Meeting Details

  • Date: Monday, 19th October 2026
  • Time: 04.00 P.M. IST
  • Location/Type: Held through Video Conferencing / Other Audio-Visual Means (VC/OAVM). The Registered Office of the Company (Plot No L-61, M.I.D.C. Kupwad Block, Sangli, Maharashtra 416 436) is the deemed venue.
  • Cut-off Date: 12th October 2026 for determining eligibility to vote.

Summary of Proposed Resolutions and Implications

Item No. 1 – Preferential Issue for Acquisition of Winwin Speciality Insulators Limited

This is a Special Resolution to approve the issuance of up to 10,17,123 equity shares of the Company (face value ₹10 each) to the selling shareholders of Winwin Speciality Insulators Limited ("Win Win").

  • Purpose: To discharge part of the consideration for acquiring up to 1,91,95,007 equity shares (100% stake) of Win Win.
  • Issue Price: ₹1,460.00 per share, which is not less than the calculated floor price of ₹1,456.40.
  • Total Acquisition Cost: ₹272.34 Crores for Win Win shares at ₹141.88 per share.
  • Consideration Breakdown: Approximately ₹148.50 Crores will be settled via share swap (issuing the 10,17,123 shares), and the balance ₹123.84 Crores will be paid in cash.
  • Valuation: Conducted by CA Aman Bansal, an independent registered valuer (IBBI Reg. No. IBBI/RV/06/2025/15829).
  • Allottees: The shares will be issued to 10 individual selling shareholders of Win Win. The largest allottees are Kamesh Yalamarty (6,23,347 shares / 0.79% post-issue holding), Aaditya Yalamarty (1,61,036 shares / 0.21%), and Runa Yalamarty (1,36,982 shares / 0.17%).
  • Lock-in: The swapped shares will be subject to lock-in as per SEBI ICDR Regulations.
  • Implication: The acquisition is intended to enhance the Company's competitiveness and integrated business model.

Item No. 2 – Approval for Raising Capital via QIP

This is a Special Resolution to grant the Board of Directors a general authorization to raise funds.

  • Instrument: Equity shares and/or other securities convertible into equity (e.g., warrants, convertible debentures).
  • Amount: Up to ₹700 Crores (Rupees Seven Hundred Crores).
  • Method: Qualified Institutions Placement (QIP) to eligible Qualified Institutional Buyers (QIBs).
  • Utilization of Proceeds: The net proceeds are intended for:
  • Prepayment/repayment of borrowings (Company/subsidiaries).
  • Capital expenditure.
  • Working capital requirements.
  • Supporting growth opportunities (organic/inorganic).
  • General corporate purposes (capped at 25% of the issue size).
  • Key Terms: Pricing will be based on the SEBI ICDR Regulations floor price formula, with a possible discount of up to 5%. No allotment will be made to promoters or their related parties.

Item No. 3 – Approval of Related Party Transaction (Loan)

This is an Ordinary Resolution to approve a material related party transaction.

  • Parties: Between the Company and Mr. Bharanidharan Pandyan (Joint Managing Director and Promoter).
  • Transaction: Availing unsecured loan(s).
  • Amount: Aggregate principal not exceeding ₹175,00,00,000 (Rupees One Hundred Seventy-Five Crore).
  • Terms: Tenure of 11 years, including a 1-year moratorium on principal repayment. Interest rate of 9% per annum.
  • Materiality: The transaction value represents approximately 184.74% of the Company's annual consolidated turnover for FY 2025-26, making it a 'material' RPT requiring shareholder approval. Related parties will be barred from voting on this resolution.

Voting Process and Methods

  • Remote E-voting: The facility is provided by MUFG Intime India Private Limited.
  • Voting Period: Commences on Friday, 16th October 2026 (09:00 a.m. IST) and ends on Sunday, 18th October 2026 (05:00 p.m. IST).
  • Voting at Meeting: Members attending the VC/OAVM meeting who have not voted remotely can vote electronically during the meeting.
  • Scrutinizer: Mr. Abhay R. Gulavani, Practicing Company Secretary, has been appointed to scrutinize the e-voting process.
  • Result Declaration: The scrutinizer's report and voting results will be submitted to the stock exchanges (BSE: Scrip Code 544367; NSE: Symbol QPOWER) and displayed on the Company's website (www.qualitypower.com) and the RTA's website (www.instavote.linkintime.co.in).

Compliance Confirmation

The notice confirms compliance with the applicable provisions of:

  • The Companies Act, 2013 (including Sections 102, 108, 112, 113, 177).
  • The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including Regulations 23, 30, 44).
  • The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
  • SEBI Circulars, including SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, and SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.
  • MCA Circulars allowing EGMs through VC/OAVM.