Shareholders meeting

Date: September 24, 2026 To, To, Sr. General Manager Sr. General Manager Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Bandra Kurla Dalal Street, Mumbai – 400001 Complex, Bandra (E), Mumbai – 400051 Scrip Code: 544744 Symbol: POWERICA Sub.: Proceedings of the 42nd Annual General Meeting of Powerica Limited (“the Company”) Dear Sir/ Madam, The 42nd Annual General Meeting (“AGM”) of the Company was held on Thursday, September 24, 2026, at 11:30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), without the physical presence of the Members at a common venue, in compliance with the applicable General Circulars issued by the Ministry of Corporate Affairs and the applicable provisions of the Companies Act, 2013, rules made thereunder and the regulations issued by the Securities and Exchange Board of India (“SEBI”). In accordance with Regulation 30 read with Clause 13 of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the proceedings of the AGM. This same is also being uploaded on the website of the Company at www.powericaltd.com. This is for your information and records. Thanking you. Yours faithfully, For Powerica Limited Anita Praful Renuse Company Secretary & Compliance Officer ACS 25102 POWERICA LIMITED Registered & Corporate Office: 9th Floor, Bakhtawar, Nariman Point, Mumbai - 400021 CIN: L31100MH1984PLC032825 | Tel: 022 66562525 | Email: investorrelations@powericaltd.com | Web: www.powericaltd.com SUMMARY OF THE PROCEEDINGS OF THE 42ND ANNUAL GENERAL MEETING OF POWERICA LIMITED HELD ON THURSDAY, SEPTEMBER 24, 2026 AT 11:30 A.M. (IST) THROUGH VIDEO CONFERENCING / OTHER AUDIO-VISUAL MEANS. The 42nd Annual General Meeting (“AGM”) of Powerica Limited (“the Company”) was duly convened and held on Thursday, September 24, 2026 at 11:30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) in compliance with the applicable General Circulars issued by the Ministry of Corporate Affairs (“MCA”) and the applicable provisions of the Companies Act, 2013 (“the Act”), the rules made thereunder and the regulations issued by the Securities and Exchange Board of India (“SEBI”). A total of 66 members attended the AGM through VC/OAVM. Ms. Anita Renuse, Company Secretary and Compliance Officer of the Company introduced herself and confirmed that the requisite quorum was present. She then requested Mr. Bharat Oberoi, Chairman and Managing Director of the Company to commence the proceedings of the meeting. The Chairman commenced the proceedings by welcoming everyone to the 42nd AGM of the Company. He thereafter introduced the Directors and Key Managerial Personnel present at the meeting, as set out below: Name Designation Mr. Pradeep Gupta Whole-time Director Ms. Renu Oberoi Whole-time Director Mr. Jai Ram Oberoi Whole-time Director Mr. Maheswar Sahu Non-Executive, Non-Independent Director Mr. Udaya Jena Independent Director, Chairman of the Audit Committee Mr. Sunil Lobo Independent Director, Chairman of the Stakeholders Relationship Committee and the Nomination and Remuneration Committee Ms. Sowmya Chaturvedi Independent Director Mr. Tapan Ray Independent Director Mr. Ritesh Kumar Agrawal Group Chief Financial Officer The Chairman further informed that the authorized representatives of M/s. Kapoor & Parekh Associates, Statutory Auditors, M/s. Martinho Ferrao & Associates, Secretarial Auditors, M/s. V.J. Talati & Co., Cost Auditors and M/s. DMKH & Co., Internal Auditors had also joined the meeting. He then requested the Company Secretary to provide the general instructions relating to the proceedings of the meeting. The Company Secretary accordingly briefed the Members as follows: POWERICA LIMITED Registered & Corporate Office: 9th Floor, Bakhtawar, Nariman Point, Mumbai - 400021 CIN: L31100MH1984PLC032825 | Tel: 022 66562525 | Email: investorrelations@powericaltd.com | Web: www.powericaltd.com a. The AGM was being conducted through VC/OAVM in compliance with the applicable provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant MCA and SEBI circulars. The AGM shall be deemed to have been held at the registered office of the Company. b. The AGM was conducted through the platform provided by MUFG Intime India Private Limited, formerly known as Link Intime India Private Limited, the Registrar and Transfer Agent of the Company (“RTA”). c. The proceedings of the AGM were recorded, and the Statutory Registers and relevant documents were available electronically for inspection through the RTA portal. d. Remote e-voting had been provided to the Members, and Members who had not voted remotely could vote during the AGM. e. Mr. Martinho Ferrao of M/s. Martinho Ferrao & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer for the remote e-voting and e-voting during the AGM. The voting results and Scrutinizer’s Report would be published within the prescribed period. Thereafter, the Chairman addressed the Members and delivered his speech. The Chairman then proceeded to take up the formal business of the meeting as set out in the Notice. The Members were informed that there were no qualifications, reservations, adverse remarks and disclaimers in the Statutory Auditor’s Reports and the Secretarial Audit Report for the financial year ended March 31, 2026, hence, Statutory Auditor's Reports and Secretarial Audit Report were taken as read at the Meeting. Thereafter, the following business items as set out in the Notice convening the 42nd AGM were read out by the Chairman and were transacted at the AGM: Agenda Resolution Type of resolution item no. Ordinary Business: 1 Consideration and adoption of the Audited Standalone Ordinary Resolution Financial Statements of the Company for the Financial Year ended March 31, 2026 and the Reports of the Board of Directors and Auditors thereon. 2 Consideration and adoption of the Audited Consolidated Ordinary Resolution Financial Statements of the Company for the Financial Year ended March 31, 2026 and the Report of the Auditors thereon. 3 Re-appointment of Mr. Jai Ram Oberoi (DIN: 10361810), Ordinary Resolution as a Director liable to retire by rotation. Special Business: 4 Ratification of remuneration payable to the Cost Auditors Ordinary Resolution for the financial year 2026-27. POWERICA LIMITED Registered & Corporate Office: 9th Floor, Bakhtawar, Nariman Point, Mumbai - 400021 CIN: L31100MH1984PLC032825 | Tel: 022 66562525 | Email: investorrelations@powericaltd.com | Web: www.powericaltd.com 5 Appointment of M/s. Martinho Ferrao & Associates, Ordinary Resolution Practicing Company Secretaries as the Secretarial Auditors of the Company. 6 Appointment of Mr. Maheswar Sahu (DIN: 00034051) as Ordinary Resolution Non-Executive Non-Independent Director of the Company. 7 Approval for payment of commission to Independent Ordinary Resolution Directors of the Company. 8 Revision in remuneration of Mr. Tushar Gupta, son of Mr. Ordinary Resolution Pradeep Omprakash Gupta in Powerica Renewable Infra Private Limited (“PRIPL”), Subsidiary Company. 9 Re-appointment of Ms. Renu Naresh Oberoi (DIN: Special Resolution 00114588) as Whole-time Director of the Company. 10 Reappointment of Mr. Pradeep Omprakash Gupta (DIN: Special Resolution 00013424) as Whole-time Director of the Company. 11 Re-appointment of Mr. Udaya Shankar Jena (DIN: Special Resolution 09613584) as an Independent Director of the Company for a term of 5 years effective June 24, 2027. 12 Re-appointment of Mr. Sunil Godwin Lobo (DIN: Special Resolution 06477020) as an Independent Director of the Company for a term of 5 years effective June 27, 2027. Thereafter, Members who had registered as speakers were given an opportunity to ask questions and share their views. Mr. Bhar [Showing first 8,000 characters — download PDF for full document]