Quess Corp Shareholders Approve All Five Postal Ballot Resolutions, Including New Stock Ownership Plan and Director Appointment

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.

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:

Metric: Details Resolution Type: Special Total Votes Polled: 11,52,97,142 % of Paid-up Capital Polled: 77.20% Votes in Favour: 11,48,90,920 (99.65%) Votes Against: 4,06,222 (0.35%) Members Voted (e-voting): 413 Promoter/Promoter Group Interested: No

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:

Metric: Details Resolution Type: Special Total Votes Polled: 11,52,97,752 % of Paid-up Capital Polled: 77.21% Votes in Favour: 11,25,36,952 (97.61%) Votes Against: 27,60,800 (2.39%) Members Voted (e-voting): 414 Promoter/Promoter Group Interested: No

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.

Metric: Details Resolution Type: Special Total Votes Polled: 11,52,97,802 % of Paid-up Capital Polled: 77.21% Votes in Favour: 11,09,81,319 (96.26%) Votes Against: 43,16,483 (3.74%) Members Voted (e-voting): 415 Promoter/Promoter Group Interested: No

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.

Metric: Details Resolution Type: Special Total Votes Polled: 11,52,97,802 % of Paid-up Capital Polled: 77.21% Votes in Favour: 11,24,44,755 (97.53%) Votes Against: 2,85,3047 (2.47%) Members Voted (e-voting): 415 Promoter/Promoter Group Interested: No

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.

Metric: Details Resolution Type: Ordinary Total Votes Polled: 11,52,97,333 % of Paid-up Capital Polled: 77.21% Votes in Favour: 11,50,99,865 (99.83%) Votes Against: 1,97,468 (0.17%) Members Voted (e-voting): 412 Promoter/Promoter Group Interested: No

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).

Quess Corp Limited's Board of Directors, at its meeting held on May 04, 2026, declared a special interim dividend of Rs. 3/- per equity share at the rate of 30% of the face value of Rs. 10/- each for the Financial Year 2025-26. The record date for determining the entitlement of shareholders was fixed as Friday, May 08, 2026. The dividend is scheduled to be paid on or before May 21, 2026, or within 30 days from the date of declaration, in accordance with the provisions of the Companies Act, 2013. The payment will be made to registered shareholders whose names appear on the register of members or in the records of the Depository as beneficial owners on the Record Date.

Dividend Details at a Glance

The key parameters of the special interim dividend are summarised below:

Parameter: Details Dividend Type: Special Interim Dividend Dividend Per Share: Rs. 3/- Rate: 30% of face value Face Value: Rs. 10/- per equity share Financial Year: 2025-26 Board Declaration Date: May 04, 2026 Record Date: Friday, May 08, 2026 Payment Deadline: On or before May 21, 2026

TDS Framework Under the Income Tax Act, 2025

Pursuant to the provisions of the Income Tax Act, 2025, dividends paid or distributed by a company are taxable in the hands of shareholders. Accordingly, Quess Corp is required to deduct tax at source (TDS) at the time of making dividend payment at prescribed rates. The applicable TDS rates vary depending on the residential status of the shareholder and the documents submitted and accepted by the company.

TDS Rates for Resident Shareholders

The following table outlines the TDS rates and documentation requirements for resident shareholders:

Category of Shareholder: Tax Deduction Rate Documents / Exemption Applicability Any resident shareholder (With PAN): 10% — as per Section 393(4) [Table: S.No.10] of the Act Update/verify PAN and residential status with depositories or RTA (MUFG Intime India Private Limited). PAN must be linked with Aadhaar as per Section 262(9) read with Rule 162 of the Income Tax Rules, 2026; inoperative PAN attracts higher TDS under Section 397(2). Resident Individual — aggregate dividend income not exceeding INR 10,000/- during TY 2026-27: NIL No deduction applicable Shareholder exempted via circular/notification: NIL Attested copy of PAN and documentary evidence of exemption required Submitting Form 121: NIL Eligible shareholder providing Form 121 (Annexure 1) on fulfilment of prescribed conditions; PAN is mandatory Certificate under Section 395(1) of the Act: Rate provided in the Certificate Self-attested copy of Lower/NIL withholding tax certificate from Income Tax authorities Insurance Companies (Public & Other): NIL Self-declaration of full beneficial interest, self-attested PAN card copy, and registration certificate (Annexure 2) Corporation exempt from income tax under a Central Act: NIL Documentary evidence of coverage under Section 196 of the Act (Annexure 2) Mutual Funds: NIL Self-declaration of specification in Schedule VII (Table: Sl. No. 20 or 21) of Section 11 of the Act, self-attested PAN card copy, and registration certificate (Annexure 2) Alternative Investment Fund (AIF) established in India: NIL Documentary evidence under Notification No. 51/2015 dated 25 June 2015, or self-declaration of income exemption under Schedule V [Table: Sl. No. 1] of Section 11 of the Act, as Category I or II AIF under SEBI regulations, with self-attested PAN card copy and registration certificate (Annexure 2) Recognized Provident Fund: NIL Self-attested copy of valid order from Commissioner under Rule 3 of Part A of Schedule XI to the Act, or valid documentary evidence of establishment under the Employees Provident Funds Act, 1952 (Annexure 2) Approved Superannuation Fund / Approved Gratuity Fund / National Pension Scheme Trust: NIL Self-attested copy of valid approval under Rule 2 of Part B or Part C of Schedule XI to the Act, as applicable (Annexure 2) Resident shareholder without PAN / Invalid PAN / Inoperative PAN: 20% — as per Section 397(2) of the Act Higher rate applies in absence of valid PAN

Key notes for resident shareholders:

Recording a valid Permanent Account Number (PAN) for the registered Folio/DP ID-Client ID is mandatory. In the absence of a valid PAN or in case of an inoperative PAN, tax will be deducted at a higher rate of 20% as per Section 397(2) of the Act.

Shareholders holding shares under multiple accounts under different status/category with a single PAN should note that the higher applicable tax rate will be considered on their entire holding across different accounts.

TDS Rates for Non-Resident Shareholders

The following table outlines the TDS rates and documentation requirements for non-resident shareholders:

Category of Shareholder: Tax Deduction Rate Documents / Exemption Applicability Any non-resident shareholder (other than FIIs/FPIs): 20% (plus applicable surcharge and cess) — as per Section 393(2) [Table Sl. No 17] read with Section 207(1) [Table Sl. No. 1] of the Act, subject to applicable Treaty rate Self-attested PAN card copy; Tax Residency Certificate (TRC) valid for TY 2026-27 or calendar year 2026; electronically furnished Form 41 and its acknowledgement from the Income Tax portal; self-declaration confirming no Permanent Establishment in India and eligibility for Tax Treaty benefit (Annexure 3); declaration on applicability of treaty provisions including GAAR and MLI provisions (Annexure 4) FIIs / FPIs: 20% (plus applicable surcharge and cess) — as per Section 393(2) [Table Sl. No 17] read with Section 207(1) [Table Sl. No. 1] of the Act, subject to applicable Treaty rate All documents as stated above for treaty relief; update/verify PAN and legal entity status with depositories or RTA; declaration on investment route (FDI or FPI); self-attested copy of SEBI Registration certificate Certificate under Section 395(1) of the Act: Rate provided in the Order Self-attested copy of Lower/NIL withholding tax certificate from Income Tax authorities

Key notes for non-resident shareholders:

Shareholders holding shares under multiple accounts under different status/category with a single PAN should note that the higher applicable tax rate will be considered on their entire holding across different accounts.

The company is not obligated to apply beneficial tax treaty rates, read with the MLI provision, at the time of tax deduction. The application of the beneficial treaty rate shall depend upon the completeness and satisfactory review of documents submitted by non-resident shareholders.

Document Submission Deadline and Process

All required documents, as detailed in Tables 1 and 2, must be uploaded on the RTA portal at https://web.in.mpms.mufg.com/formsreg/submission-of-Form-121-41.html on or before Sunday, May 10, 2026, 05:00 P.M. (IST). No communication or documents received after this deadline will be considered for tax determination or deduction. Email communications to the RTA or the company in this regard will not be accepted. Shareholders are advised to upload documents at the earliest to enable the company to determine the appropriate TDS rates.

Bank Account Updation and KYC Compliance

Shareholders are requested to ensure that their bank account details in their respective demat accounts are updated to enable timely credit of dividends. As per the SEBI Master Circular dated February 06, 2026, shareholders holding shares in physical form whose folios are not updated with KYC details — including PAN, contact details, mobile number, bank account details, and signature — shall be eligible to receive dividends only in electronic mode, subject to updation of the said details. The company will arrange to email a soft copy of the TDS certificate to shareholders' registered email IDs in due course, post payment of the dividend. Shareholders will also be able to view the credit of TDS in Form 26AS, downloadable from their e-filing account at https://www.incometax.gov.in/iec/foportal . Shareholders are advised to consult their own tax advisors for provisions applicable to their specific circumstances.

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