Quality Power Electrical Equipments Ltd

AGM details

• Date/time: 29 September 2026, 4:00 PM IST, via VC/OAVM.
• Meeting concluded at 5:20 PM IST; e-voting available for 15 minutes.

Key resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Re-appoint director retiring by rotation (Bharanidharan Pandyan).
• Ratify remuneration of Cost Auditors for year ending 31 March 2027.
• Re-appoint Thalavaidurai Pandyan as Chairman and MD; remuneration approved.
• Re-appoint Bharanidharan Pandyan as Joint MD; remuneration approved.
• Re-appoint Chitra Pandyan as Whole-Time Director; remuneration approved.
• Re-appoint Mahesh Saralaya as Whole-Time Director; remuneration approved.
• Re-appoint Sadayandi Ramesh for second term as Independent Director.

Dividend

• Dividend of ₹1 per equity share for FY ended 31 March 2026; promoters waived rights.

Voting results

• Voting results not disclosed; to be declared within 48 hours.

Directors

• Re-appointments of MD, Joint MD, two WTDs, and one Independent Director approved; remuneration as stated.

Auditors

• Cost Auditors remuneration for FY ending 2027 ratified.

Related party transactions

• No material related party transactions disclosed in proceedings.

Quality Power Electrical Equipments Limited — Trading Window closed from October 01, 2026 for the Quarter and half year ending September 30, 2026; will reopen 48 hours after the announcement/ declaration of the said Unaudited Financial Results by the Company to the Stock Exchange(s).

Resolution 1: Preferential issue to Win Win sellers

• Special resolution to issue up to 10,17,123 Swap Shares to Win Win selling shareholders.
• Issue price set at ₹1,460 per share, floor ₹1,456.40.
• Total consideration up to ₹272.34 crore; swap portion up to ₹148.50 crore.
• Balance ₹123.84 crore payable in cash, per SPA terms.
• Post-issue Swap Shares yield up to 1.30% post-preferential holding.
• Selling shareholders include Kamesh Yalamarty, Aaditya Yalamarty, Runa Yalamarty, and others.
• Valuation by independent CA Aman Bansal; monitoring by Brickwork Ratings.
• Swap Shares to be allotted dematerialized within 15 days of passing.
• Selling shareholders' pre-issue holding locked-in as per ICDR regulations.

Resolution 2: Fund raise via Qualified Institutions Placement

• Raise funds up to ₹700 crore via QIP for eligible QIBs.
• Issue may be equity shares or other securities in one or more tranches.
• Aggregate ₹700 crore; price to be determined per ICDR; discount up to 5%.
• Net proceeds for debt prepayment, capex, working capital, acquisitions, and general corporate purposes up to 25%.
• Board to finalize timing, price, and terms in consultation with lead managers.
• Minimum 10% of securities to mutual funds; listed with one-year lock-in; no promoter allotment.
• Monitoring agency required if issue size exceeds ₹100 crore.

Resolution 3: Related Party Borrowings with Promoter

• Ordinary resolution to borrow unsecured loans from promoter Mr. Bharanidharan Pandyan up to ₹175 crore.
• Tenure 11 years with 1-year moratorium; interest 9% per annum.
• Voters from related parties not counted per SEBI LODR rules.
• Promoters and related parties have interest; Audit Committee and Board approvals obtained.
• Debt/equity ratio to rise from 0.03 to 0.48; DSCR from 58.71 to 3.50.
• Funds to support expansion, working capital, and general corporate purposes.

Voting status

• Voting results not disclosed in filing; approvals to be determined at the EGM.

Shareholding/ control impact

• Resolution 1: post-issue public holding about 1.30%; no control change.
• Resolution 2: potential dilution; post-issue pattern not yet disclosed; control unchanged.
• Resolution 3: no change in control; promoter borrowing does not alter control.
• Selling shareholders will be public post-issuance.

Meeting Details

• Date: September 23, 2026.

Key Agenda Items

• Consider issuance of equity shares/equity-linked instruments via preferential issue and/or QIP for cash or non-cash, subject to approvals.

Other Notes

• Trading window for designated persons closed with immediate effect; reopens 48 hours after outcome declaration.

Meeting Details

• Meeting: Plant visit for Investors/Analysts on Friday, 11 September 2026 at 10:30 A.M.

Participants

• Key participants: Company officials will participate; specific roles not disclosed.

Purpose

• Purpose: plant visit tied to proposed acquisition of Winwin Speciality Insulators Limited.
• Discussion will reference latest publicly available documents.

Additional Notes

• No unpublished price-sensitive information will be shared during these meetings.

Preferential issue status

• Board deferred the proposed preferential issue to Winwin Speciality Insulators Limited.
• Ongoing due diligence and funding-mode evaluation for the issue.

Director re-appointments

• Re-appoint Thalavaidurai Pandyan as Chairman & MD for 5 years, 2027–2032, subject to shareholders' approval.
• Re-appoint Bharanidharan Pandyan as Whole-Time Director, Joint MD, for 5 years, 2027–2032, subject to approval.
• Re-appoint Chitra Pandyan as Whole-Time Director for 5 years, 2027–2032, subject to approval.
• Re-appoint Mahesh Saralaya as Whole-Time Director for 5 years, 2027–2032, subject to approval.
• Re-appoint Sadayandi Ramesh as Non-Executive Independent Director for 5 years, 2027–2032, subject to approval.

Regulatory disclosures

• Annexures I–V provide SEBI LODR-compliant director reappointment disclosures.