The tittle of the land and building is in the name of Conneqt Business Solutions Limited. As stated in note 44, Post merger the Company is in the process of transferring the title to Quess Corp Limited. Where the Company is lessee, the lease agreements are duly executed in favour of the lessee.

4.1 Testing for impairment of goodwill:

The Company tests goodwill for impairment annually on 31 December or more frequently based on an impairment indicator. Impairment is determined by assessing the recoverable amount of cash generating unit ("CGU") (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. The recoverable amount is determined based on higher of value-in-use and fair value less cost of sale of CGU. Value-in-use is calculated using a discounted cash flow approach.

As at 31 March 2024, the Company has ' 3,427.45 million (31 March 2023: ' 3,437.78 million) of goodwill is mainly allocated to the Company's Integrated facility management (IFM) CGU and Conneqt CGU. The recoverable value was determined based on value in use.

As at 31 March 2024, the estimated recoverable value of the IFM and Conneqt CGUs exceeded its carrying amount and hence impairment is not triggered. The carrying amount of the CGU was computed by allocating the net assets to CGUs for the purpose of impairment testing.

The discount rate used in the discounted cash flow approach is the risk adjusted weighted average cost of capital applicable to respective CGUs. The cash flow projections used for assessing the 'value in use' are based on the most recent long-term forecast approved by management. The long-term forecast includes management's latest estimate on Revenues and Operating cash flows. The period of projections is for five years and based on financial budgets/ forecasts which considers historical experience adjusted for uncertainties applicable for respective CGUs. The cash flows beyond the forecast period are extrapolated using appropriate long term terminal growth rates. The long term terminal growth rates used do not exceed the long-term average growth rates of the respective industry and country in which the CGU operates and are consistent with internal/external sources of information.

The cash flows related to revenue and operating margins have been estimated based on historical trends and future market expectations specific to the CGU. The growth in revenue estimations used in the impairment testing for the year ended 31 March 2024 was in the range of 15.00% to 25.00% (31 March 2023: 15.00% to 20.00%). The operating margin estimations used in the impairment testing for the year ended 31 March 2024 are in the range of 5.31% to 16.56% (31 March 2023: 6.26% to 14.20%). Key valuation assumptions used by the Group for impairment assessment of significant CGUs are captured in the table below for year ended 31st March, 2024:

*** During the year ended 31 March 2024, the Company acquired additional 46% stake in Stellarslog Technovation Private Limited (STPL) for purchase consideration of ' 72 million out of which ' 68 million of loan was converted into equity and ' 4 million was paid in cash. Consequent to additional 46% acquisition, STPL has become wholly owned subsidiary of the Company.

Also during the year, the Company assessed the recoverable value of investment in STPL and recognised an impairment loss on investment aggregating to ' 171.44 million and disclosed under exceptional item.

**** During the year ended 31 March 2024, the Company acquired additional 39.33% stake in Heptagon Technologies Private Limited ("Heptagon") for purchase consideration of ' 15 million. Also pursuant to internal restructuring, business contracts and employees of Heptagon, are being novated/transferred to the Company and other subsidiaries of the Group. Therefore, the Company recorded an impairment relating to Heptagon aggregating to ' 145.00 million during the year disclosed under exceptional item.

***** As at September 30, 2023, Quess Corp Holdings Pte. Ltd. (QHPL) held 55.68% in MFXchange Holdings Inc (MFX) and 44.32% was held by Quess Corp (USA) Inc. QHPL and Quess Corp (USA) Inc. are wholly owned subsidiaries of Quess ('the Company').

As part of group restructuring, on 28 December 2023, Quess purchased equity shares of 55.68% relating to MFX from QHPL for ' 1,708.05 million (SGD 26.99 million) based on a fair valuation of MFX equity shares carried out by a SEBI registered merchant banker. The cost of the investment of MFX in the books of QHPL on the date of transaction was ' 215.70 million, resulting in a surplus of ' 1,492.35 million in QHPL. Out of this surplus, an amount of ' 1,317.12 million (SGD 21 million) was distributed as a dividend by QHPL on 29 December 2023 and ' 175.23 million (SGD 27.08 million) on 2 January 2024 respectively.

Under Ind AS, applying the guidance under Appendix C to Ind AS 103 and the framework relating to Ind AS, the investment made in MFX by Quess and the receipt of dividend from QHPL were considered to be linked transactions to achieve contemporaneously the objective of restructuring and therefore transferring the investment in MFX to Quess. Therefore, such dividend is considered to be a return of capital and adjusted against the purchase price of the investment in MFX.

Hence, the carrying value of investment in MFX is recorded at ' 215.70 Crore (INR 1,708.05 million less ' 1,492.35 million). Amounts received in excess of ' 1,492.35 is recorded as dividend income from QHPL. The total dividend received from QHPL during the year is ' 891.56 million (March 31, 2023: ' 379.33 million) (refer note 40)

****** During the year ended 31 March 2024, the Company sold its equity stake in Qdigi Services Limited (Qdigi) to Onsite Electro Services Limited (Onsite) for a consideration of ' 744.55 million resulting in a gain of ' 364.61 million which is disclosed as an exceptional item. The gain is net of transaction cost of ' 27.95 million. Out of the cash consideration, ' 46 million will be received after completion of closing conditions.

The Company has also contemporaneously invested ' 350.02 million for subscription of 56,500 compulsorily convertible preference shares of Onsite pursuant to Share Purchase and Investment Agreement.

******* During the year ended 31 March 2024, Quess Services Limited has gone into liquidation on 20 March 2024, the company has recognised an impairment on investment amounting to ' 3.94 million and disclosed as exceptional item.

******* During the year ended 31 March 2024, Quess Services Limited has gone into liquidation on 20 March 2024, the company has recognised net impairment of ' 3.94 million on investment and disclosed as exceptional item.

******** During the year ended 31 March 2024, non-controlling shareholder of Vedang Cellular Services Private Limited ("VCSP"), a subsidiary of the Company, exercised the put option to sell 4.5% stake to the Company resulting in a payout of ' 60.5 million. Consequently, shareholding in VCSP has increased to 97%.

********* During the year ended 31 March 2024, the Company assessed the recoverable value of investment in Quess International Services Private Limited and recognised an impairment loss on investment aggregating to ' 150.00 million and disclosed under exceptional item.

* During the year ended 31 March 2024, the Company redeemed Compulsorily Convertible Debentures ("CCDs") amounting to ' 40 million and reversed impairment booked earlier amounting to ' 17.70 million.

** During the previous year ended 31 March 2023, the Company invested in 1,250 Compulsorily Convertible Debentures ("CCDs") of Monster.com (India) Private Limited having a value of ' 80,000 per debenture amounting to ' 100 million . The Company also invested a further amount of ' 274.96 million in 3,437 equity shares during the year as per the agreement entered into by the Company with Monster.com (India) Private Limited.

* During the year ended 31 March 2023, the Company sold its 53% stake in Simptiance Technologies Private Limited (Simpliance) with a carrying value of ' 45 million to Aparajitha Corporate Services Limited (Aparajitha) and Dasa Consulting Private Limited, acting as a Trustee company of Poornatha Wellness Private Trust. Consequently, a gain on sale aggregating to ' 602.22 million is disclosed as exceptional item during the year ended 31 March 2023.

** During the year ended 31 March 2023, the Company acquired additional 5% stake in Stellarslog Technovation Private Limited (STPL) for purchase consideration of ' 38.36 million. Consequent to additional 5% acquisition, the total shareholding in STPL has increased from 49% to 54% and STPL has become subsidiary of the Company.

*** During the year ended 31 March 2023, the Company assessed the recoverable value of investment in these entities and recognised an impairment loss on investment aggregating to ' 265.01 million and disclosed under exceptional item.

**** Other adjustments pertains to repayment of corporate guarantee commission invoiced to subsidiaries and other adjustment.

* Impairment toss recognised due to nit recoverable value.

** During the year ended 31 March 2024, pursuant to internal restructuring, business contracts and employees of Heptagon Technologies ("Heptagon"), a 100% subsidiary of the Company, are being novated/transferred to the Company and other subsidiaries of the Group. Therefore, the Company recorded an impairment relating to loans given to Heptagon aggregating to ' 235.18 million disclosed under exceptional item.

*** During the year ended 31 March 2024, the Company has converted Loan of ' 68 million into equity and recognised net impairment of ' 37.52 million towards loan and advance given to Stellarslog Technovation Private Limited, disclosed as exceptional item.

**** During the year ended 31 March 2024, Quess Services limited has gone into liquidation on 20 March 2024, the company has recognised net impairment of ' 2.94 million and disclosed as exception item.

The above unsecured loans are given to subsidiaries at an interest rate equivalent to 10 years Government Bond rate except Stellarslog Technovation Private limited having the interest rate at 9% p.a. Loans do not have any fixed term and are receivable on demand. The above loans were given for the purpose of meeting working capital requirements.

* Security deposits include deposits given for premises taken under leases, electricity and water connections.

**Bank deposits to the tune of ' 198.75 million (31 March 2023: 245.28 million) are lien marked against borrowings and guarantees.

***As per the Share Purchase Agreement (''SPA'') and Share Holders Agreement ("SHA") dated 20 November 2017 with Conneqt Business Solutions Limited (formerly a subsidiary of the Group merged w.e.f 1 December 2023, and appointed date of April 1, 2021) and its shareholders, the Company will be indemnified for any future cash outflow on account of specific indirect tax claim which is existing as on the original date of acquisition. The claim is recognised as provision for expenses in the financial statements by recognising an equal amount as indemnification assets as part of the business combination when Conneqt Business Solutions Limited was originally acquired by the Group dated November 27, 2017.

* Net negative balances in the ageing is because of unadjusted credits and collections which are due to be allocated against specific invoices pending payment advices from customers. These credits and collections are considered in determining expected credit loss allowance for customers.

Undisputed trade receivables (billed)- considered good, includes receivables from government customers outstanding for more than one year ' 732.36 millions (31 March 2023: ' 425.18 millions)

Undisputed trade receivables (unbilled)- considered good, includes unbilled receivables from government customers aged more than one year ' 2,164.17 millions (31 March 2023: ' 1,423.14 millions)

17.2 Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. On winding up of the Company, the holders of the equity shares will be entitled to receive the residual assets of the Company, after distribution of all preferential amounts (if any) in proportion to the number of equity shares held.

* During fiscal 2019-20, the Company had entered into a Composite Scheme of Arrangement and Amalgamation ("the Scheme AA") with Thomas Cook (India) Limited ("TCIL"), Travel Corporation (India) Limited, TC Travel and Services Limited, TC Forex Services Limited and SOTC Travel Management Private Limited and their respective shareholders and creditors, wherein TCIL had demerged its Human Resource Services business (including investment in shares of Quess Corp Limited) into the Company on a going concern basis. The Company had recorded a provision for stamp duty pursuant to the demerger under Scheme AA for ' 337.01 million out of which ' 125.16 million was paid by the Company during the year pursuant to completion of assessement and the remaining provision was credited back to securities premium account.

18.4 Capital redemption reserve

The Company had issued 12.33% cumulative redeemable preference shares having face value of ' 10 each and redeemable at ' 12 each. As per the provisions of the Companies Act, 2013, the Company is required to create a capital redemption reserve equivalent to the nominal value of shares redeemed out of the profits of the Company. Such reserve can be created out of the free reserves of the Company. Accordingly, the Company has created CRR out of the retained earnings of earlier years. As per the provisions of the Companies Act,2013, such CRR can be used for issuing fully paid up bonus shares.

19.1 Vehicle loans are repayable in equal monthly installments over a period of 5 years from the date of availing respective loan. The same is secured by hypothecation of the vehicles financed. Rate of interest is in the range of 6.60% to 9.15% p.a. (31 March 2023: 6.60% to 9.15% p.a.) and number of instalments pending for payments are ranging between 2-58 instalments. The Company's exposure to liquidity risk related to borrowings is disclosed in Note 35(ii).

21.1 The Company has taken cash credit and overdraft facilities having interest rate linked to 3M MCLR plus 0.25% and Repo rate plus 2.5% (31 March 2023: 3M MCLR and Repo rate plus 0.45%). These facilities are repayable on demand and are secured primarily by way of pari passu first charge on the entire current assets of the Company (present and future) and additionally collaterallized by way of pari passu first charge on the entire movable assets of the Company (excluding charge on vehicles/ equipments purchased /to be purchased under lease agreements/ hire purchase agreements) both present and future of the Company.

21.2 The Company has taken working capital loan from banks having interest rate ranging from 6.72% p.a. to 10.34% p.a.(31 March 2023: 4.5% p.a.-8.65% p.a.). These facilities are repayable on demand and are secured primarily by way of pari passu first charge on the entire current assets of the Company (present and future) and collateral by way of pari passu first charge on the entire movable assets of the Company (excluding charge on vehicles/equipments purchased /to be purchased under lease agreements/ hire purchase agreements) both present and future.

21.3 The Company has taken Commercial Papers having interest rates ranging from 7.45%-7.95%. These facilities are ranging for the period between 51 to 90 days.

The stock statements have been submitted quarterly to HDFC Bank, Axis Bank, Federal Bank, SBI Bank, IDFC First Bank, Standard Chartered Bank, Yes Bank.

21.5 The Company's exposure to liquidity risk related to other current financial liabilities is disclosed in note 35.

22.1 Dues to micro, small and medium enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an Official Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. However, the Company does not have any amounts payable to such enterprises as at 31 March 2024 based on the information received and available with the Company. Also the Company has not received any claim for interest from any supplier under the Micro, Small and Medium Enterprises Development Act, 2006.

24.1The demand pertains to non contribution of Provident fund, Pension fund, Deposit Linked Insurance Fund and administration charges in accordance with the definition of basic wages as contained in Section 2(b) of Employees' Provident Funds and Miscellaneous Provisions Act, 1952. The Company, based on an expert's opinion, is of the view that the part of the claim made by the department is not probable, and accordingly a provision was recorded based on the management estimate. The Company has appealed against the ruling which is pending in Employees' Provident Fund Appellate Tribunal, New Delhi.

24.2 The demands pertains to Aravon Services Private Limited ("ASPL") which was merged with Quess Corp Limited w.e.f 1 April 2019. The amounts provided represents the best estimate of likely outflow of resources relating to this matter.

24.3 The demands pertain to Avon Facility Management Services Limited ("Avon") which was merged with Quess Corp Limited w.e.f 1 January 2014. The demand pertains to non-payment of services tax on training services provided under Government of India initiative, the Company has not created any provision considering that Avon is a registered vocational training provider associated with the National Council for Vocational Training and service tax is not applicable on rendering of vocational education and training course.

24.4 The demands pertains to Hofincons Infotech & Industrial Services Private Limited which was merged with Quess Corp Limited w.e.f 1 July 2014. The Company, based on assessment of the demand, is of the view that the claim made by the department is not probable.

(i) Disaggregation of revenue

The above break up presents disaggregated revenues from contracts with customers by each of the business segments. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.

(ii) Trade receivables, unearned revenue and advance from customers

The Company classifies the right to consideration in exchange for deliverables as either a trade receivable billed or unbilled. Invoicing in excess of revenues are classified as unearned revenue.

Trade receivables are presented net of impairment in the Balance Sheet.

(iii) Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the value of remaining performance obligations for:

(i) contracts with an original expected duration of one year or less and

(ii) contracts for which the Company recognises revenue at the amount to which it has the right to invoice for services performed.

The aggregate value of performance obligations that are completely or partially unsatisfied as of 31 March 2024, other than those meeting the exclusion criteria mentioned above, is ' 12.35 million (31 March 2023: ' 243.80 million). Out of this, the Company expects to recognise revenue of around 75.51% (31 March 2023: 98.85%) within the next one year and the remaining thereafter.

32.2 Details of CSR expenditure

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility ("CSR") activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The funds required to be spent and funds spent during the year are explained below:

33.2 During the year ended 31 March 2024, the Company sold its equity stake in Qdigi Services Limited (Qdigi) to Onsite Electro Services Limited (Onsite) for a consideration of ' 744.55 million resulting in a gain of ' 364.61 million which is disclosed as an exceptional item. The gain is net of transaction cost of ' 27.95 million. Out of the cash consideration, ' 46 million will be received after completion of closing conditions.

33.3 During the year ended 31 March 2024, the Company assessed recoverable value of goodwill pertaining to certain cash generating units which resulted in impairment of ' 10.33 million and intangible asset under development amounting to ' 9.32 million which is disclosed under exceptional item.

33.4 During the year ended March 31, 2024, the Board of Directors of the Company ("Quess"), approved the Composite Scheme of Arrangement amongst the Company, Digitide Solutions Limited ("Resulting Company 1 or Digitide") and Bluspring Enterprises Limited ("Resulting Company 2 or Bluspring) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder ("Scheme").

The Scheme provides for the following:

(a) the demerger of the Company's undertakings (Divisions/investments) engaged in BPM solutions, Insurtech and HRO business into Digitide and in consideration, Digitide will issue new equity shares to all the equity shareholders of the Company in accordance with the Share Entitlement Ratio of one new equity share of Digitide to one equity share of the Company.

(b) the demerger of the Company's undertakings (Divisions/investments) engaged in Facility Management, Industrial Services and Product led businesses into Bluspring and in consideration, Bluspring will issue new equity shares to all the equity

shareholders of the Company in accordance with the Share Entitlement Ratio of one new equity share of Bluspring to one equity share of the Company.

The Scheme is subject to receipt of requisite approvals from SEBI, the NCLT, Bengaluru Bench ("Tribunal"), the Stock Exchanges and other statutory and regulatory authorities, and approval of the requisite majority of the shareholders and creditors of the Companies, under applicable law.

During the year ended 31 March 2024, the Company incurred certain transaction costs totaling to ' 70.97 million towards scheme of demerger which is disclosed under exceptional items.

Investment in subsidiaries carried at cost is not appearing as financial asset in the table above being investment in subsidiaries and associates accounted under Ind AS 27, Separate Financial Statements and is hence scoped out under Ind AS 109.

*mandatorily classified as FVTPL on initial recognition

** mandatorily classified as FVTOCI on initial recognition

Accounting classification and fair value

The following table shows the carrying amount and fair value of financial assets and financial liabilities:

Fair value hierarchy

The section explains the judgment and estimates made in determining the fair values of the financial instruments that are:

a) recognised and measured at fair value

b) measured at amortised cost and for which fair values are disclosed in the standalone financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the Indian Accounting Standard:

Fair value hierarchy

Level 1: This hierarchy includes financial instruments measured using quoted prices. This comprises of investment in mutual funds and non-convertible debentures that have quoted price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Fair valuation method

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values.

A Financial assets:

1) Loans, trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents and other financial assets are short term and their carrying amounts are reasonable approximation of their fair value.

B Financial liabilities:

1) Borrowings: The current borrowings which includes cash credit and overdraft facilities and working capital loan, are classified and subsequently measured in the financial statements at amortised cost. Considering that the interest rate on the loan is reset on a monthly/quarterly basis, the carrying amount of the loan would be a reasonable approximation of its fair value.

2) Trade payables and other financial liabilities: Fair values of trade payables and other financial liabilities are measured at carrying value, as most of them are settled within a short period and so their fair values are assumed to be almost equal to the carrying values.

Reconciliation of level 3 fair values

The following table shows a reconciliation from the opening balances to the closing balances for level 3 fair values:

35 Financial risk management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk

Risk management framework

The Board of Directors of the Company has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

The Company's audit committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables (both billed and unbilled) from customers, loans, cash and cash equivalents, bank balances other than cash and cash equivalents and other financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The carrying amount of financial asset represent the maximum credit exposure.

Credit risk on cash and cash equivalents and other bank balances and bank deposits is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. Other financial assets represent security deposits given to suppliers, lessors and others. Credit risk associated with such deposits is relatively low. Loans are given to subsidiaries and associates and are tested for impairment where there is an indicator.

Trade receivables (including unbilled)

Trade receivables (including unbilled) are typically unsecured and are derived from revenue from customers primarily located in India.

The Company has established a credit policy under which each customer is analysed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered.

Expected credit loss assessment for customers are as follows:

The Company uses an allowance matrix to measure the expected credit loss of trade receivable (billed and unbilled). The Company's customers are bifurcated into two groups - Government and Non-Government customers. For Non-Government customers, the Company derives the toss rates based on historical credit loss experience, which is adjusted for forward looking information over the expected collection period. Exposure to customers is diversified and there is no single customer contributing more than 10% of trade receivable billed and unbilled. For government customers, given the insignificant credit risk, provision is recorded to reflect allowances for time value based on historical pattern of collections. Further, specific provision is recorded for customer specific disputes.

ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Management monitors rolling forecast of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company's objective is to maintain a balance between cash outflow and inflow. Usually, the excess of funds is invested in fixed deposits and other financial instruments. This is generally carried out in accordance with practice and limits set by the Company. The limits vary to take into account the liquidity of the market in which the Company operates.

Financing arrangement

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2024 and 31 March 2023. The amounts are gross representing undiscounted contractual cash flows and includes contractual interest payments and exclude netting arrangements. The Company has an undrawn limit of ' 10,140 million as at 31 March 2024 (31 March 2023: 7,309.92 million).

iii) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices wilt affect the Company's income or the value of its holdings of financial instruments. Market risk is attributable to alt market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency risk

The Company is not significantly exposed to currency risk as the Company's functional currency in ' and revenues and costs are primarily denominated in ' and therefore disclosures required under "Ind AS 107 - Financial Instruments: Disclosures" have not been given.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's borrowing includes working capital loan which carries fixed rate of interest and which do not expose it to interest rate risk. The borrowings also includes cash credit facilities which carries variable rate of interest.

The sensitivity analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

36 Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company monitors the return on capital as well as the level of dividends on its equity shares. The Company's objective when managing capital is to maintain an optimal structure so as to maximise shareholder value.

The Company monitors capital using a ratio of 'adjusted net debt' to 'equity'. For this purpose, adjusted net debt is defined as aggregate of borrowings and lease liabilities less cash and cash equivalents.

The Company's policy is to keep the ratio below 2. The Company's adjusted net debt to equity ratio were as follows:

38.1 Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions pending with various forums/authorities. The Company is contesting the demand and the Management believes that its position will more likely there not to be upheld. The Management believes that the outcome of this proceedings will not have material adverse effect on the Company's financial position and results of operations.

38.2 Contingent liability of ' 325.88 million pertains to retrospective application effective 1 April 2014 for amendments in the Payment of Bonus Act (Amendment Act, 2015) enacted on 31 December 2015. As per the amendment, the eligibility criteria of salary or wages has been increased from ' 10,000 per month to ' 21,000 per month [Section 2(13)] and the ceiling for computation of such salary or wages has been increased from ' 3,500 per month to ' 7,000 per month or the minimum wage for the scheduled employment, as fixed by the appropriate government, whichever is higher.

During fiscal 2015, the Company obtained a legal opinion from an external lawyer and was advised to take a position that the stay granted by the two High Courts of India on the retrospective application of the amendment would have a persuasive effect even outside the boundaries of the relevant states and accordingly no provision is required. There have been no updates during fiscal year 2023 and 2024.

38.3 (i) During fiscal 2020, the Regional PF Commissioner ("RPFC") passed an under Section 7-A of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 ("Act") demanding ' 716.56 million on the grounds that the Company failed to remit Provident Fund ("PF") on wages for its employees for the period from April 2018 to March 2019 for certain components of salary. The Company filed an appeal before the Central Government Industrial Tribunal ("CGIT") under section 7-I of the Act challenging the Employees' Provident Fund Organisation's ("EPFO") order along with the application under Section 7-O of the Act seeking a waiver from pre-deposit of the alleged Provident Fund Contributions till the final disposal of the Appeal. The CGIT after hearing the submissions made by the parties passed an Order allowing complete waiver from any pre-deposit and also staying the operation of the EPFO order. The matter has been adjourned to 17 May 2024. The Company has taken external independent legal advice as per which the EPFO's order is prima facie erroneous and unsustainable in law and therefore will not be sustained on ultimate resolution. The Company considers the outflow relating to the claim to be remote.

(ii) During the year ended 31 March 2023, a division of the Company namely, Conneqt Business Solutions Private Limited (Conneqt) received a show cause notice ('notice') dated 26 December 2022 under Section 14B and Section 7Q respectively of the Employees' Provident Fund and Miscellaneous Provisions Act,1952 ("EPF Act"), Act for belated remittances made during the period from 14 April 2018 to 26 December 2022 show causing why damages and interest should not be levied amounting to ' 28.75 million ( including damages of ' 18.86 million and interest of ' 9.89 million. Conneqt had time and again submitted letters/ responses to the EPFO highlighting the difficulties being faced by them as regards the non-generation of the UAN/ non-seeding of UAN with Aadhaar during onboarding process of the new employees which caused the delay in the timely payment of the necessary Provident Fund dues for the period 14 April 2018 to 26 December 2022.

The Company filed writ petition before the Hon'ble High Court of Telangana on 05 October 2023 & awaiting Court proceedings to commence.

The Company, basis legal opinion from its external attorney is of the view that the above claims shall be contested by the Company and no provision is required to be made at this stage, pending outcome of the matter.

(iii) During the year ended 31 March 2024, the Company has received an order dated 25 September 2023 from the Ld. RPFC Pune 1 stating that the Assessee has paid allowances by way of 'conveyance' and 'incentive' generally to all employees but has excluded the same for computation of contributions under the Act for the relevant period. Accordingly, PF dues on the aforesaid allowance's u/s 7A has been ordered by RPFC and directed to deposit an amount of INR.86.91 million against the alleged PF remittances. The Company contention is Incentive has been paid by the company to its employees in accordance with an incentive scheme which prescribes the rates at which it is earned by the employees on the basis of additional targets achieved by them. The said incentive, therefore, would not qualify as basic wages in terms of the law laid down in the authorities.

Company filed a writ petition with the Hon'ble High Court of Bombay challenging the order and seeking stay. The honourable High court dated 23 november 2023 granted a stay on order and directed that no coercive action should be taken by the Ld. RPFC up to the next date of hearing which has been adjourned up to 26 September 2024.

The management is of the view that the above claims shall be contested by the company and no provision is required to be made at this stage, pending outcome of the matter.

38.4 Income Tax matters:

During the year ended 31 March 2023, the Company received assessment order under section 143(3) read with section 144C(13) of the Income Tax Act after completion of Dispute Resolution Panel ('DRP') proceedings for fiscal 2018 resulting in disallowances primarily relating to deduction under section 80JJAA of the Income Tax Act and depreciation on goodwill.

Further, during the year ended March 31, 2024, the Company received: (i) assessment order for fiscal 2019 under section 143(3) of the Income Tax Act in which primarily deduction under section 80JJAA of the Income Tax Act and depreciation on goodwill has been disallowed, (ii) draft assessment order for fiscal 2020 under section 144C (1) of the Income Tax Act in which primarily deductions under 80JJAA and depreciation on goodwill has been disallowed and (iii) draft assessment order for fiscal 2021 under section 144C (1) of the Income Tax Act in which primarily deductions under 80JJAA has been disallowed.

The Income Tax department disallowed the claim under section 80JJAA of the Income Tax Act on the grounds of non-existence of employer - employee relationship in respect of associate employees of the Company. Additionally, the Income Tax Department also disputed the interpretations adopted by the Company for computing the deduction under section 80JJAA by disallowing claims for:

• additional employees whose emoluments exceed ' 25,000 in a month but the average emoluments for these additional employees does not exceed ' 25,000 in a month during the service period;

• additional employees who have served more than 240 days in a year but are not an employee on March 31 of the respective financial year for which the claim is availed; and

• employees for whom which the employer's contribution of provident fund for any part of the year is paid by the Government under Employee Pension Scheme (EPS) but the entire employer's contribution is not reimbursed by the Government during the year.

The Company filed an appeal with the Income Tax Appellate Tribunal against the assessment orders for fiscal 2018 and 2019 and believes that the tax treatment availed by the Company for deductions under 80JJAA and depreciation on goodwill are valid and will be sustained on ultimate resolution supported by external opinions from legal counsel and other tax experts. Additionally, the Company filed similar objections against the draft assessment order for fiscal 2020 and 2021 with the Dispute Resolution Panel.

In January 2024, National Financial Reporting Authority ('NFRA'), in an Order relating to certification for fiscal 2019 to 2021 by an external Chartered Accountant pertaining to claims under 80JJAA made by the Company, has made certain observations on the applicability of certain conditions in the Income Tax Act and related reports submitted to the Income Tax Authority in respect of these deductions. This order was subsequently stayed by the Hon'ble Delhi High Court. As specified above, the Company continues to believe that its claim under 80JJAA is valid and intends to vigorously contest its position and interpretative stance of these sections on merits and based on external third-party assessments of the claim made, believes that the deduction under 80JJAA will be sustained upon ultimate resolution by the Income Tax Authority.

Pending resolution of these Income Tax disputes, the Company has disclosed a contingent liability of ' 1,513.94 million towards demands including interest in the order for these fiscal years.

The Company continues to maintain its stand on the manner of claiming the 80JJAA deduction and accordingly 80JJAA deduction (reduced from taxable income) of ' 4,025.76 million is claimed for the year ended 31 March 2024 (31 March 2023: ' 1,824.01). The Company believes that such deduction, including its quantum, has been validly and consistently claimed, in conformity with its interpretation of the statute.

38.5 The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business including litigation before various tax authorities. The amounts included above represent the best possible estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such dispute. The Company's Management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company's results of operations or financial conditions. The Company has accrued appropriate provision wherever required.

42 Share-based payments

A Description of share based payment arrangement

At 31 March 2024, the Company has the following share-based payment arrangements:

Share option plans (equity settled)

Quess Corp Limited Employee Stock Option Scheme 2015 (“Scheme 2015")

The Board of Directors of the Company in its meeting held on 22 December 2015 approved the 'Quess Corp Limited Employee Stock Option Scheme 2015' ('Scheme 2015'), under which stock options are granted to specified employees of the Company. The Scheme 2015 provides for the issue of not more than 475,000 options (1,900,000 bonus adjusted options) with an exercise price of ' 10.00 each that would eventually convert into equity shares of ' 10.00 each. The options vest over a period of three years and

are exercisable over a period of three years from the vesting date of each tranche. As at 31 March 2024, the Company has 2,321 (31 March 2023: 27,841) exercisable options outstanding.

Quess Stock Option Plan 2020 (“Scheme 2020")

The Board of Directors of the Company in its meeting held on 31 March 2020 approved the Quess Stock Ownership Plan - 2020 ("QSOP 2020"), under which stock options are granted to specific employees of the Company and its subsidiaries. The maximum number of shares under QSOP 2020 shall not exceed 41,16,072 equity shares. The stock options granted under QSOP 2020 shall vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee). These instruments will be equity settled and will generally vest between a minimum of 1 to maximum of 6 years from the grant date. As at 31 March 2024, the Company has 100,782 (31 March 2023: 88,130 ) exercisable options outstanding.

B Measurement of fair values Scheme 2015

The fair value of the options and the inputs used in the measurement of the grant-date fair values of the equity-settled share based payment plans are not disclosed since no ESOP's under this scheme was granted during the year.

No options have expired during the current year and previous year.

Scheme 2020

The fair value of Employee Stock Options has been measured using Black Scholes Model of pricing.

D Expense recognised in standalone statement of profit and loss

For details about the related employee benefits expense, refer note 29.

43 In accordance with Ind AS 108, Operating segments, segment information has been provided in the consolidated financial statements of the Company and no separate disclosure on segment information is given in these standalone financial statements.

44 The Board of Directors of the Company, at its meeting held on 7 July 2021 approved the Scheme of Amalgamation ("Scheme AAA") among Quess Corp Limited ("Transferee Company) with three of its wholly owned subsidiaries namely MFX Infotech Private Limited and Greenpiece Landscape India Private Limited and Conneqt Business Solutions Limited together known as (""Transferor Companies""). The Hon'ble National Company Law Tribunal, Bengaluru Special Bench pronounced the order on 30 October 2023, approving the aforesaid Scheme AAA from the appointed date of 1 April 2021. The certified true copy of the order was filed with the Registrar of Companies on 30 November 2023.

The Company accounted for the amalgamation by applying the common control guidance in Appendix C to Ind AS 103 - Business Combinations. Consequently, standalone financial statements have been restated for the year ended 31 March 2023 to give effect to the amalgamation along with also restating the opening balances of retained earnings and other reserves as at 1 April 2022.

The Company also incurred stamp duty of ' 58 million pursuant to amalgamation and disclosed them as an exceptional item during the year ended 31 March 2024.

Upon the Scheme AAA becoming effective, aLL the assets and Liabilities of the transferor companies were recorded at the carrying values in the consolidated financial statements. The carrying amount of the Transferee Company's investment in the shares of the Transferor Companies was cancelled in the terms of this Scheme AAA. Intercompany balances and loans were extinguished on merger. The difference between net assets and post acquistion reserves (other equity) acquired and the cancellation of investments was recognised in Capital reserve.

EFDS= Net Profit After taxes Non cash operating expenses tike depreciation and Other amortizations Interest other adjustment tike profit/(toss) on sate of property, plant and equipment and intangible assets

^APrincipat repayments and tease payments for the current year

^AA Net worth Borrowings Lease liabilities - Goodwill - Intangible assets under development - Other intangible assets -Deferred tax assets

45.1 In the current year, total debt has decreased due to repayments made from cash generated across divisions, increased business profits, dividends received from subsidiaries, and the sate of Qdigi Services Limited.

45.2 In the current year, there has been comparativety more increase in Profit after tax as compared to increase in repayments of borrowings during the year, resutting in increase in Debt service coverage ratio.

45.3 In the current year, profit after tax has increased primarity due to the growth of business profits in the gtobat technotogy sotutions and operating asset management segments, dividends and royatty income received from subsidiaries, profit from the sate of Qdigi Services Limited and a reduction in tax expenses resutting from the merger of Conneqt Business Sotutions Limited.

47 The Code on Social Security, 2020 ("Code") relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

48 Interim Dividend:

The Board of Directors at their meeting held on 2 February 2024 declared interim dividend of ' 4.00 per equity share (face value of ' 10.00 each) for the financial year 2023-24 aggregating to ' 593.91 million.

The Board of Directors at their meeting held on 31 May 2022 and 9 November 2022 declared interim dividend of ' 4.00 and ' 8.00 per equity share respectively (face value of ' 10.00 each) for the financial year 2022-23 aggregating to ' 1,777.15 million.

Proposed Dividend:

The Board of Directors at their meeting held on 9 May 2024 recommended a final dividend of ' 6.00 per equity share (face value of ' 10.00 each) for the financial year 2023-24 aggregating to ' 891.06 million.

The Company is in compliance with Section 123 of the Act.

49.1 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

49.2 The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

49.3 As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, Companies are required to maintain back-up of the 'books of account and other relevant books and papers' ('books of account') in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create backup of accounts on servers physically located in India on a daily basis.

The books of account of the Company is maintained in electronic mode on servers physically located in India and are readily accessible in India at all times. The Company is maintaining backup of books of account on a daily basis, except for one application where the Company has maintained the backup on quarterly basis.

49.4 The Company has used accounting softwares for maintaining its books of account, which has a feature for recording an audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that:

• audit trail feature was not enabled in respect of one accounting software at the table level to log any direct data changes.

• The Company has also used two other accounting softwares, which is operated by a third-party software provider, for maintaining the books of account relating to financial reporting and payroll processes. There is no reporting on audit trail in the System and Organisation Controls (SOC 1) Type 2 Report of the third-party software provider.

50 Other Disclosure

50.1 The Company has not been declared wilful defaulter by any bank or financial institution or Other provider.

50.2 The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Company beyond the statutory period.

50.3 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

51 The Company evaluated subsequent events through 9 May 2024, which is the date on which the standalone financial statements are approved by the Board of Directors. Based on this evaluation, the Company is not aware of any other event or transaction that would require recognition or disclosure in the standalone financial statements.

52 Previous year's figures have been regrouped / rearranged wherever necessary.