Change in Director / Key Managerial Personnel

Nature of change: Appointment and re-appointments of directors approved at 42nd Annual General Meeting held on September 24, 2026.

1. Appointment of Mr. Maheswar Sahu (DIN: 00034051)

  • Appointed as Non-Executive Non-Independent Director effective September 24, 2026
  • Qualifications: Bachelor of Science in Electrical Engineering from Regional Engineering College, Rourkela; Master's degree in Social Science (Development Administration) from University of Birmingham, U.K.
  • Experience: 1980-batch Indian Administrative Service (IAS) Officer with over 33 years of extensive experience with Government of India and Gujarat, retiring as Additional Chief Secretary of Industries and Mines Department
  • Current board positions: Ambuja Cements Limited, Maruti Suzuki India Limited, FYNX Capital Limited, Diamond Power Infrastructure Limited
  • Previous service: Independent Director of Powerica Limited for more than 7 years
  • Relationship: Not related to any director of the Company

2. Re-appointment of Ms. Renu Naresh Oberoi (DIN: 00114588)

  • Re-appointed as Whole-time Director for further term of 3 consecutive years with effect from April 1, 2027
  • Member of Promoter group and Whole-time Director of the Company
  • Qualifications: Diploma in fashion designing from London College of Fashion
  • Experience: Associated with Company since 2012; over 12 years of experience in wind power operations and corporate functions
  • Responsibilities: Corporate and administrative functions, overall strategy of the Company
  • Relationship: Relative of Mr. Bharat Oberoi and Mr. Jai Ram Oberoi; not related to any other Director

3. Re-appointment of Mr. Pradeep Omprakash Gupta (DIN: 00013424)

  • Re-appointed as Whole-time Director for further term of 3 consecutive years with effect from April 1, 2027
  • Originally appointed as Vice-President (Corporate Affairs) in 2004; Whole-time Director since September 2, 2016
  • Qualifications: Bachelor's degree in textile technology from Maharishi Dayanand University
  • Experience: More than 34 years of experience in managerial positions; worked as Advisor and heading wind energy division
  • Responsibilities: Overseeing overall strategy, investments and operations of the Wind Division
  • Relationship: Not related to any director of the Company

4. Re-appointment of Mr. Udaya Shankar Jena (DIN: 09613584)

  • Re-appointed as Independent Director for second term of 5 consecutive years with effect from June 24, 2027
  • Qualifications: Master's of Arts degree in economics from Jawaharlal Nehru University
  • Experience: More than 20 years of experience in management roles; previously associated with SBI Gilts Limited and Societe Generale
  • Current role: Associated with Company since 2022; Chairman of Audit Committee
  • Compliance: Confirmed meeting independence criteria under Section 149 of Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations; not debarred from holding director office
  • Relationship: Not related to any director of the Company

5. Re-appointment of Mr. Sunil Godwin Lobo (DIN: 06477020)

  • Re-appointed as Independent Director for second term of 5 consecutive years with effect from June 27, 2027
  • Qualifications: Bachelor's degree in commerce from University of Bombay; post graduate diploma in business administration from K.J. Somaiya Institute of Management Studies and Research, Mumbai
  • Experience: More than 29 years of experience in corporate and investment banking; previously associated with BNP Paribas as director – wealth management
  • Current role: Heads Corporate Banking business for Doha Bank in India; president of Bombay Young Men's Christian Association; trustee of Christian Medical and Educational Fellowship Trust, Mumbai since 2015
  • Compliance: Confirmed meeting independence criteria under Section 149 of Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations; not debarred from holding director office
  • Relationship: Not related to any director of the Company

Any Other Material Information

Appointment of Secretarial Auditor

  • M/s. Martinho Ferrao & Associates, Practicing Company Secretaries appointed as Secretarial Auditors
  • Term: 5 consecutive years commencing from FY 2026-27 up to FY 2030-31
  • Firm details: Membership No. FCS 6221 / C.P. No. 5676, Mumbai; Peer Reviewed Firm
  • Experience: Over 2 decades in Corporate Governance and Compliance; expertise in Secretarial Audits, Compliance Audits, Due Diligence across wide spectrum of industries and Section 8 Associations
  • Services: Advisory and compliance services under Corporate Laws, SEBI Regulations, FEMA Regulations, Shipping laws, restructuring including Merger & Acquisition, drafting of agreements and legal documentation
  • Quality: Peer Reviewed and Quality Reviewed by Institute of Company Secretaries of India (ICSI)

Regulatory Compliance

  • Disclosures made pursuant to Regulation 30 read with Schedule III of SEBI Listing Regulations
  • Reference to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • Information available on company website: www.powericaltd.com