Key Matters Considered

1. Proposed Preferential Issue: The Board considered a proposal for a preferential issue of equity shares and/or convertible warrants to the shareholders of Winwin Speciality Insulators Limited. This was part of the closure of the transaction under Chapter V of the SEBI (ICDR) Regulations, 2018, Companies Act, 2013, and other applicable laws.

The Board deferred consideration of this proposal, citing the need for further evaluation of:

  • The Company's overall fund-raising proposal, including identification and evaluation of the appropriate mode (preferential issue, QIP, or other permissible mode) within the enabling authorization for fund-raising accorded by the Board on 13 May 2026.
  • The proposed preferential issue to Winwin Speciality Insulators Limited shareholders, including completion of ongoing due diligence on Winwin Speciality Insulators Limited.

The proposal will be taken up at a subsequent Board meeting. No specific disclosures for a preferential issue under Regulation 30 read with Schedule III are required at this time as no decision was taken.

2. Director Reappointments: The Board recommended the reappointment of five directors for five-year terms, based on the recommendation of the Nomination and Remuneration Committee, subject to shareholder approval:

  • Mr. Thalavaidurai Pandyan (DIN: 00439782) as Chairman & Managing Director from 1 March 2027 to 29 February 2032. He is a promoter with over four decades of experience in High Voltage Electrical Equipment, Power Systems, and Power Quality Solutions. He is the father of Mr. Bharanidharan Pandyan and spouse of Mrs. Chitra Pandyan.
  • Mr. Bharanidharan Pandyan (DIN: 01298247) as Whole-Time Director designated as Joint Managing Director from 1 March 2027 to 29 February 2032. He is a promoter with over two decades of experience in High Voltage Electrical Equipment, corporate strategy, M&A, and board governance. He is the son of Mr. Thalavaidurai Pandyan and Mrs. Chitra Pandyan.
  • Mrs. Chitra Pandyan (DIN: 02602659) as Whole-Time Director from 1 March 2027 to 29 February 2032. She has been associated with the Company since incorporation and oversees administrative functions. She is the spouse of Mr. Thalavaidurai Pandyan and mother of Mr. Bharanidharan Pandyan.
  • Mr. Mahesh Saralaya (DIN: 10509703) as Whole-Time Director from 1 March 2027 to 29 February 2032. He has been with the Company since 30 October 2006 as Manager in Marketing and has over two decades of experience in Electrical Engineering. He is not related to any other directors.
  • Mr. Sadayandi Ramesh (DIN: 00588780) as Non-Executive Independent Director for a second term from 15 March 2027 to 14 March 2032. He has over 40 years of business experience and is the promoter of Pothys Textiles. He is not related to any other directors.

All reappointments are accompanied by detailed annexures (I-V) providing information as required under SEBI Master Circular No. HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated 30 January 2026, including reasons for reappointment, terms, brief profiles, director relationships, and confirmation that none are debarred from holding director office.

Meeting Details

The Board meeting commenced at 6:00 PM and concluded at 6:20 PM IST on 2 September 2026.

Additional Information

This information is also available on the company's website at www.qualitypower.com.