Powerica Limited has announced that its Board of Directors will meet on Thursday, May 28, 2026. The meeting has been convened in accordance with Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Agenda for the Meeting

The primary purpose of the meeting is to consider and approve the audited standalone and consolidated financial results of the company. These results pertain to the quarter and financial year ended March 31, 2026.

Trading Window Closure

In reference to a previous intimation dated April 2, 2026, the company stated that the trading window for dealing in the securities of Powerica Limited remains closed. The window will reopen 48 hours after the conclusion of the board meeting scheduled for May 28, 2026.

Key Details

Powerica Limited has issued a postal ballot notice dated May 11, 2026, seeking shareholder approval for the appointment of Mr. Rabindra Nath Nayak (DIN: 02658070) as an Independent Director of the Company. The notice was dispatched electronically to members whose names appeared in the Register of Members as on the cut-off date of Friday, May 08, 2026. The Board of Directors had approved the notice at its meeting held on Tuesday, April 21, 2026, and authorised the Company Secretary to issue the same. Subsequently, on May 12, 2026, the Company filed a newspaper advertisement under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming the dispatch of the Postal Ballot Notice. The advertisement appeared in Financial Express in English and Navshakti in Marathi.

Proposed Resolution

The postal ballot contains a single item of Special Business, requiring members to pass a Special Resolution. The following table summarises the key details of the proposed resolution:

Mr. Nayak was initially appointed as an Additional Director in the capacity of a Non-Executive Independent Director effective April 21, 2026, subject to member approval. The Nomination and Remuneration Committee (NRC) evaluated his skills, expertise, and competencies before recommending his appointment to the Board. The Board has noted that Mr. Nayak's knowledge and experience in the power sector will be of value to the Company in his capacity as an Independent Director.

Profile of the Proposed Independent Director

Mr. Rabindra Nath Nayak holds a Bachelor's degree from NIT Rourkela and a Master's degree in Electrical Engineering from IIT Kharagpur. He has approximately 39 years of experience in senior-level positions at premier Central Public Sector Undertakings (PSUs) in the power sector, including Power Grid Corporation of India Limited (PGCIL) and NTPC. He served as Chairman & Managing Director of PGCIL, a Maharatna Company, where he led a team of about 10,000 employees and contributed to more than doubling the assets, revenue, and profit of the organisation over a period of just over three years.

Mr. Nayak has introduced several new technologies in India, including 800 kV UHV HVDC, 1200 kV UHV AC, Smart Grid, RE Integration into the Indian Grid, and state-of-the-art technology in Load Dispatch Centers for Real Time Grid Management. He has received the "Outstanding Entrepreneurship Award" at the annual Asia Pacific Entrepreneurship Awards 2014 India on March 4, 2014, and has been recognised as Best CEO in Power Sector in "The 2013, 2014 & 2015 ALL-ASIA EXECUTIVE TEAM: BEST CEO's" in the Institutional Investor Survey of Asia. He is also a consultant to the World Bank Group, Washington, and serves several international cross-border projects and leading international consulting companies.

The following table outlines his current directorships in listed companies and committee memberships:

Mr. Nayak has resigned from the directorship of IRM Energy Limited in the last three years. He is not related to any other Director or Key Managerial Personnel of the Company, and holds no shares in Powerica Limited, either on his own account or on a beneficial basis.

Age-Related Regulatory Approval

In terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the continuation of directorship of a Non-Executive Director who has attained the age of 75 years requires approval of members by way of a Special Resolution. Mr. Rabindra Nath Nayak, born on September 23, 1955, will attain the age of 75 years on September 23, 2030 during his proposed term as Independent Director. Accordingly, the Special Resolution also seeks member approval for continuation of his directorship beyond the age of 75 years, up to the completion of his proposed term ending April 20, 2031.

E-Voting Schedule and Process

The Company has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process. Members eligible to vote are those whose names appeared in the Register of Members as on the cut-off date of Friday, May 08, 2026. Voting rights are proportionate to each member's share of the paid-up equity share capital as on the cut-off date.

The Board has appointed Mr. Martinho Ferrao of M/s. Martinho Ferrao & Associates, Practicing Company Secretaries, as the Scrutinizer to oversee the remote e-voting process in a fair and transparent manner. The Scrutinizer's report and results will be published on the Company's website at www.powericaltd.com , on the NSDL website at www.evoting.nsdl.com , and communicated to BSE Limited and National Stock Exchange of India Limited. The resolution, if passed by the requisite majority, will be deemed to have been passed on Wednesday, June 10, 2026, the last date specified for remote e-voting.