Porwal Auto Components Ltd — Important, 29-09-2025: Company Update
To,
General Manager-Listing
BSE Limited,
P. J. Towers, Dalal Street,
Mumbai (M.H.) -400001
Certification
Date: 29th September, 2025
Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Reguirements) Regulations. 2015 ("SEBI Listing
Regulations") -Amendment/ Alteration to Memorandum of Association. Articles of
Association and adoption of new set ofMOA of Company
Scrip Code -532933: ISIN -INE386J01Q18
Dear Sir/Madam,
Pursuant to Regulation 30 and other applicable provisions of the SEBI Listing Regulations, we
would like to inform you that the Members of the Company, in the Annual General Meeting
held on 26th September, 2025 at 01:00 P.M. through VC have considered and approved the
amended to the Memorandum of Association (MOA), Article of Association (AOA) and
adoption of new set of MOA of the Company, pursuant to the applicable provisions of the
Electricity Act, 2003, and Madhya Pradesh Electricity Regulatory Commission Captive Generating
Plants verification Regulations G-45 of 2023 and amendments, guidelines issued by the
Government of Madhya Pradesh and .other relevant authorities governing captive power
generation, enabling provisions for gener?tion and consumption of electricity for captive use.
Disclosure as required under Securities and Exchange of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.
SEBI/HO/CFD/PoD2/CIR/P /0155 dated November 11, 2024 and and SEBI/HO/CFD/CFD-
PoD-2/CIR/P /2024/185 dated December 31, 2024, are enclosed herewith as 'Annexure A'&
'Annexure B.
Thanking You,
Yours Faithfully,
For PORWAL AUTO COMPONENTS LIMITED
DEVANDRA JAIN
MANAGING DIRECTOR
(DIN: 00232920)
Enclosure: a/a
9 Regd. Office & Works:
Plot No. 209 & 215, Sector-I, Industrial Area, Pithampur-454 775. (M.P) -INDIA
+917292403608,421300 C2J +917292405120
r8I admin@porwalauto.com G www.porwalauto.com CI N-l34300M P1992PLC006912
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ANNEXURE A
AMENDMENT TO THE MOA
Details as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular
No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, with respect to the
Memorandum of Association ("MOA") and Articles of Association ("AOA") of the Company
approved by members at the 33rd Annual General Meeting:
----S. No. Reason for Changes
1 Pursuant to the applicable provisions of the Electricity Act, 2003, and Madhya Pradesh
Electricity Regulatory Commission Captive Generating Plants verification Regulations G-
45 of 2023 and amendments, guidelines issued by the Government of Madhya Pradesh
and other relevant authorities governing captive power generation, it was a mandatory
requirement that the Memorandum of Association (MOA) and, where necessary, the
Articles of Association (AOA) of the consumer company include enabling provisions for
generation and consumption of electricity for captive use.
2 Amendment in the MOA:
The members have approved the alteration of the Object Clause of the Memorandum of
Association by replacing/subtituting the existing Sub-Clause 4 of Clause IIJeA) with the
following new clause, at the Annual General Meeting:
"4. To carryon the business of generating, producing, refining, improving, buying,
selling, acquiring, using, transmitting, distributing, and accumulating power or
electricity from renewable and other conventional/non-conventional energy sources,
including but not limited to solar (rooftop and ground-mounted), solar with battery
storage, stand alone battery storage ,wind, hydel, biomass, tidal energy, and energy
derived from petroleum products and by-products such as petroleum coke, LNG, and
vacuum residue pitch; and to undertake all related activities including the
establishment, installation, commissioning, operation, and maintenance of power plants,
substations, transmission systems, and associated infrastructure primarily for the
purpose of captive consumption for the Company's operations or as may be incidental or
conducive to the efficient conduct of the Company's main business activities, to engage
in research, conSUltancy, and development of methods for energy efficiency, energy
conservation, and improved productivity in connection with the Company's
manufacturing, processing, packaging, and storage facilities." __ _
3 The existing MOA of the Company was based on the provisions of the erstwhile
Companies Act, 1956. Accordingly, in order to align the MOA with the provisions of the
Companies Act, 2013, and as per the provisions of Section 13 and other applicable
provisions of the Act and rules framed thereunder, it has been approved to adopt a new
set of MOA in the format as per Table A of Schedule I of the Companies Act, 2013.
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ANNEXUREB
AMENDMENTTOTHEAOA
Details as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular
No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, with respect to the
Memorandum of Association ("MOA") and Articles of Association ("AOA") of the Company
approved by members at the 33rd Annual General Meeting:
S.No.
1.
2.
Reason for Changes
Pursuant to the applicable provisions of the Electricity Act, 2003, and guidelines issued
by the Government of Madhya Pradesh and other relevant authorities governing captive
power generation, it was a mandatory requirement that the Memorandum of Association
(MOA) and, where necessary, the Articles of Association (AOA) of the consumer company
include enabling provisions for generation and consumption of electricity for captive usc.
Amendment in the AOA:
The members have approved an amendment to the Articles of Association of the
Company by inserting a new clause No. (134), at the Annual General Meeting:
Power Purchase Agreement and Wheeling Agreement (WA) or PPA/PPWA
"Power Purchase Agreement and Wheeling Agreement (WA) or PPA/PPWA" shall mean
the power purchase agreements and power purchase and wheeling agreements entered
into between the Company, government companies, transmission companies,
distribution companies, third party companies, and other government electricity
companies/boards and Captive Users/third party power sales; and shall include all other
power purchase agreements that may be entered into between the Company and Captive
User/third party power sale, in the future and upon mutual written agreement, for
supply of electricity by the Company to Captive User on a captive consumption basis or
third party power sale basis.
Project/s
"Project/s" means the solar, solar-wind hybrid, solar with battery storage, stand alone
battery storage or any other power plants installed/established by the Company for
generating and supplying electricity to the Captive User on a captive consumption basis
or sale of power to third party basis, and shall include all other projects that may be
entered into between the Company and Captive User/third party power sale, in the
future and upon mutual written agreement, for generation and supply of electricity by
the Company to Captive User on a captive consumption basis or third party power sale
basis, whether set up on ownership/leased land provided by Captive User/third party
for such project on lease, ownership, or otherwise."
Thanking You,
Yours Faithfully,
For PORWAL AUTO COMPONENTS LIMITED
DEVANDRA JAIN
MANAGING DIRECTOR
(DIN: 00232920)
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