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Oriana Power Ltd Directors Report

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Oriana Power Ltd Share Price directors Report

Dear Members,

The Board of Directors has pleasure in presenting the 11th 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 Companys financial performance for the year ended March 31, 2024 is summarized below:

(Amount in Lakhs)

Particulars Standalone Consolidated
2023-2024 2022-2023 2023-2024 2022-2023
Revenue from Operations 37,731.44 13,293.62 38,287.49 13,471.72
Other Income 262.53 101.76 292.03 112.00
Total Income 37,993.97 13,395.37 38,579.52 13,583.72
Profit Before exceptional and extraordinary items and tax 7,553.80 1,775.23 7,557.23 1,595.94
Exceptional items - - - -
Profit Before extraordinary items and tax 7,553.80 1,775.23 7,557.22 1,595.94
Extraordinary items (6.10) - (6.10) -
Profit Before Tax 7,559.90 1,775.23 7,563.33 1,595.94
Current Tax 2,044.11 528.96 1,929.15 533.39
Deferred Tax 2.57 (2.27) 199.14 6.37
Tax Adjustment of Earlier Years - - 6.68 (0.12)
Net Profit/ Loss for the period 5,513.27 1,248.54 5,428.35 1,056.29
Minority Interest in Subsidiaries - - (6.72) -
Net Profit/ Loss for the period 5,513.27 1,248.54 5,435.07 1,056.29
Earnings per share
Basic (in Rs.) 33.93 19.99 33.41 16.91
Diluted (in Rs.) 33.93 19.99 33.41 16.91

‘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 COMPANYS 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 forward looking strategy to retain earnings within the business, enabling us to fund expansion initiatives from internal accruals and support the Companys 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:

40 Under 40 Indian Solar Pioneers Solar Quarter
Winner Of Solar Quarter Power 100 India Solar Quarter
Sme Stars Alpha Ideas
Best Engineering Team Of The Year Solar Quarters
Best Places To Work Times Of India
Champion Of The Service Sector At Bhartiya Udyamita Utsav 2024

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main objects of the Company.

CHANGE IN CAPITAL STRUCTURE

SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2023-24, the following were the changes in the Share Capital of the Company:

A. Authorized Share Capital

During the year under review change was made in Authorized Share capital of the Company and it stands at Rs. 20,00,00,000 (Rupees Twenty Crore Only) having 2,00,00,000 equity shares of Rs. 10/-.

B. Paid up Share capital

Over the course of the year, the number of shares increased in several stages:

• On May 24, 2023, the issuance of Bonus Shares raised the total from 67,10,000 to 1,34,20,000.

• 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 Rs. 10/- Each) at a Price of Rs. 118/- Per Equity Share (Including a Share Premium of Rs. 108/- Per Equity Share), Aggregating Rs. 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:

Sr. No. Original Object Original Allocation* (Lakhs) Funds Utilized (Lakhs)
1 Working Capital Requirements of the Company 2300 2300
2 Investment in Subsidiaries Company 2000 2000
3 Capital expenditure on infrastructure & technology for expansion 200 12.84
4 General Corporate Purposes** 1465.61 1465.61
Total 5965.61 5778.45

** The amount utilized for general corporate purposes shall not exceed 25% of the gross proceeds of the Issue. * As per the Prospectus of the issue.

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.

Particulars Corporate Guarantees (In lakhs) Investments (In lakhs)
Subsidiaries
-Equity Shares NIL 7,803.09
-Debentures NIL NIL
-Loans 13,805 NIL
Associates
-Equity Shares NIL 2.23
-Debentures NIL 1,103
-Loans 2,573 NIL
Other
-Equity Shares NIL 5.10
-Debentures NIL NIL
-Loans NIL NIL

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 Arms 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 Companys 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, Companys Board consists of 6 members.

Mr. Rupal Gupta Managing Director, CEO
Mr. Parveen Kumar Executive Director, Chief Technical Officer & Chief Operating Officer
Mr. Anirudh Executive Director, Chief
Saraswat Business Officer
CA Archana Jain Non Executive Independent Director
CS Dhawal Non Executive Independent
Chhaganlal Gadda Director
Dr. Sankara Sastry Non Executive Independent
Oruganti Director

A brief profile of the Directors is available at the Companys 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

CA Shivam Aggarwal Chief Financial Officer
CS Tanvi Singh Company Secretary and Compliance Officer

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:

24-04-2023 28-04-2023 01-05-2023 10-05-2023 11-05-2023 12-05-2023 24-05-2023
30-05-2023 02-06-2023 06-06-2023 08-06-2023 13-06-2023 16-06-2023 04-07-2023
20-07-2023 21-07-2023 26-07-2023 08-08-2023 09-08-2023 19-10-2023 08-11-2023
05-03-2024

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:

S. No. Name of Director No. of Board meeting held during the year No. of Board meeting attended during the year
1 Mr. Rupal Gupta 22 22
2 Mr. Anirudh Saraswat 22 22
3 Mr. Parveen Kumar 22 22
4 SA Archana Jain 22 22
5 Dr. Sankara Sastry Oruganti 22 12
6 CS Dhawal Chhaganlal Gadda 22 14

(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 Rs. 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:

Sr. No. Name of Director Nature of Directorship Position in the Committee No. of meetings attended
1. CA Archana Jain Non-Executive Independent Director Chairperson 4
2. Dr. Sankara Sastry Oruganti Non-Executive Independent Director Member 4
3. Mr.Anirudh Saraswat Executive Director Member 4

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.

Sr. No. Name of Director Nature of Directorship Position in the Committee No. of meetings attended
1. CA Archana Jain Non-Executive Independent Director Chairperson 2
2. Mr. Rupal Gupta Non-Executive Independent Director Member 2
3. Mr. Parveen Kumar Executive Director Member 2

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.

Sr. No. Name of Director Nature of Directorship Position in the Committee No. of meetings attended
1. CA Archana Jain Non-Executive Independent Director Chairperson 2
2. Dr. Sankara Sastry Oruganti Non-Executive Independent Director Member 2
3. Mr. Parveen Kumar Executive Director Member 2

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.

Sr. No. Name of Director Nature of Directorship Position in the Committee No. of meetings attended
1. CA Archana Jain Non-Executive Independent Director Chairperson 2
2. Mr. Rupal Gupta Managing Director Member 2
3. Mr. Parveen Kumar Executive Director Member 2

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 changes in the Board of Directors/KMPs of the Company during the year under review:

Name DIN/PAN/ Membership No. Designation
Mr. Rupal Gupta 08003344 Managing Director
Mr. Anirudh Saraswat 06472271 Executive Director
Mr. Parveen Kumar 08003302 Executive Director
CA Archana Jain 09171307 Non-Executive Independent Director
Dr. Sankara Sastry Oruganti 10179426 Non-Executive Independent Director
CS Dhawal Chhaganlal Gadda 10046213 Non-Executive Independent Director
CS Tanvi Singh A69061 Company Secretary & Compliance Officer
CA Shivam Aggarwal 562742 Chief Finance Officer

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 Boards 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 Boards 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 COMPANYS 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 Companys 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 Companys 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

S. No. Name of the company Subsidiaries
1 AAN SOLAR PRIVATE LIMITED Wholly Owned Subsidiary
2 RAP SOLAR PRIVATE LIMITED Wholly Owned Subsidiary
3 RAAV SOLAR PRIVATE LIMITED Wholly Owned Subsidiary
4 AVM SOLAR PRIVATE LIMITED Wholly Owned Subsidiary
5 KAMET SOLAR SPV PRIVATE LIMITED Wholly Owned Subsidiary
6 MSD SOLAR PRIVATE LIMITED Wholly Owned Subsidiary
7 OPPL ASSETS PRIVATE LIMITED Wholly Owned Subsidiary
8 OPPL DEL1 SPV PRIVATE LIMITED Wholly Owned Subsidiary
9 OPPL DEL SPV PRIVATE LIMITED Wholly Owned Subsidiary
10 OPPL GUJ SPV PRIVATE LIMITED Wholly Owned Subsidiary
11 OPPL SPV CG PRIVATE LIMITED Wholly Owned Subsidiary
12 OPPL SPV HAR PRIVATE LIMITED Wholly Owned Subsidiary
13 OPPL SPV RAJ PRIVATE LIMITED Subsidiary
14 OPPL TELN SPV PRIVATE LIMITED Wholly Owned Subsidiary
15 ZANSKAR SOLAR SPV PRIVATE LIMITED Wholly Owned Subsidiary
16 ZANSKAR SOLAR RAJ PRIVATE LIMITED Wholly Owned Subsidiary
17 TRUERE SPV PRIVATE LIMITED Wholly Owned Subsidiary
18 OPAR SPV PRIVATE LIMITED Wholly Owned Subsidiary
19 SOLARITHIC POWER SPV PRIVATE LIMITED Subsidiary
20 TRUERE100 ENERGY PRIVATE LIMITED Wholly Owned Subsidiary
21 TRUERE SOLUTIONS PRIVATE LIMITED Subsidiary
22 TRUERE UP 1 PRIVATE LIMITED Wholly Owned Subsidiary
23 TRUERE DEL PRIVATE LIMITED Wholly Owned Subsidiary
24 TRUERE SPV 1 PRIVATE LIMITED Wholly Owned Subsidiary
25 TRUERE UP 2 PRIVATE LIMITED Wholly Owned Subsidiary
26 TRUERE SPV DEL1 PRIVATE LIMITED Wholly Owned Subsidiary
27 TRUERE SOLAR PRIVATE LIMITED Wholly Owned Subsidiary
28 TRUERE HAR PRIVATE LIMITED Wholly Owned Subsidiary
29 TRUERE ENERGY PRIVATE LIMITED Wholly Owned Subsidiary
30 TRUERE SPV2 PRIVATE LIMITED Wholly Owned Subsidiary
31 SOLUXE POWER SPV PRIVATE LIMITED Wholly Owned Subsidiary
32 TRUERE GUJ SPV PRIVATE LIMITED Wholly Owned Subsidiary

List of Associates

S. No. Company Name Associates
1 SIPHA SOLAR PRIVATE LIMITED Associate
2 ASHLYN DEL SPV PRIVATE LIMITED Associate
3 ASHLYN SOLAR SPV PRIVATE LIMITED Associate
4 ORITECH POWER PRIVATE LIMITED Associate
5 OPWR DEL SPV PRIVATE LIMITED Associate

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 Companys 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 Non Executive 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 Companys 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 Indias 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 Companys 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

S. No. Particulars 31st March 2024 (In lakhs) 31st March 2023 (In lakhs)
1 Gain / (loss) on foreign exchange fluctuation 31.16 (1.86)
2 Gain / (loss) on hedging NIL 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 cs@orianapower.com.

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 Companys 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

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