Dear Shareholders,
The Board of Directors are pleased to present the Fifteenth Annual Report of Om Power Transmission Limited (the "Company" or "Your Company" or "Om Power") together with the Audited Financial Statements for the financial year ended on March 31, 2026 ("FY 2025-26").
The Annual Report sets out a detailed overview of the Companys business activities, financial performance and significant developments during the year under review. The audited financial statements forming part of this Annual Report provide a true and fair view of the financial position and performance of the Company for the financial year ended March 31, 2026, and have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS).
The Directors believe that this Annual Report provides the Members with a meaningful insight into the Companys business performance, financial results, key milestones and corporate governance framework, while also outlining the Companys strategic direction and growth prospects for the future.
FINANCIAL HIGHLIGHTS:
The financial performance of the Company for FY 2025-26 is summarized in the table below:
| Particulars | 2025-26 | 2024-25 |
| Revenue from Operations | 44,916.49 | 27,943.51 |
| Other Income | 261.23 | 221.26 |
| Total Income | 45,177.72 | 28,164.77 |
| Total Expenses | 40,027.39 | 25,097.46 |
| Profit Before Tax | 5,150.33 | 3,067.31 |
| Less: Tax Expenses | ||
| Current Tax | 1,515.48 | 744.38 |
| Deferred Tax | (365.96) | 110.94 |
| Tax for earlier period | (1.25) | 3.51 |
| Profit After Tax | 4,002.06 | 2,208.48 |
| Total Comprehensive Income | 4,053.15 | 2,201.77 |
STATE OF COMPANYS AFFAIRS:
The Company is a leading power transmission infrastructure engineering, procurement, and construction company with over fifteen years of experience in the energy infrastructure sector. The Companys expertise lies in the execution of high-voltage and extra-high voltage transmission line, substation and underground cabling projects delivered on a turnkey basis, encompassing design, engineering, supply, erection, installation, testing, commissioning, and comprehensive operation and maintenance services.
The revenue from operations of the Company for the FY 2025-26 was increased by 60.74% to 44,916.49 Lakhs as against 27,943.51 Lakhs for the previous financial year. The Profit After Tax of the Company for the FY 2025-26 was increased by 81.21% to 4,002.06 Lakhs as against 2,208.48 Lakhs for the previous financial year.
The Company recorded an order inflow of 61,454 lakhs during the FY 2025-26, taking its year-end unexecuted order book to an all-time high of 62,128 lakhs. This represents more than a threefold increase over the order book as of March 31, 2023, and an increase of approximately 41% compared with March 31, 2025, providing strong revenue visibility for the coming years.
During the year under review, the Company also expanded its geographical footprint beyond Gujarat into Rajasthan, Punjab, and the Union Territory of Dadra & Nagar Haveli and Daman & Diu, marking an important step towards reducing geographical concentration and strengthening its presence in new states.
For more details on the performance of the Company, please refer to section on Management Discussion and Analysis.
DIVIDEND:
After considering the Companys current and future capital requirements, the Company has deemed it prudent not to recommend any dividend for the FY 2025-26. This decision is intended to conserve financial resources and strengthen the Companys financial position to support its long-term growth strategy and future business opportunities.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors of the Company had formulated a Dividend Distribution Policy. The same is available on the Companys website at https://aee47f60.delivery.rocketcdn.me/wp-content/uploads/2026/02/6-Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any amount to the reserves. For complete details on movement in Reserves and Surplus during FY 2025-26, please refer to the Statement of Changes in Equity included in the Financial Statements forming part of this Annual Report.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of business of the Company.
CHANGES IN SHARE CAPITAL:
Authorised Share Capital:
During the FY 2025-26, the Authorised Share Capital of the Company was increased from ?1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of ?10/- (Rupees Ten Only) each to ?36,00,00,000/- (Rupees Thirty-Six Crore Only) divided into 3,60,00,000 (Three Crore Sixty Lakh) Equity Shares of ?10/- (Rupees Ten Only) each pursuant to an Ordinary Resolution passed by the Members at the Extra-Ordinary General Meeting of the Company held on Thursday, July 24, 2025.
Accordingly, as at the end of FY 2025-26, the Authorised Share Capital of the Company stood at ?36,00,00,000/- (Rupees Thirty-Six Crore Only) divided into 3,60,00,000 (Three Crore Sixty Lakh) Equity Shares of ?10/- (Rupees Ten Only) each.
Issued, Subscribed and Paid-Up Capital:
i. Bonus Issue
During the year under review, pursuant to the approval of the Members at the Extra-ordinary General Meeting held on July 24, 2025, the Company allotted 2,40,00,000 (Two Crore Forty Lakh) fully paid-up Equity Shares of ?10 each as bonus shares on July 25, 2025, in the ratio of 40:1, i.e., 40 (Forty) Equity Shares for every 1 (One) Equity Share held by the Members as on the record date, being July 18, 2025. The bonus shares were issued by capitalising the free reserves of the Company.
Preferential Allotment
During the year under review, the Company allotted, on September 6, 2025, 20,70,000 (Twenty Lakh Seventy Thousand) fully paid-up Equity Shares of face value ?10 each through preferential allotment on a private-placement basis, at an issue price of ?116 per Equity Share, comprising a face value of ?10 and a securities premium of ?106 per Equity Share. Pursuant to the said allotment, the Company raised an aggregate amount of ?24,01,20,000 (Rupees Twenty-Four Crore One Lakh Twenty Thousand only).
As at the end of FY 2025-26, the Issued, Subscribed & Paid-Up Capital of the Company stood at ?26,67,00,000/- (Rupees Twenty-Six Crore Sixty-Seven Lakh Only) divided into 2,66,70,000 (Two Crore Sixty-Six Lakh Seventy Thousand) Equity Shares of ?10/- (Rupees Ten Only) each.
During FY 2025-26, the Company has neither issued any sweat equity shares to its employees or directors nor issued any equity shares with differential rights as to dividend, voting, or otherwise. Accordingly, the disclosure requirements in respect of the aforesaid matters are not applicable to the Company.
Initial Public Offer:
Subsequent to the closure of the FY 2025-26, the Company successfully completed its Initial Public Offer ("IPO"), comprising a Fresh Issue of 75,75,000 (Seventy-Five Lakh Seventy-Five Thousand) Equity Shares of ?10/- (Rupees Ten Only) each, aggregating to ?13,256.25 Lakhs, and an Offer for Sale ("OFS") of 10,00,000 (Ten Lakh) Equity Shares of ?10/- (Rupees Ten Only) each by certain existing Promoter Selling Shareholders, aggregating to ?1,750.00 Lakhs.
Pursuant to the IPO, the Equity Shares of the Company were listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") on April 17, 2026.
The proceeds from the Fresh Issue were received by the Company and are being utilised for the objects of the Issue as set out in the Prospectus, whereas the proceeds from the Offer for Sale were received by the respective Selling Shareholders and the Company did not receive any proceeds from the Offer for Sale.
DEPOSITS:
During the year under review, the Company has not accepted any public deposits falling within the ambit of Section 73 of the Act and the Rules framed thereunder. The requisite return for FY 2025-26 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as of date.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:
The Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided, as required under Section 186 of the Act, Regulation 34(3) and Schedule V of the Listing Regulations, in Notes forming part of the Financial Statements.
INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As at the end of FY 2025-26, the Company does not have any subsidiary, associate or joint venture companies.
The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the Listing Regulations, and the same is uploaded on the website of the Company and can be accessed at https://ompowertransmission.com/wp-content/uploads/2026/02/17-Policy-for-material-subsidiaries.pdf. There are no material unlisted subsidiaries of the Company.
2025-26
[Continuation from previous page] ...the Company has approved the proposal for incorporation of subsidiary in India, subject to receipt of the requisite statutory and regulatory approvals, wherever applicable, and completion of the necessary legal and procedural formalities by subscribing 5,600 (Five Thousand Six Hundred) Equity Shares of ?10/- (Rupees Ten only) each, aggregating to ?56,000/- (Rupees Fifty-Six Thousand only). The Company shall be incorporated in the name of OPTL Green Energy Private Limited.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During FY 2025-26, the Company entered into transactions with related parties in the ordinary course of business and on an arms-length basis. All such transactions were undertaken in compliance with the applicable provisions of the Companies Act, 2013 and were approved by the Board of Directors and/or other competent authority, wherever required.
The Company did not enter into any contract, arrangement or transaction with any related party that was not on an arms-length basis. Further, the Company did not enter into any material contract, arrangement or transaction with any related party requiring disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, Form AOC-2 does not form part of this Report.
Further, there were no materially significant related-party transactions during the year that could have a potential conflict with the interests of the Company at large.
The details of the Related Party Transactions entered into during FY 2025-26 are disclosed in Note No. 30 to the Financial Statements, which forms an integral part of this Annual Report.
LOAN TO PROMOTERS, PROMOTER GROUP OR FIRM IN WHICH DIRECTORS ARE INTERESTED:
The Company has not given any loans or advances to any firm/company in which its directors are interested or the Promoters or members of the Promoter Group.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Articles of Association of the Company, Mr. Kalpesh Dhanjibhai Patel, Chairman and Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, have recommended the re-appointment of Mr. Kalpesh Dhanjibhai Patel. The resolution seeking approval of the members in respect of the appointment of Mr. Kalpesh Dhanjibhai Patel has been included in the Notice convening the ensuing AGM. Requisite details of Mr. Kalpesh Dhanjibhai Patel in terms of the provisions of Regulation 36(3) of the Listing Regulations and the applicable Secretarial Standards on the General Meetings have also been included in the Notice convening the ensuing AGM.
During the year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel ("KMP") of the Company:
Appointment of Company Secretary and Compliance Officer
Change in Designation of Executive Directors
Appointment of Independent Directors
Appointment of Chief Financial Officer
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the following persons are the Key Managerial Personnel of the Company as at the date of this Report:
2025-26
The Changes took place in the Senior Management Personnel of the Company are provided in the Corporate Governance Report forming part of this Annual Report.
Directors Disqualification
None of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any other statutory authority. In accordance with the provisions of the Listing Regulations, the Company has obtained a certificate to this effect from M/s. SCS and Co. LLP, Practicing Company Secretaries, Ahmedabad. The said certificate forms an integral part of this Annual Report.
Declaration of Independence
The Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act. The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet all the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. As per Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
In the opinion of the Board, all the Independent Directors satisfy all the criteria of independence as defined under the Act, rules framed thereunder and the Listing Regulations, and that they are independent of the Management of the Company. The Board also confirms that all the Independent Directors possess integrity and the requisite qualification, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014.
Independent Directors Databank and Proficiency Test
As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.
Pecuniary Relationship or Transactions with Non-Executive Directors
During the FY 2025-26, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company except sitting fees paid to them to attend the Board and Committee meetings of the Company.
BOARD MEETINGS:
During the year under review, sixteen meetings of the Board of Directors were held. The particulars of the meetings held, attendance of each Director, attendance of each of the meetings etc. are detailed in the Corporate Governance Report forming part of this Annual Report. The gap between two consecutive meetings was not more than 120 (one hundred twenty) days as provided in section 173 of the Act.
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Corporate Governance Report, which forms part of this Annual Report.
BOARD COMMITTEES:
The Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee in terms of the applicable provisions of the Act and Listing Regulations. Brief description of terms of reference, composition, meeting and attendance during the year and other relevant details of each of the committees are provided in the Report on Corporate Governance, which forms a part of this Annual Report.
PERFORMANCE EVALUATION:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of the performance of the Board as a whole, its Committees and individual Directors.
The performance of the Board was evaluated on various parameters, including its composition and structure, effectiveness of Board processes, quality and timeliness of information provided to the Board, participation in discussions and deliberations, strategic guidance and overall effectiveness of the Board.
The performance of the Committees was evaluated on the basis of parameters including their composition, effectiveness of meetings, discharge of responsibilities, quality of deliberations and fulfilment of the terms of reference assigned to them.
The performance of individual Directors was evaluated based on parameters including their contribution to the Board and Committee meetings, preparedness, participation, constructive contribution, independent judgment and overall effectiveness.
The performance of the Chairman was evaluated taking into account his leadership, effectiveness in steering the Board and facilitating constructive deliberations.
The Independent Directors, at a separate meeting, evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairman, taking into account the views of the Executive Directors and Non-Executive Directors.
The performance of the Independent Directors was evaluated by the Board as a whole, excluding the Independent Director being evaluated.
The evaluation process was conducted in accordance with the Companys Policy on Performance Evaluation of the Board, its Committees and Individual Directors. The Board is satisfied with the overall performance of the Board, its Committees and individual Directors.
2025-26
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
During FY 2025-26, the Company has adopted the policy on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other related matters as provided under the Act and Listing Regulations. The said policy, titled the Nomination and Remuneration Policy, is available on the website of the Company and can be accessed at https://aee47f60.delivery.rocketcdn.me/wp-content/uploads/2026/02/8-Nomination-and-Remuneration-Policy.pdf. The salient features of the Policy are provided in the Report on Corporate Governance.
DETAILS OF REMUNERATION AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details pertaining to remuneration and other related disclosures are provided in the Annexure - A to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms that:
a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors had 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 the Company at the end of the financial year and of the profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis;
e) The Directors had laid down the Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT:
The Company has in place a robust risk management framework to identify, evaluate, monitor and mitigate various business, operational, financial, regulatory and strategic risks that may adversely impact its business objectives and performance.
The provisions relating to the constitution of a Risk Management Committee under Regulation 21 of the Listing Regulations are not applicable to the Company. Accordingly, the Board of Directors continues to oversee the Companys risk management function. The Board of Directors has the overall responsibility for overseeing the risk management framework and ensuring that appropriate measures are in place to address the identified risks.
The Board periodically reviews the key risks affecting the business and the adequacy and effectiveness of the mitigation measures adopted by the management. The risk management process is integrated with the Companys overall business planning and internal control framework.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has established and maintains an Internal Financial Controls framework in accordance with the requirements of the explanation to Section 134(5)(e) of the Act. The framework is designed to facilitate the orderly and efficient conduct of the Companys operations, ensure compliance with applicable policies and procedures, safeguard its assets, prevent and detect frauds and errors, maintain the accuracy and completeness of accounting records, and enable the timely preparation of reliable financial information.
The Board is of the opinion that the Companys Internal Financial Controls are adequate and effective, having regard to the nature of its business and the scale and complexity of its operations. The Company also has adequate Internal Financial Controls with reference to the Financial Statements, which are operating effectively.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of the provisions of Section 135 and rules framed thereunder, the Company has constituted the Corporate Social Responsibility Committee. The detailed terms of reference, meetings, attendance at its meetings, and other details are provided in the Corporate Governance Report. During FY 2025-26, the Company has amended the Corporate Social Responsibility Policy ("CSR Policy") of the Company. The same is uploaded on the website of the Company and can be accessed at https://aee47f60.delivery.rocketcdn.me/wp-content/uploads/2026/02/5-Corporate-Social-Responsibility-Policy.pdf.
The Annual Report on Corporate Social Responsibility Activities, as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been prepared in the prescribed format and is annexed to this Report as Annexure - B. The report, inter alia, contains a brief outline of the Companys CSR Policy and the details of CSR initiatives undertaken during the year under review.
AUDITORS AND THEIR REPORTS:
1. Statutory Auditors:
Pursuant to the provision of Section 139 of the Act, read with rules made thereunder, M/s. O.M.M.S. & Associates, Chartered Accountants (FRN: 135149W), Ahmedabad, were appointed as the Statutory Auditors of the Company in the Eleventh Annual General Meeting of the Company for the second consecutive term of five years to hold office till conclusion of the Sixteenth Annual General Meeting of the Company. The Statutory Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India ("ICAI") and hold valid certificate issued by the Peer Review.
The Statutory Auditors have issued Auditors Report on the Financial Statements of the Company for the FY 2025-26 with unmodified opinion. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
2025-26
2. Secretarial Auditors:
The provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the appointment of a Secretarial Auditor were not applicable to the Company for the FY 2025-26.
However, M/s. SCS and Co. LLP (Firm Registration No. L2020GJ008700, Peer Review No. 5333/2023), Practicing Company Secretaries, Ahmedabad, were appointed as the Secretarial Auditors of the Company in the Fourteenth Annual General Meeting for a term of 1 (one) year i.e. FY 2025-26. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review.
Pursuant to the provisions applicable to listed entities under Regulation 24A of the Listing Regulations, and subject to the approval of the Members, the Board of Directors, based on the recommendation of the Audit Committee, has recommended the re-appointment of M/s. SCS and Co. LLP (Firm Registration No. L2020GJ008700, Peer Review No. 5333/2023), Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years, commencing from financial year 2026-27 to the financial year 2030-31.
The Secretarial Auditor of the Company has issued the Secretarial Audit Report for FY 2025-26 in Form MR-3. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
The Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of the Act read with rules made thereunder, and the Secretarial Compliance Report pursuant to the provisions of Regulation 24A of the Listing Regulations for FY 2025-26, issued by M/s. SCS and Co. LLP, Practicing Company Secretaries, Ahmedabad, are annexed herewith this Report and marked as Annexure - C and Annexure - D, respectively, and form an integral part of this Report.
3. Internal Auditors:
Pursuant to Section 138 of the Act, the Company had appointed M/s. Sweta Patel & Associates (Firm Registration No.: 139165W), Chartered Accountants, Ahmedabad, as an Internal Auditor of the Company for the financial year 2025-26.
The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence, do not call for any further explanation/s by the Company.
After completion of the said term, the Company has reappointed M/s. Sweta Patel & Associates (Firm Registration No.: 139165W), Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the financial year 2026-27.
4. Cost Audit:
The provisions relating to the maintenance of cost records and conduct of cost audit, as prescribed under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company having regard to the nature of its business and activities. Accordingly, the Company is not required to maintain cost records or appoint a Cost Auditor for the financial year under review.
CREDIT RATING:
The Company has a strong track record of prudent financial management and timely fulfilment of its financial obligations. Its long-term and short-term credit facilities are rated Crisil BBB+/Stable and Crisil A2, respectively.
INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, the Company was not required to transfer any fund to the Investor Education and Protection Fund.
REPORT ON CORPORATE GOVERNANCE:
The Report on Corporate Governance, prepared in accordance with Regulation 34 read with Schedule V of the Listing Regulations, forms an integral part of this Annual Report. The certificate issued by M/s. SCS and Co. LLP (Firm Registration No. L2020GJ008700, Peer Review No. 5333/2023), Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance, is annexed to the Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for FY 2025-26, providing a detailed review of the Companys operations, financial performance, industry structure and developments, risks and opportunities, internal control systems, segment-wise performance, and future outlook, forms an integral part of this Annual Report. The Report has been prepared in accordance with Regulation 34 read with Schedule V of the Listing Regulations.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Equity Shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on April 17, 2026. The requirement to include a Business Responsibility and Sustainability Report ("BRSR") under Regulation 34(2)(f) of the Listing Regulations is applicable to the top 1,000 listed entities based on market capitalisation, as specified by SEBI. The Company does not fall within the prescribed category for mandatory BRSR reporting for FY 2025-26. Accordingly, the Company has not included a BRSR in this Annual Report.
2025-26
VIGIL MECHANISM:
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company has adopted a Whistle Blower Policy in accordance with the requirements of the Vigil Mechanism under the Act and Regulation 22 of the Listing Regulations. The Policy provides adequate safeguards against victimisation of persons who report concerns under the mechanism and enables direct access to the Chairperson of the Audit Committee in appropriate cases. The Audit Committee oversees the effective functioning of the Vigil Mechanism. The Whistle Blower Policy is available on the Companys website and can be accessed at https://aee47f60.delivery.rocketcdn.me/wp-content/uploads/2026/02/16-Whistle-Blower-Policy.pdf.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for the FY 2025-26 is available on the Companys website and can be accessed at https://aee47f60.delivery.rocketcdn.me/wp-content/uploads/2026/09/2025-26.pdf.
MATERIAL CHANGES AND COMMITMENT:
Except for the successful completion of the IPO and the listing of the Equity Shares of the Company on the National Stock Exchange of India Limited and BSE Limited, as disclosed under the section on Changes in Share Capital, there were no material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year to which the financial statements relate and the date of this Report.
PREVENTION OF SEXUAL HARASSMENT:
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has implemented a Policy on the Prevention of Sexual Harassment at the Workplace. An Internal Committee has been constituted to address complaints and grievances under the POSH Act. The details of complaints received, disposed of, and pending during FY 2025-26 are set out in the table below:
The Policy on prevention of sexual harassment at workplace, as adopted by the Board of Directors, is placed on the website of the Company at aee47f60.delivery.rocketcdn.me/wp-content/uploads/2026/02/13-Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf
| Number of complaints of sexual harassment received during the year | Nil |
| Number of complaints disposed of during the year | Nil |
| Number of cases pending for more than ninety days | Nil |
MATERNITY BENEFITS:
The Company is in due compliance with the applicable provisions pertaining to maternity benefits as prescribed under the Maternity Benefit Act, 1961/the Code on Social Security, 2020. The Company provides the prescribed maternity benefits and related support to eligible women employees in accordance with the applicable laws.
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:
There are no instances of one-time settlement with any Bank or Financial Institution, during FY 2025-26.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information related to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be given under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure - E to this Report.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:
The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi, on Meetings of Board of Directors and General Meetings.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
DETAIL OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the FY 2025-26, no application was made, and no proceedings were initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.
DEMATERIALISATION OF EQUITY SHARES:
The entire issued and paid-up equity share capital of the Company is being held in dematerialised form.
WEBSITE:
As per Regulation 46 of Listing Regulations, the Company has maintained a functional website i.e. www.ompowertransmission.com containing information about the Company.
The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
ACKNOWLEDGEMENT:
Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.
The Board places on record its appreciation for the continued co-operation and support which the Company has been receiving from government authorities, regulators, customers, suppliers, business partners, contractors, sub-contractors, joint venture partners, banks, financial institutions, insurance companies, members, stock exchanges, and others stakeholders.
| For and on behalf of Board of Directors Om Power Transmission Limited (Formerly known Om Power Transmission Private Limited) |
| Date: September 7, 2026 Place: Ahmedabad |
| Kalpesh Dhanjibhai Patel Chairman & Executive Director (DIN: 03516312) |
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