Your Directors have pleasure in presenting the 13^th (Thirteenth) Board’s Report on the business and operations of
your Company along with the Audited Financial Statements for the Financial Year ended 31^st March 2026.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended 31^st March 2026 is summarized below:

STATE OF THE COMPANY''S AFFAIRS

The highlights of the Company’s performance during the
financial year 2025-26 are as under:

a) Net Revenue from operations increased to 11,789.34
Crore from 11018.67 Crore, marking a superb growth
of ~75.65%.

b) Profit Before Tax increased to 1358.86 Crore from
1221.95 Crore, reflecting a growth of ~61.69%.

c) EBITDA stood at 1406.60 Crore as against 1232.87
crore in the previous financial year, registering a
growth of approximately 74.60%

Financial year (FY) 2025-26 was a landmark year for
Oriana Power Limited, marked by strong operational
performance, strategic expansion, and significant
progress towards becoming an integrated clean energy
platform. The Company delivered 835 MW of cumulative
solar capacity, with 700 MW under execution and
2,500 MW in the pipeline, alongside 500 MW of asset
monetization planned by FY27.

Key achievements included securing major C&I and utility-
scale solar projects, including one of the world’s largest
floating solar installations at Maithon Dam, Jharkhand,
the first ISTS-connected solar project at Prayagraj, Uttar
Pradesh, Oriana’s first utility-scale solar project in Gujarat,
and international projects at airports in Guyana, and in
Kerala. The Company also expanded its Open Access grid
connectivity across Rajasthan, Haryana, and Tamil Nadu,
and secured VGF worth ~1150 crore.

In the Battery Energy Storage System (BESS) vertical,
the Company has 1,000 MWh of projects under
execution and 3,000 MWh in the pipeline, with BESPA
agreements signed for 550 MWh across Rajasthan,
Tamil Nadu, Karnataka, and a Navratna PSU. In the
Green Hydrogen and e-fuels segment, Oriana Power
signed a 10-year binding Green Ammonia Purchase
Agreement (GAPA) with SECI for 60,000 TPA valued at
~13,135 crore, identified 1,200 acres of land in Madhya
Pradesh for green ammonia development, and signed
an MoU with V.O. C Port Authority for e-ammonia and
e-methanol facilities.

The Company signed MoUs worth over 115,500 crore with
state governments - 110,000 crore with Rajasthan, 15,000
crore with Madhya Pradesh, and 1500 crore with Assam -
to develop large-scale solar, BESS, and hydrogen projects.

DEPOSITS

Your Company has not accepted any deposits from the
public during the year under review, falling within the
ambit of Section 73 of the Companies Act, 2013 (“Act”)
and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS,

IF ANY

During the year under review, there was no change in the
nature of business of the Company

DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY

Your Directors have not recommended any dividend on
equity shares for the year under review in order to conserve
the resources for the future growth of the Company. The
Company has in place a Dividend Distribution Policy in
terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [“SEBI Listing
Regulations”] and the same is available on the website of
the Company i.e. https://orianapower.com/

SHARE CAPITAL

During the year under review, there was no change in the
authorized, issued, subscribed and paid-up share capital
of the Company.

As on 31^st March 2026, the authorized share capital of
the company was 124,50,00,000/- (Rupees Twenty Four
Crore Fifty Lakh only) and paid-up share capital was
120,31,91,500/- (Rupees Twenty Crore Thirty One Lakh
Ninety One Thousand and Five Hundred only).

DEBENTURES

During the financial year 2025-26, the Company had raised
an aggregate amount of175,00,00,000 (Rupees Seventy-
Five Crore only) through the issuance of 7,500 (Seven
Thousand Five Hundred) rated, unlisted, senior, secured,
redeemable, transferable, non-convertible debentures
(“Debentures”) having a face value of 11,00,000 (Rupees
One Lakh only) each, by way of private placement. The
tenure of the Debentures is 48 (forty-eight) months from
the date of allotment. In this regard, the Company had
also given disclosure under Regulation 30 of SEBI Listing
Regulation to the Stock Exchange, which can be accessed
from the website of the Company at https://orianapower.
com/wp-content/uploads/2026/04/Oriana-Outcome-of-
the-Board-Meeting-7500-Debentures-05-01-26.pdf .

CREDIT RATING

During the year under review, your Company’s rating has
been upgraded to “Crisil A-/Stable” from existing rating
“Crisil BBB /Stable” for long term credit facilities.

For the short-term credit facilities, your Company’s
rating has upgraded to “Crisil A2 ” from existing rating
“Crisil A2”.

HOLDING COMPANY

The Company doesn’t have Holding Company.

SUBSIDIARIES AND ASSOCIATES COMPANY

As on 31^st March 2026, your Company had Seventy Four
(74) Subsidiary Company, Six (6) Associate Company.
The relevant details are given in Form AOC-1 annexed
to Consolidated Financial Statements. During the year
under review, the Company has incorporated Twenty-
One (21) new subsidiary companies.

In compliance with the provisions of Section 129 of the Act
and the SEBI Listing Regulations 2015, the Consolidated
Financial Statements of the Company were prepared in
accordance with the applicable Accounting Standards
(“AS”) and form part of the Annual Report. A statement
containing the salient features of the financial statements
of the Subsidaries and Associates of the Company
(including their performance and financial position) in
Form AOC-1, as required under the Companies (Accounts)
Rules, 2014, as amended, also forms of Consolidated
Financial Statement.

Pursuant to the provisions of Section 136 of the Act,
Audited Financial Statements of the Company, including
Consolidated Financial Statements, other documents
required to be attached thereto and Audited Financial
Statements of each of the subsidiaries, are available on
the website of the Company and may be accessed at
https://orianapower.com/. Audited Financial Statements
of the aforesaid subsidiary companies are also kept open
for inspection by the Members at the Registered Office
and Corporate Office of the Company on all working days
up to the date of AGM i.e. 28^th September 2026 between
11:00 A.M. to 2:00 P.M. as required under Section 136 of
the Act. Any Member desirous of obtaining a copy of the
said Financial Statements may write to the Company at
its Registered Office or Corporate Office.

PARTICULARS OF LOANS, GUARANTEES,
SECURITIES AND INVESTMENTS

Particulars of Loans, Guarantees, Securities and
Investments covered under the provisions of Section
186 of the Act are given in the Notes to the Standalone
Financial Statements.

DIRECTORS

As on 31^st March 2026, the Board of Directors of the
Company comprises 6 members:

In compliance with the provisions of Section 152 of
the Act and in terms of the Articles of Association of
the Company, Mr. Anirudh Saraswat (DIN: 06472271),
Whole-time Director is liable to retire by rotation at the
ensuing AGM and being eligible, has offered himself
for re-appointment. The resolution seeking members’
approval for his re-appointment forms part of the AGM
Notice. The Board of Directors, on the recommendation of
Nomination and Remuneration Committee, recommends
his re-appointment.

Brief resume and other details of the Director seeking
re-appointment at the ensuing AGM as stipulated under
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India and Regulation 36 of the SEBI Listing
Regulations, is separately disclosed in the Notice of the
13^th AGM.

Further, the Board of Directors in its meeting held on
28^th May, 2025 appointed Mr. Anirudh Saraswat and
Mr. Parveen Kumar as Whole-time Directors of the
Company for the period of three (3) years w.e.f. 28^th May
2025. Such appointments were also approved by the
Members of the Company vide their Special Resolution
dated 04^th July 2025, passed through Postal Ballot.

The company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed both
under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI (LODR) Regulations and are in compliance with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and
are persons of high integrity and repute. Based on the
declarations received from Independent Directors, the
Board of Directors confirms that Independent Directors
of the Company fulfill conditions specified in Section

149(6) of the Act read with Rules made thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations and are
independent of the Management. None of the Directors
of the Company are disqualified as per the provisions of
Section 164 of the Act. The Directors of the Company
have made necessary disclosures under Section 184 and
other relevant provisions of the Act.

KEY MANAGERIAL PERSONNEL

During the Financial Year 2025-26, Mr. Rupal Gupta,
Managing Director, Ms. Tanvi Singh, Company Secretary
& Compliance Officer and Mr. Shivam Aggarwal, Chief
Financial Officer, continued to be the Key Managerial
Personnel of your Company in accordance with the
provisions of Section 203 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

BOARD AND COMMITTEE MEETINGS
Board Meetings:

The Board meets regularly to deliberate and decide on
the Company’s business matters, policies, and strategies.
The Board meetings were convened, as and when
required to discuss and decide on various business.
The Board is updated on the discussions held at the
Committee meetings and the recommendations made
by various Committees.

All recommendations made by the Board Committees
including the Audit Committee, as applicable, were duly
reviewed and accepted by the Board.

During the year under review, the Board of Directors of
the Company duly met 6 (Six) times on 28^th May 2025,
28^th August 2025, 16^th October 2025, 14^th November
2025, 05^th January 2026 and 10^th March 2026.

The attendance of Directors in the Board Meetings held
during the year under review is as follows:

Committee Meetings:

The Board Committees play a crucial role in enhancing
the Company’s Corporate Governance framework. To
ensure focused attention on specific areas and facilitate
timely decision-making, the Board has constituted
various Committees with appropriate delegation of
authority. Each Committee operates under defined

terms of reference, outlining its purpose, scope, and
responsibilities. The minutes of all Committee meetings
are placed before the Board for its information and
consideration. To support effective participation, video
and tele-conferencing facilities made available to
Committee Members.

During the year under review, the Board of the Company
has the following Committees; Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship Committee, CSR Committee.

A. Audit Committee: The Audit Committee was
constituted in line with the provisions of Section 177
of the Companies Act, 2013 read with Companies
(Meetings of Board and its Powers) Rules, 2014. As
on 31^st March 2026, the Audit Committee comprises
the following members:

During the year under review, the Audit Committee
met seven (7) times on 28^th May 2025, 28^th August
2025, 16^th October 2025, 14^th November 2025, 10^th
December 2025, 05^th January 2026 and 10^th March
2026 and all the Audit Committee members were
present at such meetings.

B. Nomination and Remuneration Committee (NRC):

The NRC was constituted in line with the provisions
of Section 178 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules,
2014. As on 31^st March 2026, the NRC comprises the
following members:

During the year under review the NRC met four (4)
times on 28^th May 2025, 28^th August 2025, 14^th
November 2025 and 10^th March 2026, and all the
NRC members were present at such meetings.

C. Stakeholders Relationship Committee (SRC): The

SRC was constituted in line with the provisions of
Section 178 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules,
2014. As on 31^st March 2026, the SRC comprises the
following members:

During the year under review the SRC met one (1)
time on 28^th August 2025 and all the SRC members
were present at such meeting.

D. CSR Committee : The committee was constituted by
the board of directors of the Company in line with the
provisions of Section 135 of the Companies Act 2013
with applicable rules, to formulate and recommend
to the Board, a Corporate Social Responsibility
(CSR) Policy which shall indicate the activities to be
undertaken by the Company as specified in Schedule
VII of the Companies Act, 2013, to recommend
the amount of expenditure to be incurred on the
CSR activities and to monitor the CSR Policy of
the Company from time to time. The CSR Policy is
uploaded on the website of the Company i.e. https://
orianapower.com/investors/.

As on 31^st March 2026, the CSR Committee
comprises the following members:

During the year under review the CSR Committee
met two (2) times on 28^th May 2025 and 28^th August
2025 and all the CSR Committee members were
present at such meetings.

SHAREHOLDERS MEETING/POSTAL BALLOT:

Postal Ballot: During the year under review, the company
issued postal ballot notice dated 28^th May 2025, and
postal ballot notice dated 25^th March 2026 for securing
shareholders’ approval. The Shareholders passed the
resolutions set out in postal ballot notice dated 28^th
May 2025 and 25^th March 2026 on 04^th July 2025 and
24^th April 2026, respectively.

AGM: The 12^th Annual General Meeting (AGM) of the
Company was held on 28^th September 2025.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

Independent Directors of the Company met separately
on 10^th March 2026, without the presence of Non¬
Independent Directors and members of Management.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the
Act and Rules made thereunder, the Board has carried
out the annual performance evaluation of the Directors
individually including the Independent Directors
(wherein the concerned Director being evaluated did
not participate), Board as a whole and Committees of the
Board of Directors.

Further, to comply with Schedule IV of the Companies
Act 2013, Independent Directors also evaluated the
performance of Non-Independent Directors and Board as
a whole at a separate meeting of Independent Directors.

The Board of Directors of the Company ensures formation
and monitoring of robust evaluation framework of
the Individual Directors, Board as a whole and various
Committees thereof and carries out the evaluation of
the Board, the Committees of the Board and Individual
Directors on an annual basis. A structured questionnaire
is prepared and circulated to the Directors for each of
the evaluations. Board Evaluation for the Financial Year
ended 31^st March 2026 has been completed by the
Company internally which included the evaluation of the
performance of the Board as a whole, Board Committees
and Directors individually and results of the same were
shared with the Board.

NOMINATION AND REMUNERATION POLICY

Your Company has in place Nomination and Remuneration
Policy for Directors, Key Managerial Personnel (KMP)
and Senior Management of the Company in terms of the
provisions of Section 178 of the Act read with Rules made
thereunder. The Policy is available on the website of the
Company i.e. https://orianapower.com The Policy includes,
inter-alia, the criteria for appointment and remuneration
of Directors, KMPs, and Senior Management of the
Company. Salient features of Policy include:

1. Remuneration payable to Executive Director and
KMPs shall be fix by the Board of Directors based on
recommendations of Nomination and Remuneration
Committee (NRC).

2. This Policy and any changes thereof will be approved
by the Board based on the recommendation(s) of
the NRC.

3. Members of NRC shall not be entitled to participate in
NRC Meetings when his/her own fees/remuneration
is being discussed or when his/her performance is
being evaluated.

4. NRC Shall meet at least once a year.

5. Chairperson of the NRC shall be an
Independent Director

6. The NRC shall consider the ethical standards of
integrity and probity, qualification, expertise and
experience of the person for appointment as Director,
KMP or at Senior Management level and accordingly
recommend to the Board his / her appointment.

REMUNERATION OF DIRECTORS,

KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board’s
Report pursuant to Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is attached to this
report as Annexure - A.

A statement containing particulars of top 10 employees
and particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this report. However,
in terms of Section 136(1) of the Act, the Annual Report
is being sent to the Members, excluding the aforesaid
Annexure. The said Statement is open for inspection. Any
Member interested in obtaining a copy of the same may
write to the Company Secretary at [email protected].
None of the employees listed in the said Annexure are
related to any Director of the Company.

STATUTORY AUDITORS AND AUDIT REPORTS

The Members of the Company in their meeting held on
16^th June 2023 had appointed M/s. JVA & Associates,
Chartered Accountants (Firm Registration Number
026849N) as Statutory Auditors of the Company to hold
office for a period of 5 (Five) consecutive years from
financial year 2023-24 till financial year 2027-28.

The Statutory Auditors’ Report for the Financial Year
2025-26 does not contain any qualification, reservation
or adverse remark and forms part of the Annual Report.
The Statutory Auditors have not reported any fraud under
Section 143(12) of the Act. The Notes on Audited Financial
Statements (including the Consolidated Financial
Statements) referred to in the Auditors’ Reports are self¬
explanatory and do not call for any further comments.
Statutory Auditors have also confirmed that they are not
disqualified from continuing as Statutory Auditors of
the Company.

COST AUDIT & COST RECORDS

In accordance with the provisions of the Act, read with
the Companies (Cost Records and Audit) Rules, 2014, the
Company has maintained cost records.

During the year under review, in accordance with Section
148 of the Companies Act, 2013 and rules framed
thereunder, the Board of Directors in its meeting held

on 28^th May 2025 had appointed M/s. Kailash Kumar Jha
& Co., Cost Accountants, (Firm Registration No.103316),
as Cost Auditors of the Company for the financial year
2025-26 to audit the cost records for the financial year
ended 31^st March 2026. The Cost Auditor conducts audit
of cost records of the Company and reports to the Audit
Committee and Board from time to time.

The Cost Audit Report for the year ending 31^st March
2026 does not contain any qualification, reservation and
adverse remarks.

SECRETARIAL AUDITORS

The Board of Directors on the recommendations of the
Audit Committee had appointed M/s. Surya Gupta &
Associates, Company Secretaries to conduct Secretarial
Audit of your Company for the Financial Year 2025-26. The
Secretarial Audit Report for the Financial Year 2025-26 is
attached to this report as Annexure - B. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remarks or disclaimers.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company continues to follow a robust anti-sexual
harassment policy on “Prevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplace”
in accordance with The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013 (“POSH Act”) and Rules made thereunder. Internal
Complaints Committee has been set-up to redress
complaints received regarding sexual harassment at
various workplaces in accordance with POSH Act. The
Internal Complaint Committee constituted in compliance
with POSH Act ensures a free and fair enquiry process
with clear timelines for resolution.

All employees inter-alia including permanent, contractual,
temporary, trainees are covered under this Policy.

The status of complaints under the POSH Act for the year
under review is as follows:

(a) number of complaints of sexual harassment received
in the year; Nil

(b) number of complaints disposed off during the year;
Not Applicable

(c) number of cases pending for more than ninety days:
Not Applicable

Further the company had complied with the applicable
provisions of the Maternity Benefit Act 1961, during the
financial year 2025-26.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the
Companies Act, 2013, the Company has established

a Vigil Mechanism (Whistle Blower Policy) to provide
Directors and Employees with a secure platform to report
any concerns regarding unethical practices, misconduct,
or any other irregularities within the organisation.

Under this mechanism, any individual can make a
protected disclosure by sending an e-mail or a written
communication directly to the Chairperson of the Audit
Committee. The policy ensures adequate safeguards
against victimization of Directors and Employees
who use this mechanism and also provides for direct
access to the Chairperson of the Audit Committee in
exceptional circumstances.

This mechanism acts as an additional channel, beyond
the normal management hierarchy, to raise concerns
related to breaches of the Company’s values or violations
of the Code of Conduct. It reflects the Company’s strong
commitment to transparency, ethical practices, and
open communication.

During the year under review, the Company did not
receive any complaint under the Vigil Mechanism /
Whistle Blower Policy. The detailed policy is available
on the Company’s website at https://orianapower.com/
investors/.

CODE FOR PREVENTION OF INSIDER¬
TRADING

In accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has policy on
prohibition of insider trading being the Code of Conduct
for Prevention of Insider Trading and Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI).

All compliances relating to Code of Conduct for Prevention
of Insider Trading which includes maintenance of
structural digital data base (SDD) are being managed
through a software installed by the Company in-house
including maintenance structural digital data base (SDD).
This code lays down guidelines advising the designated
employees and other connected persons, on procedures
to be followed and disclosures to be made by them
while dealing with the shares of the company, and while
handling any unpublished price sensitive information.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate Internal Financial
Controls with reference to the Financial Statements. The
report on Internal Financial Controls issued by M/s. JVA
& Associates, Chartered Accountants, Statutory Auditors
of the Company is annexed to the Auditor’s Report on
the Financial Statements of the Company and does not
contain any reportable weakness in the Company.

INFORMATION ON DEVIATION FROM
ACCOUNTING STANDARDS, IF ANY.

No deviations from Accounting Standards in preparation
of annual accounts for the Financial Year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a Corporate Social Responsibility Policy
which is uploaded on website of the Company at https://
orianapower.com/investors/. This Policy includes inter-alia
the guiding principles for selection, implementation and
monitoring of CSR activities of the Company.

Annual Report on CSR activities for the Financial Year
2025-26 as required under Sections 134 and 135 of
the Act read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and Rule 9 of
the Companies (Accounts) Rules, 2014 is attached to this
report as Annexure - C.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors
confirm that:

(i) i n the preparation of the annual accounts for the
Financial Year ended 31^st March 2026, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(ii) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company as at 31^st March 2026 and of the Profit of
the Company for the period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions ofAct for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going
concern basis;

(v) they have laid down proper internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(vi) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

OTHER INFORMATIONManagement Discussion & Analysis Report

Management Discussion & Analysis Report for the year
under review, as stipulated under Regulation 34 read
with Schedule V to the SEBI Listing Regulations, forms
part of the Annual Report.

Business Responsibility and Sustainability
Report (BRSR)

The Provision of Regulation 34(2)(f) of the SEBI Listing
Regulations relating to BRSR does not apply to companies
listed on SME Exchange. Since your Company is listed
on NSE Emerge (SME Exchange), therefore BRSR do not
form part of this Annual Report.

Corporate Governance Report

Your Company remains steadfast in its commitment to
uphold the highest standards of Corporate Governance
and ensure full adherence to the requirements prescribed
by the Securities and Exchange Board of India (SEBI).
Pursuant to Regulation 15(2) SEBI Listing Regulations the
compliance with the Corporate Governance provision as
specified in Regulation 17 to 22 and 24 to 27 and clause
(b) to (i) of sub regulations (2) of regulation 46 and para
C, D and E of Schedule V of SEBI Listing Regulations does
not apply on companies listed on SME Exchange. Since
your Company is listed on NSE Emerge (SME Exchange),
therefore Corporate Governance Report does not form
part of this Annual Report.

Annual Return

The Annual Return of the Company in terms of Section
92(3) and 134(3)(a) of the Act is available on website of
the Company at https://orianapower.com/investors/.

Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) read with Rule 8
of the Companies (Accounts) Rules, 2014, are given at
Annexure - D.

Related Party Transactions

Your Company has in place a Policy on Related Party
Transactions in accordance with applicable provisions to
regulate related party transactions. During the year under
review, the Board of Directors has revised said Policy
in compliance with Regulation 23 of the SEBI Listing
Regulations 2015. The policy is available on the website
of the Company at https://orianapower.com/wp-content/
uploads/2025/09/RPT-POLICY-n.pdf.

All contracts/ arrangement/ transactions, as defined in
Section 188 of the Act, entered into by the Company
during the Financial Year 2025-26 with related parties
were in the ordinary course of business and on arm’s
length basis. The disclosure of material related party
transactions as required under Section 134(3)(h) of the
Act in Form AOC-2 is given under Annexure- E.

Secretarial Standards

The Secretarial Standards i.e. SS-1 & SS-2 relating to
meetings of the Board of Directors and General Meetings,
respectively have been duly followed by the Company.

Significant and Material Orders passed by
Regulators or Courts or Tribunals

During the year under review, no significant and material
order was passed by the regulators/ courts/tribunals
which would impact on the going concern status of the
Company and its future operations.

Material changes and commitments, if any,
affecting the financial position of the company
which have occurred between the end of the
financial year of the company to which the
financial statements relate and the date of
the report

There have been no material changes and commitments,
affecting the financial position of the Company, which
have occurred between the end of the financial year
under review and the date of this report.

RISK MANAGEMENT

The Company has in place a Risk Management
framework aimed at identifying, assessing, monitoring
and mitigating various risks that may impact its business
operations and long-term objectives. The framework
is designed to ensure timely identification of risks and
implementation of appropriate controls and corrective
actions. In the opinion of the Board, there are no such
material risks identified during the financial year which
may threaten the existence of the Company. However, the
Company continues to remain vigilant and continuously
strengthens its internal control systems and risk
mitigation processes to effectively manage evolving
business and regulatory risks.

CODE OF CONDUCT

The Certificate of Managing Director confirming the
adherence to code of conduct of the Company by all the
Board Members and Senior Management of the Company
is enclosed as Annexure-F to this Report.

EMPLOYEES STOCK OPTION SCHEMES

During the year, the Company adopted the Oriana
Employees Stock Option Scheme 2025 (“Scheme”),
approved by the shareholders through special resolution
dated 04^th July 2025 passed via Postal Ballot, with
the objective of attracting, retaining and motivating
employees and aligning their interests with the long-term
growth of the Company.

The Scheme provides for grant of up to 2,03,190 stock
options, each convertible into one fully paid-up equity
share of 110 each at an exercise price equal to the face
value of the shares.

A certificate from Secretarial Auditor of the Company

i.e. M/s. Surya Gupta & Associates, Company Secretaries,
has been received confirming that Scheme has been
implemented in compliance with the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (“SEBI ESOP
Regulations”) and in accordance with resolutions of the
Company. A copy of the certificate has been uploaded
on the website of the Company i.e. https://orianapower.
com/investors/.

The Statutory disclosures as mandated pursuant to Rule
12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of the SEBI ESOP
Regulations and copy of Scheme, are available on the
website of the Company i.e. https://orianapower.com/
investors/.

DISCLOSURES UNDER SCHEDULE V OF THE
LISTING REGULATIONS:

During the Financial Year 2025-26, no agreements
binding the Company have been entered into, requiring
disclosure under clause 5A of paragraph A of Part A of
Schedule III to the Listing Regulations.

The Company did not have any shares in the demat
suspense account or unclaimed suspense account as on
31^st March 2026

GENERAL:

Your directors confirm that no disclosure or reporting is
required in respect of the following items as there was no
transaction on these items during the year under review:

1. Issue of equity shares with differential voting rights
as to dividend, voting or otherwise.

2. The Whole-time Directors and Managing Director of
the Company receive remuneration or commission
from any of its subsidiaries.

3. Issue of Sweat Equity Shares.

4. Application made or any proceeding pending under
Insolvency and Bankruptcy Code, 2016 as at the end
of the Financial Year 2025-26.

5. Instance of one-time settlement with any bank or
financial institution.

DEVELOPMENT MADE DURING THE PERIOD
AFTER CLOSURE OF FY 25-26 TILL THE DATE
OF THIS REPORT:

a. Incorporation of New Subsidiaries
Companies

As part of its ongoing business expansion strategy,
the Company has incorporated Seven (07) new
subsidiaries after the closure of the financial year
2025-26 and up to the date of this Report, namely:

• Coregrid Projects Private Limited

• Evercore Projects Private Limited

• Poweraxis Services Private Limited

• Novagrid Energy Private Limited

• Blueplanet Energy Private Limited

• Truere Suryagrid Energy Private Limited

• Truere Prithvi Renewables Private Limited

I n addition to its subsidiaries, the Company also
has six (6) step-down subsidiaries, which were
incorporated after the closure of the financial year
2025-26 and up to the date of this Report, the names
of which are set out below:

• Solaredge Energy Private Limited

• Solartech Energy Private Limited

• Futurebess Storage Private Limited

• Besscore Storage Private Limited

• Ecohydrogen Private Limited

• Hydrogen Solutions Private Limited

b. Sub-division / Split of Equity Shares

The Board of Directors, at its meeting held on 13^th
July 2026, approved, subject to the approval of the
Members, the sub-division / split of each existing

Equity Share of the Company having a face value of
H 10/- each fully paid-up into 5 (Five) Equity Shares
having a face value of H 2/- each fully paid-up,
along with the consequential alteration of Clause V
(Capital Clause) of the Memorandum of Association.
The Members approved the aforesaid sub-division
/ split and consequential alteration through Postal
Ballot on 14^th August 2026, pursuant to which the
Authorized Share Capital of H 24,50,00,000/- will
remain unchanged and but get represented by

12.25.00. 000 Equity Shares of H 2/- each, instead of

2.45.00. 000 Equity Shares of H 10/- each.

CAUTIONARY STATEMENT

Statements in the Annual Report describing the
Company’s objectives, expectations or forecasts may be
forward looking within the meaning of applicable laws
and regulations. Actual results may differ from those
expressed in the statement.

ACKNOWLEDGEMENTS

Your Company’s organisational culture upholds
professionalism, integrity and continuous improvement
across all functions, as well as efficient utilization
of the Company’s resources for sustainable and
profitable growth.

Your Directors wish to place on record their appreciation
for the sincere services rendered by employees of the
Company at all levels. Your Directors also wish to place
on record their appreciation for the valuable co-operation
and support received from the various Government
Authorities, Banks/ Financial Institutions and other
stakeholders such as members, customers and suppliers,
among others. Your Directors also commend the
continuing commitment and dedication of employees
at all levels, which has been critical for the Company’s
success. Your Directors look forward to their continued
support in future.

For and on behalf of the Board of Directors
Oriana Power Limited

Rupal Gupta Anirudh Saraswat

Date: August 25, 2026 Managing Director Whole-time Director

Place: Noida DIN: 08003344 DIN: 06472271

The Board of Directors has pleasure in presenting the 11^th Annual Report of the Company along with audited standalone and consolidated financial statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The audited financial statements of the Company for the Financial Year ended on March 31,2024 prepared in accordance with the relevant applicable Accounting Standards (AS)* notified under section 133 of the Companies Act, 2013 (the ''Act''), read with Rule 7 of the Companies (Accounts) Rules, 2014.

The Company''s financial performance for the year ended March 31, 2024 is summarized below:

(Amount in Lakhs)

‘Companies whose Securities are listed or in the process of listing on the SME exchanges WILL NOT REQUIRED TO APPLY IND AS. Such Companies can continue applying with Accounting Standards notified under the Companies (Accounting Standards) Rules 2006 (as amended) unless they choose to apply IND AS on voluntary basis.

STATE OF COMPANY''S AFFAIRS/OPERATIONS

On a standalone basis, Total Revenue for FY 2023-24 was Rs. 37,993.97 lacs compared to Rs. 13,395.37 lacs in FY 2022-23, representing an increase of 183.64%. Accordingly, the profit after tax (PAT) for FY 2023-24 was Rs. 5,513.27 lacs as opposed to Rs. 1,248.54 lacs in FY 2022-23, representing a 341.58% increase. As a result, the company has achieved tremendous growth in terms of revenue and profit in FY 2023-24.

On a consolidated basis, Total Revenue for FY 2023-24 was Rs. 38,579.52 lacs compared to Rs. 13,583.72 lacs in FY 2022-23, representing an increase of 184.01%. Accordingly, the profit after tax (PAT) for FY 2023-24 was Rs. 5,435.07 lacs as opposed to Rs. 1,056.29 lacs in FY 2022-23, representing a 414.54% increase. As a result, the company has achieved tremendous growth in terms of revenue and profit in FY 2023-24.

DIVIDEND

No dividend has been declared by the Company for the year ended March 31, 2024. This decision aligns with our forwardlooking strategy to retain earnings within the business,

enabling us to fund expansion initiatives from internal accruals and support the Company''s growth.

TRANSFER TO RESERVE

The Company has achieved profitability during the financial year, and the resulting profit has been transferred to the Profit & Loss Account under the Reserve & Surplus section of the Balance Sheet as of March 31, 2024

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.

STATUS OF THE COMPANY AND INTIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

Oriana Power Limited (herein after referred to as "the company") is a public company domiciled in India and is incorporated under the provisions of the Companies Act, 2013(CIN: L35990DL2013PLC248685). Its shares are listed on NSE EMERGE. The Registered office of the Company is located at Flat No. 412A, Building No. 43, Chiranjiv Tower, Nehru Place, South Delhi, New Delhi, Delhi, India, 110019 and Corporate office First Floor C-103 Sector-2 Noida, Gautam buddha Nagar, Noida, Ghaziabad, Noida, Uttar Pradesh, India, 201301.

The company operates across various segments of the power industry, encompassing power generation, engineering, procurement, and construction (EPC) of power projects, as well as operation and maintenance services. Additionally, it offers consultancy expertise in manufacturing, operations, and maintenance of power projects. Moreover, the company undertakes activities akin to a General Electric power supply firm, involving the construction, installation, and maintenance of essential power infrastructure such as stations, cables, and lines. Its operations extend to the generation, accumulation, distribution, and supply of electricity to both public and private entities, showcasing a comprehensive involvement in the power sector value chain.

The Company, together with its subsidiaries currently has multiple power projects located at various locations with a combined installed and commissioned capacity of More than 200 MW as at March 31, 2024. The Company, through its subsidiaries sells power under the long-term Power Purchase Agreements (PPA).

Oriana Power Limited Bearing Corporate Identification Number L35990DL2013PLC248685 was originally incorporated as "Oriana Power Private Limited" under the Companies Act, 2013 on February 21, 2013. The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on April 08, 2023, and consequently, the name of our Company was changed to "Oriana Power Limited” and a Fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company was issued by Registrar of Companies, Delhi dated July 29, 2023. The Corporate Identification Number of our Company is L35990DL2013PLC248685.

The Board of Directors in its meeting held on April 24, 2023 proposed the Initial Public Offer of equity shares in consultation with the Merchant Banker. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-Ordinary General Meeting held on May 18, 2023.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Corporate Capital Venture Private Limited as Lead Manager and Skyline Financial Services Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company applied to National Stock Exchange of India Limited ("NSE”) for in principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited vide its letter dated July 20, 2023 granted its In-Principle Approval to the Company. The Company had filed Prospectus to the Registrar of the Company, New Delhi dated August 08, 2023. The Public Issue was opened on August 01, 2023 and closed on August 03,2023.

The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated August 10,2023. The trading of equity shares of the Company commenced on August 11,2023 at Emerge Platform of NSE. The Equity Shares of the Company are listed on the Emerge Platform of NSE. The ISIN No. of the Company is INE0OUT01019.

AWARDS & RECOGNITIONS

During the year, the Company has been honored with the following prestigious awards and recognitions:

• On June 13, 2023, the company issued Equity Shares through Private Placement, which further increased the total number of shares to 1,41,27,000.

• On August 08, 2023, an Initial Public Offer (IPO) boosted the number of shares to 1,91,82,600. Each equity share has a face value of Rs. 10/-.

C. Preferential Issue

During the Financial Year, no shares were issued under any Preferential Issue.

D. Right Issue

During the year, the Company has increased its issued and paid-up Equity Share Capital by making an allotment of 7,07,000 equity shares on private placement basis dated June 13, 2023.

E. Bonus Issue

During the Financial Year, 67,10,000 (Sixty Seven Lakh Ten Thousand Only) Equity Share standing to the Debit of securities premium (Section 52 of The Companies Act, 2013) of the Company as may shares were issued to existing shareholders as Bonus Shares under any Bonus Issue dated May 24, 2023.

F. Issue of Equity Shares with Differential Rights

The company does not have Equity Shares with differential rights and has not issued any shares with differential rights during the financial year 2023-24.

G. Issue of Sweat Equity Shares

During the Financial Year, no shares were issued as Sweat Equity Shares under any Scheme.

H. Issue of Employee Stock Options

During the Financial Year, no shares were issued under any Scheme of Employee Stock Option.

I. Provision of money by company for purchase of its own shares by employees or by trustees for the Benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

J. Splitting/Sub Division of shares

No splitting/subdivision of shares was done during the financial year 2023-24.

K. Further Issue of Shares Through Initial Public Offer and Listing of Shares

Issue of Equity Shares through IPO: Paid up Capital of the company was increased during the year through Initial Public Issue of 50,55,600 Equity Shares (Face Value of H 10/- Each) at a Price of H 118/- Per Equity Share (Including a Share Premium of H 108/- Per Equity Share), Aggregating H 5,965.60 Lakhs dated August 08, 2023.

UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised funds through Initial Public Offer (IPO) on August 08, 2023 where the equity shares are listed on NSE EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.

An object of the issue mentioned below:

Our Company intends to Utilized the Net Proceeds for the following objects:

PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

f) the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Company has given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year under Section 186 of the Act as shown in Financial Statement March 31, 2024.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions with Promoters, Directors, Key Managerial

Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company as per Section 188 Companies Act 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.

All disclosures of related party transactions (RPT) involving subsidiaries, associates, and entities belonging to the promoter or promoters'' group have been made in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable accounting standards. The Company has ensured full compliance with the relevant disclosure requirements, considering the nature and significance of these transactions.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at https://orianapower.com.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Composition of the Board as at March 31, 2024, Company''s Board consists of 6 members.

Abrief profile ofthe Directors is available at the Company''s website at https://orianapower.com. The composition of the Board is in conformity with the Act and consists of a combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising of Independent Directors as required under the Act.

B. Details of Key Managerial Personnel

NUMBER OF MEETINGS CONDUCTED DURING THE YEAR

(A) Board Meetings

The Board of Directors of the Company regularly meets to discuss various business policies, strategies, important operational & financials matters, expansions and acquisitions. The Board meetings were convened, as and when required to discuss and decide on various. During the year under review, the Board of Directors of the Company duly met 22 (Twenty-Two) times respectively on:

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

The composition of the board and the details of meetings attended by its members are given below:

(B) Annual General Meeting details:

AGM of the Company was held on June 16, 2023 for the FY 2023-2024.

(C) Extra-Ordinary General Meeting details held during the financial year 2023-2024:

During the year there was four meetings. Date of EGM 12-05-2023, 18-05-2023, 24-05-2023, 07-06-2023

(D) Postal Ballot during the financial year 2023-2024:

During the year under review, the Board of Directors had sought approval of the Shareholders of the Company through Postal Ballot process pursuant to the provisions of Sections 108 & 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations, w.r.t.:

• To increase the limit of giving loan(s), making investment(s) or providing security (ies) or guarantee(s).

• To increase the limit of borrowing of funds upto H 250 crore.

• To approve loans, investments, guarantee or security under section 185 of companies Act, 2013.

• To approve for creation of charge/ Security on the assets of the company.

and such resolutions moved by the Company had been approved with requisite majority by the members as on November 26, 2023.

Detailed voting results along with scrutinizer report has already been uploaded on the website of the company under Investor tab i.e https://orianapower.com.

BOARD COMMITTEES

The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters when required. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

As on June 08, 2023, the Board has following Statutory Committees in accordance with Companies Act, 2013:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

Details of such committees and its composition and meetings held during the financial year 2023-24 are as under:

A. Audit Committee

The Audit Committee was constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulations as may have amended from time to time. During the year, Audit Committee met four times in a year 2023-24. 10-07-2023, 08-08-2023, 08-11-2023 and 05-03-2024. The Committee Comprises of the following members as on March 31, 2024:

All the members of the Audit Committee are financially literate. During the year under review, all the recommendation made by the Audit Committee were accepted by the Board.

B. Nomination and Remuneration Committee:

The committee was constituted by the board of directors of the Company on 08-06-2023. During the year, met twice in a year 2023-24. The meeting was held on 08-11-2023 and 05-03-2024.

C. Stakeholder Relationship Committee:

The committee was constituted by the board of directors of the Company on 08-06-2023. During the year, met twice in a year 2023-24. The meeting was held on 08-11-2023 and 05-03-2024.

D. Corporate Social Responsibility Committee:

The committee was constituted by the board of directors of the Company on 10-05-2023. During the year, met twice in a year 2023-24. The meeting was held on 08-11-23 and 05-03-2024.

RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Parveen Kumar (DIN: 08003302) Directors of the Company, retire by rotation at the ensuing Annual General Meeting.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their reappointment. Details of the Directors retiring by rotation and seeking reappointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

The following are the chanaes in the Board of Directors/KMPs of the Company during the year under review:

AUDITORS

A. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act and Rules there under M/S JVA & Associates Chartered Accountants, (Firm Registration No. 026849N) were appointed as Statutory Auditors of the Company for 5 years from the conclusion of AGM of F.Y (2022-23) until the Annual General Meeting to be held for the Financial year 2027-2028.

The auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. The Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2023-24.

B. COST RECORDS AND COST AUDIT

During the year under review, in accordance with Section 148 of the Companies Act, 2013 and rules framed thereunder, the Board of Directors had appointed M/s. Kailash Kumar Jha & Co., Cost Accountants, (Firm Registration No.103316), as Cost Auditors of the Company for the financial year 2023-24 to audit the cost records for the financial year ended March 31, 2024. The Cost Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

Further, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Kailash Kumar Jha & Co., Cost Accountants, (Firm Registration No. 103316), as Cost Auditors of the Company for the financial year 2024-25 to conduct the audit for the financial year ending March 31, 2025. The necessary resolution for ratification of remuneration of the Cost Auditor for the financial year 2024-25 will be placed before the members for ratification/approval at the 11th Annual General Meeting. The Cost Audit Report for the year ended March 31, 2024, does not contain any qualification, reservation and adverse remarks.

C. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, M/s Rubina Vohra & Associates, Practicing Company Secretaries (FCS No. 9277), were appointed as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure F to this report and forms part of this report. There are no qualifications or adverse remarks of the Secretarial Auditors in the Report issued by them for the Financial Year 2023-24 which calls for any explanation from the Board of Directors.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended, and the Board of Directors appointed M/s Rubina Vohra & Associates, Practicing Company Secretaries (Registration No.: 9277) as the Secretarial Auditor of the Company for the financial year ending March 31, 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report in terms of Section 143 (12) of the Companies Act, 2013.

D. INTERNAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee M/s M V M Jain & Associates, Chartered Accountants, having FRN; 022053N, be and is hereby accorded for the appointment of be and are hereby appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2023-24 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2023-24 which calls for any explanation from the Board of Directors.

During the year under review, neither the Statutory Auditor, Cost Auditor, Internal Auditor nor the Secretarial Auditor has reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report in terms of Section 143 (12) of the Companies Act, 2013.

SECRETARIAL STANDARDS

The Company is in with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively issued by the Institute of Company Secretaries of India (''ICSI'') and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2023-24.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to synchronize its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safe keeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company. The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficiency and operating effectiveness of the Internal Financial Controls of the Company. The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and its operating effectiveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2023-24 on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR”) Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made there under. . (Annexure B)

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

As on March 31, 2024, The Company has 29 Wholly Owned Subsidiaries, 3 Subsidiaries & 5 Associate Companies details of which are tabled below:

List of Subsidiaries

List of Associates

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries and associates in Form AOC-1(Annexure-A).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2024.

Reason for not Applicable BRSR:

In accordance with current regulatory guidelines, our company, being listed on the SME Exchange and not within the top 1,000 listed companies, is not mandated to submit a Business Responsibility and Sustainability Report (BRSR). However, we recognize the value of transparency and commitment to sustainable practices. While the submission of BRSR is voluntary for our category, we are evaluating the potential benefits of adopting such reporting to further enhance our accountability and align with best practices in business responsibility.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programs for Independent Directors are posted on the website of the Company and can be accessed at https://orianapower.com.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company https://orianapower.com

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 24, 2024 without the presence of Non-Independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act, The following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and NonExecutive Directors;

iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Capital Structure Nomination and Remuneration Committee, based on need and new compliance requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees, and business associates to report unethical behavior, malpractices,

wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit Committee. The whistle blower policy can be accessed at https://orianapower.com

CODE FOR PREVENTION OF INSIDER-TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following:-

a) Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

b) Policy for determination of "legitimate purposes” forms part of this Code.

c) Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also form part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://orianapower.com. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https:// orianapower.com.

REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing, the Company appointed Skyline Financial Services Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and Compliance Officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. Details of the RTA are given below:

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED

CIN: U74899DL1995PTC071324

D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi- 110020

LISTING

At present, the equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code:-ORIANA, ISIN: INE0OUT01019.

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide Clarifications online through SEBI.

CREDIT RATING

During the year CRISIL, a one of India''s leading credit rating agency, has assigned its ratings to Oriana Power Limited.

A. Long Term Ratings - CRISIL BBB/Stable (Assigned)

B. Short Term Ratings - CRISIL A3 (Assigned)

PARTICULARS OF EMPLOYEE

Your Company had 104 employees as of March 31, 2024. The information required under Section 197 of the Act, read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure-D of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 11th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company''s website at https:// orianapower.com/

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are set out as under:

A. Conservation of Energy:

(i) Steps taken or impact on conservation of energy

Our company, not involved in manufacturing, continues to engage actively in energy conservation measures. Efforts are focused on minimizing energy consumption across our offices. We employ energy-efficient computers and procure equipment that adheres to environmental standards, such as PCs, laptops, and air conditioners. Additionally, we are committed to replacing older, less efficient equipment with modern, energy-saving alternatives.

(ii) Steps taken or impact on conservation of energy

In our ongoing commitment to energy conservation, we have implemented various initiatives, including the replacement of outdated, energy-intensive equipment with models designed to conserve energy. Regular maintenance of electrical equipment is also performed to ensure optimal energy efficiency.

(iii) Alternate sources of Energy

Currently, our company does not utilize alternative energy sources. However, we are exploring options to integrate renewable energy solutions to reduce both our carbon footprint and energy costs.

(iv) Capital investment on energy conservation equipment

To date, there has been no significant capital investment in energy conservation equipment. However, we continually assess the potential benefits of such investments as part of our strategy to enhance energy efficiency.

B. Technology Absorption:

I) Efforts Made Towards Technology Absorption:

1. Operational monitoring has been transitioned to digital platforms, including SAP and Microsoft Projects, to enhance efficiency and accuracy.

2. The deployment of the latest technologies in Solar PV panels, such as top-con and n-type, has been undertaken. These technologies are noted for their reduced degradation, enhanced output, and improved efficiency.

C. Foreign Exchange Earnings and Outgo:

3. The adoption of drone technology has been implemented for conducting site surveys and assessing site feasibility for solar power plant installations.

4. Performance analytical tools such as SCADA and other innovative technologies are utilized to optimize energy yield and production.

5. The adoption of dry robotic cleaning technology for solar panels is in progress to minimize water consumption and promote conservation.

II) Benefits derived like product improvement, cost reduction, product development or import substitution:

1. Product Improvement: The integration of top-con and n-type technologies in our Solar PV panels has resulted in enhanced panel efficiency and durability, leading to a superior product offering in the market.

2. Cost Reduction: By transitioning to digital operational monitoring systems like SAP and Microsoft Projects, we have streamlined our processes, resulting in significant cost savings in project management and operational oversight.

3. Product Development: The use of drones for site surveys has enabled more precise and efficient feasibility studies, leading to the development of optimally designed solar power plants tailored to the unique characteristics of each location.

4. Import Substitution: The adoption of advanced analytical tools and technologies has reduced our reliance on foreign technology and services, fostering greater selfsufficiency and reducing foreign exchange outflows.

5. Resource Conservation: The ongoing implementation of dry robotic cleaning for solar panels promotes significant water conservation, aligning with our sustainability goals and reducing operational costs.

III) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

IV) Expenditure incurred on Research and Development: NIL

INVESTOR GRIEVANCE REDRESSAL

During the financial year 2023-24, there were no complaints received from the investors. The designated email id for Investor complaints is [email protected].

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE CS TANVI SINGH

(Company Secretary & Compliance Officer)

Address: Third Floor Plot No 19 and 20, Sector 125 Noida Gautam Buddha Nagar Uttar Pradesh,

Amity University, Gautam Buddha Nagar, Dadri,

Uttar Pradesh, India, 201313

ACKNOWLEDGEMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to the company by its bankers, financial institutions, and government as well as Non- Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review.

The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support in the Company''s growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on Behalf of the Board of Directors ORIANA POWER LIMITED

Date: September 04, 2024 RUPAL GUPTA

Place: Noida (Managing Director)

DIN:08003344