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.

Powerica Limited has announced exceptional financial results for Q3FY26, with consolidated net profit surging 226.5% year-on-year to ₹97.65 crore. The Board of Directors approved these results at their meeting held on April 21, 2026, marking the company's first quarterly disclosure since its successful IPO listing.

Regulatory Compliance and Publication

Pursuant to Regulation 30 read with Regulation 47 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Powerica Limited filed newspaper advertisement copies with stock exchanges on April 23, 2026. Company Secretary & Compliance Officer Anita Renuse submitted the documentation to both BSE Limited and National Stock Exchange of India Limited.

The unaudited financial results were published in Financial Express and Navshakti newspapers on April 23, 2026, ensuring compliance with regulatory disclosure requirements.

Outstanding Financial Performance

The company delivered remarkable growth across key financial metrics during Q3FY26. Revenue from operations reached ₹762.93 crore, representing an 8.3% increase from ₹704.22 crore in Q3FY25. The substantial profit growth was driven by improved operational efficiency and favorable tax adjustments.

Nine-Month Performance Highlights

For the nine-month period ending December 31, 2025, Powerica achieved consolidated revenue of ₹2,210.37 crore, up 14.5% from ₹1,931.08 crore in the previous year. Net profit for the period reached ₹232.20 crore, marking a substantial 72.4% increase from ₹134.70 crore in 9MFY25.

Segmental Business Performance

The Generator Set Business Division contributed 81.8% of total revenue at ₹1,807.16 crore in 9MFY26, achieving 11.8% year-on-year growth with an EBITDA margin of 9.3%. The Wind Power Business Division contributed 18.2% at ₹403.21 crore, demonstrating stronger 28.0% growth with an impressive EBITDA margin of 33.1%.

Tax Regime Transition and Board Changes

The exceptional profit growth was supported by a deferred tax credit of ₹67.53 crore following the company's decision to adopt the new concessional tax regime under Section 115BAA, effective from financial year 2026-27. This transition resulted in a write-back of ₹58.99 crore in the Statement of Profit and Loss.

The Board appointed Mr. Rabindra Nath Nayak as Additional Non-Executive Independent Director, effective April 21, 2026, for a five-year term. Nayak brings 39 years of power sector experience, including his role as former Chairman & Managing Director of Power Grid Corporation of India Limited. The appointment is subject to shareholder approval through postal ballot.

Additionally, the Board noted the resignation of Mr. Maheswar Sahu as Independent Director effective April 16, 2026, and reconstituted the Audit Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee following this change.

IPO Success and Financial Position

Powerica successfully completed its Initial Public Offering, raising ₹700 crore through fresh issue and ₹400 crore through offer for sale. The company's shares were listed on NSE and BSE on April 2, 2026. Post-IPO, the company has repaid approximately ₹525 crore of borrowings and maintains strong cash reserves of nearly ₹450 crore.

Powerica Limited's Q3FY26 results demonstrate exceptional operational performance and strategic positioning following its successful public market debut. With reduced debt burden, strong cash position, and diversified business segments showing robust growth, the company is well-positioned for continued expansion in both power generation and renewable energy sectors.