Quess Corp Limited has successfully concluded its postal ballot e-voting process, with shareholders approving all five resolutions by the requisite majority. The voting was conducted exclusively through remote e-voting, with the last date for receipt of votes being May 08, 2026. The Scrutinizer's Report, prepared by V. Sreedharan of V Sreedharan & Associates (FCS: 2347; CP No. 833), is dated May 09, 2026. The total number of shareholders on the record date stood at 1,12,169, and the total paid-up equity capital as on the cut-off date of April 03, 2026 comprised 14,93,31,454 equity shares of Re. 10/- each. Subsequently, on May 11, 2026, the Company submitted the Trust Deed of the Quess Corp Limited Employees Welfare Trust to BSE Limited and the National Stock Exchange of India Limited, pursuant to Regulation 3(3) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Employees Welfare Trust: Structure and Purpose

The Trust Deed, executed on April 2, 2026, establishes the Quess Corp Limited Employees Welfare Trust as an irrevocable employee welfare trust, set up to implement and administer the Quess Stock Ownership Plan 2026. The Trust was constituted by Quess Corp Limited as the Settlor, with three individuals appointed as the first Trustees. The Settlor handed over an initial corpus of Rs. 10,000/- (Rupees Ten Thousand) to the Trustees upon execution of the Trust Deed. The principal office of the Trust is located at Quess Tower, Sky Walk Avenue, 32/4, Hosur Road, Roopena Agrahara, Bommanahalli, Bangalore, Karnataka – 560068. The Board of the Settlor accorded its consent vide its resolution dated March 16, 2026 to set up the irrevocable employee welfare trust in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The three Trustees appointed under the deed are Mr. Akash Gupta (Associate Vice President – Head Business Finance and Corporate Operations), Mr. Masetty Lakshmi Shyam Sunder (Assistant Vice President – Total Rewards), and Ms. Shweta Priy (Assistant General Manager – Secretarial and Legal). The Trust is irrevocable in nature, and the Settlor has relinquished all rights, title, interest, or powers in the Trust Property. The Trust shall remain valid until the expiry of the Trust Period, which continues until the winding-up of the Settlor, termination or extinction of the Trust, or an earlier date unanimously determined by the Trustees with the Settlor's consent. Upon dissolution, the Trust Property, after satisfaction of all outstanding liabilities, shall be utilized either for welfare activities pertaining to Beneficiaries or transferred to any other employee welfare trust set up by the Settlor.

Key Provisions of the Trust Deed

The Trust Deed outlines the objects, governance structure, and operational framework of the Trust. The Trust is empowered to acquire shares of the Settlor through primary subscription or secondary acquisition on recognised stock exchanges, and to transfer such shares to beneficiaries upon vesting of options under the Scheme. The Trustees are prohibited from voting in respect of shares held by the Trust and from entering into any derivatives contracts. The Nomination and Remuneration Committee of the Settlor supervises the Scheme, while the Trust undertakes general administration. A minimum of two Trustees must be maintained at all times, and the Committee retains the power to appoint, remove, or accept the resignation of Trustees. The Trust Deed is governed by the laws of India, with courts in Bengaluru, Karnataka having exclusive jurisdiction over any disputes.

Voting Participation Across All Resolutions

Shareholder participation was robust across all five resolutions, with the Promoter and Promoter Group casting 100.00% of their eligible votes in favour of every resolution. Public Institutions participated at 67.7469% of their held shares, while Public Non Institutions participated at approximately 28.25% of their held shares. The overall voter turnout ranged between 77.2089% and 77.2093% of total outstanding shares across resolutions.

Resolution 1: Amendments to Quess Stock Ownership Plan 2020

The first special resolution sought approval for amendments to the Quess Stock Ownership Plan 2020. The following table summarises the voting outcome:

Resolution 2: Approval of Quess Stock Ownership Plan 2026

The second special resolution sought approval for the Quess Stock Ownership Plan 2026 and the grant of performance-oriented Restricted Stock Units (RSUs) to eligible employees of the Company. The voting details are as follows:

While the Promoter and Promoter Group voted entirely in favour, Public Institutions recorded 86.8570% votes in favour and 13.1430% against, reflecting a higher degree of dissent compared to Resolution 1.

Resolution 3: RSU Grant to Subsidiary and Associate Company Employees

The third special resolution pertained to the grant of performance-oriented Restricted Stock Units to employees of present and future subsidiary and/or associate companies under the Quess Stock Ownership Plan 2026.

Public Institutions recorded 79.4393% votes in favour and 20.5607% against on this resolution, representing the highest institutional dissent among all five resolutions.

Resolution 4: Authorization for Secondary Share Acquisition by Employees Welfare Trust

The fourth special resolution authorized secondary acquisition of equity shares of the Company by the Quess Corp Limited Employees Welfare Trust for implementation of the Quess Stock Ownership Plan 2026.

Resolution 5: Appointment of Mr. Lohit Bhatia as Executive Director and Group CEO

The fifth resolution, an ordinary resolution, sought approval for the appointment of Mr. Lohit Bhatia (DIN: 07980280) as a Whole-time Director designated as the Executive Director and Group Chief Executive Officer of the Company. This resolution received the highest approval margin among all five resolutions.

Process and Compliance

The postal ballot process was conducted in accordance with Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Postal Ballot Notice was dated March 16, 2026, and was dispatched to members on April 07, 2026 via email, to those whose email IDs were available with the Company or its Registrar and Share Transfer Agent. The cut-off date for determining eligible shareholders was Friday, April 03, 2026. Votes cast through electronic means were unblocked on May 08, 2026 at 5:01 PM, and all resolutions are deemed to have been passed on May 08, 2026. The Company Secretary and Compliance Officer is Kundan K Lal (Membership No.: F8393). The Trust Deed has also been made available on the Company's website at www.quesscorp.com .

Source: None/Company/INE615P01015/cef8daeb9d35405f.pdf

Quess Corp delivered steady financial performance in Q4 FY26 and the full year FY26, reporting revenue growth alongside strong margin expansion and improved earnings quality. The company's earnings call highlighted disciplined execution across its staffing and international segments, a structural shift towards higher-margin businesses, and a robust balance sheet — culminating in a total dividend of ₹6 per share declared by the Board.

Q4 FY26 and Full-Year FY26 Financial Highlights

For Q4 FY26, consolidated revenues stood at ₹3,892 crore, reflecting 6% year-on-year growth. EBITDA came in at ₹86 crore, up 28% year-on-year and 8% sequentially, with EBITDA margins improving to 2.2% — an expansion of 37 basis points year-on-year. Reported PAT stood at ₹64 crore, reflecting a 167% year-on-year increase, with EPS of ₹4.3 per share. For the full year FY26, consolidated revenues stood at ₹15,305 crore, reflecting 2% year-on-year growth. EBITDA increased to ₹312 crore, delivering 19% year-on-year growth, with margins expanding to 2%. Adjusted PAT for the year stood at ₹250 crore, up 10% year-on-year, with adjusted EPS of ₹15.4 per share. Return on equity remained strong at 20%.

The Board approved a final dividend of ₹3 per share and a special dividend of ₹3 per share to mark the 10th anniversary of the company's IPO, bringing the total dividend to ₹6 per share.

Segment-Wise Performance

General Staffing

General Staffing remains the largest segment, contributing 86% of total FY26 revenue. For Q4 FY26, revenues stood at ₹3,328 crore, up 6% year-on-year, while segment EBITDA stood at ₹52 crore, reflecting 21% year-on-year growth. For the full year, revenues stood at ₹13,176 crore with EBITDA at ₹189 crore. The segment added 59 new contracts in Q4, taking total FY26 new contract additions to 281. DSO remained tightly controlled at 24 days, including unbilled revenue, with AR DSO at 15 days. Collect & Pay mix remained strong at 76%. The segment reported an EBITDA margin of 1.5%. During FY26, approximately 26,000 net headcount additions were made in the Staffing Solutions business, though discontinued projects resulted in a loss of 7,000 headcount during the year. Management noted that the discontinued project had a revenue impact of approximately ₹200 crore, or roughly 1.3% of revenue.

Professional Staffing

Professional Staffing delivered strong margin-led growth. For Q4 FY26, revenues stood at ₹232 crore, with EBITDA of ₹30 crore, up 47% year-on-year, and margins at 12%. For the full year, revenue grew to ₹930 crore, up 13% year-on-year, while EBITDA increased to ₹111 crore, up 43% year-on-year. GCC-led engagements accounted for over 70% of headcount deployment. Management indicated that Professional Staffing margins are expected to remain in the 11%–12% range in the medium term.

Overseas Business

The Overseas business delivered consistent growth with improving margins. For Q4 FY26, revenues stood at ₹332 crore, up 16% year-on-year, with EBITDA of ₹21 crore, up 18% year-on-year. For the full year, revenue stood at ₹1,197 crore, up 5% year-on-year, with EBITDA of ₹77 crore, up 21% year-on-year. Blended EBITDA margins remained in the range of 6%–7%.

Key international highlights included Middle East closing FY26 with 11% EBITDA margin, posting revenue and EBITDA growth of 27% and 40% respectively. Malaysia delivered revenue growth of 83% year-on-year, scaling to 900 headcount with an EBITDA margin of 4.3%. Philippines posted 49% revenue growth at a 10% EBITDA margin, crossing 700 headcount. Quess Singapore's General Staffing added 68 new contracts and over 491 local headcounts, taking total headcount in that geography to over 1,026. The company added 125 new logos in the Overseas business during the year.

Balance Sheet and Capital Allocation

Quess Corp's balance sheet remained strong at the close of FY26, with a net cash position of ₹271 crore and zero gross debt. Operating cash flow conversion remained robust at 80% of EBITDA, reflecting disciplined working capital management. The company ended the year with a total headcount of approximately 4,78,594 associates across its staffing platforms.

Margin Targets and Growth Outlook

Management outlined a phased approach to margin expansion and revenue growth. In the near term, the company targets sustaining a margin above 2%, with a medium-term goal of 2.4% over the next three years. For the Professional Staffing segment, margins are expected to remain in the 11%–12% range. The Overseas business is targeted to sustain margins above 6%. For the staffing business, management indicated expectations of 10%–11% headcount growth and 12%–13% revenue growth. The effective tax rate is expected to remain in the 7%–10% range over the next three years.

High-margin businesses — Professional Staffing and Overseas — now contribute approximately 50% of total operating profitability, reflecting a structural shift in the company's business mix. Quess Corp also noted it has been certified as a "Great Place to Work" for the 7th consecutive year, with recognition across India, Singapore, and the Middle East, and received the "LinkedIn Talent Award 2025" for "AI Pioneer."