Quess Corp Limited Board Approves Executive Director Re-designation and New ESOP Plan

Quess Corp announced significant leadership and compensation changes following its Board meeting on March 16, 2026. Mr. Lohit Bhatia has been re-designated as Executive Director and Group Chief Executive Officer starting June 1, 2026. Concurrently, Mr. Guruprasad Srinivasan resigned as Executive Director, effective May 31, 2026, moving to an advisory role. Furthermore, the Board approved a new stock plan, QSOP 2026, involving up to 52,50,000 RSUs.

Key Management Transitions Approved

The Board of Directors of Quess Corp Limited, meeting on March 16, 2026, approved several key changes concerning its Key Managerial Personnel, based on recommendations from the Nomination and Remuneration Committee (NRC).

Appointment of New Group CEO

Mr. Lohit Bhatia (DIN: 07980280) has been approved for re-designation and appointment as a Whole-time Director, designated as the Executive Director and Group Chief Executive Officer (CEO) of the Company. This appointment is effective from June 1, 2026, for a period of three years, subject to shareholder approval. Mr. Bhatia currently serves as the CEO and is confirmed not to be debarred by any regulatory authority.

Resignation of Executive Director

The Board accepted the resignation of Mr. Guruprasad Srinivasan (DIN: 07596207) from his position as Executive Director, effective at the close of business hours on May 31, 2026, concluding his 18-year tenure. The Company noted that Mr. Srinivasan will continue to provide strategic consultancy and advisory support post-tenure.

Introduction of Quess Stock Ownership Plan 2026 (QSOP 2026)

In line with its philosophy of aligning employee interests with shareholder value creation, the Board approved the introduction and adoption of a new stock incentive framework, the Quess Stock Ownership Plan 2026 (‘QSOP 2026’), alongside the amendment of the existing QSOP 2020.

Amendment to QSOP 2020

The existing QSOP 2020, initially set for 36,50,000 performance-oriented Restricted Stock Units (RSUs), has been amended. Since 18,27,032 RSUs have already been allocated, the Board approved reducing the total number of RSUs under QSOP 2020 to the allocated amount. The remaining 18,22,968 RSUs are being redeployed to the new QSOP 2026.

Details of QSOP 2026 Grant

The new QSOP 2026 is formulated to grant up to 52,50,000 performance-oriented RSUs to eligible employees across the Company and its subsidiaries. These RSUs are exercisable into an equivalent number of equity shares, corresponding to 3.52% of the share capital.

The vesting of these options will depend on both the Company’s performance (including achievement of Revenue, EBITDA, and Operating Cash Flow) and individual employee performance. The proposal mandates shareholder approval via Postal Ballot.

Trust Formation for Implementation

To facilitate the plan, the Board also approved the formation of an irrevocable employee welfare trust named ‘Quess Corp Limited Employees Welfare Trust’. This Trust will be responsible for the administration of QSOP 2026 and is authorized for the acquisition of Company shares, either through a fresh issue or secondary acquisition.

The maximum additional dilution under the new QSOP 2026 structure, factoring in the redeployed RSUs from QSOP 2020 (equivalent to 1.22% of paid-up capital), is estimated at 2.3% of the paid-up share capital.

Profile of New Executive Director (Annexure A Summary)

Mr. Lohit Bhatia possesses over 28 years of multi-industry leadership experience. Since joining Quess in 2011, he was instrumental in scaling the Staffing business from 13,000 to over 470,000 associates, establishing Quess as India’s No. 1 staffing enterprise. His leadership has driven significant EBITDA contribution from international M&A markets.

Resignation Confirmation (Annexure B Summary)

Mr. Guruprasad Srinivasan confirmed that his resignation was voluntary after 18 years of service, stating there were no material reasons other than his planned transition from an executive role.

Source: BSE

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