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Porwal Auto Components LtdImportant, 29-09-2025: Company Update

29-09-2025 | 10:59 pm

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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