Oriana Power Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 12^th (Twelfth) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31, 2025 is summarized below:

Particulars	Standalone			Consolidated
	2024-2025	2023-2024	2022-2023	2024-2025	2023-2024	2022-2023
Revenue from Operations	101,867.31	37,731.44	13,293.62	98,716.60	38,287.49	13,471.72
Other Income	1,145.34	262.53	101.76	1,090.10	292.03	112.00
Total Income	103,012.65	37,993.97	13,395.37	99,806.71	38,579.52	13,583.72
Profit Before exceptional and extraordinary items and tax	22194.95	7,553.80	1,775.23	21,236.40	7,557.24	1,595.94
Exceptional items	-	-	-	-	-	-
Profit Before extraordinary items and tax	22194.95	7,553.80	1,775.23	21,236.40	7,557.24	1,595.94
Extraordinary items	-	(6.10)	-	-	(6.10)	-
Profit Before Tax	22,194.95	7,559.90	1,775.23	21,236.40	7,563.34	1,595.94
Current Tax	5862.10	2,044.11	528.96	5868.62	1,929.15	533.39
Deferred Tax	(2.06)	2.52	(2.27)	(487.37)	199.14	6.37
Tax Adjustment of Earlier Years		-	-	(1.23)	6.68	(0.12)
Net Profit/ Loss for the period	16,334.91	5,513.27	1,248.54	15,853.92	5,428.37	1,056.29
Minority Interest in Subsidiaries	-	-	-	(1.49)	(6.72)	-
Net Profit/ Loss for the period	16,334.91	5,513.27	1,248.54	15,855.42	5,435.09	1,056.29
Earnings per share
Basic (in Rs.j	81.92	33.93	19.99	79.52	33.41	16.91
Diluted (in Rs.)	81.92	33.93	19.99	79.52	33.41	16.91

Note: The previous year numbers have been regrouped/ reclassified wherever necessary.

STATE OF THE COMPANYS AFFAIRS

The highlights of the Companys performance during the financial year 2024-25 are as under:

a) Net Revenue from operations increased to Rs.1,018.67 Crore from Rs.377.31 Crore, marking a superb growth of ~270%.

b) Profit Before Tax increased to Rs.221.95 Crore from Rs.75.55 Crore, reflecting a growth of ~293%.

c) EBITDA stood at Rs.232.87 Crore, an increase of ~195%.

FY 2024-25 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 successfully delivered over 200 MW of solar capacity during the year, taking the cumulative installed base to 400+ MW, with an additional 550+ MW under execution.

Key achievements included securing major C&I and utility-scale solar projects with reputed clients such as Dalmia Bharat Cement, JK Cement Limited, Bharat

Petroleum Corporation Limited, and Maharashtra State Electricity Distribution Company.

In the Battery Energy Storage System (BESS) vertical, the Company secured ~403 MWh of projects across multiple states and is on track to achieve a 1+ GWh target by FY26. In the Green Hydrogen and e-fuels segment, Oriana Power has been allocated ~10,000 MTPA green hydrogen capacity under the SIGHT Scheme, initiated land acquisition for a gigafactory in Madhya Pradesh, and entered into its first non-binding offtake agreement for e-methanol.

The Company signed MoUs worth over Rs.15,500 Crore with state governments 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 financial year under review, the Company initiated business activities into Green Hydrogen and Battery Energy Storage Systems (BESS), complementing its existing renewable energy portfolio. This diversification aligns with the Companys long-term strategic objectives of delivering integrated clean energy solutions and enhancing its competitive positioning in emerging energy technologies.

The aforesaid activities fall within the scope of the existing object clause of the Companys Memorandum of Association. The Board of Directors is of the view that this expansion represents a significant step towards future growth, value creation, and strengthening stakeholder confidence in the Companys strategic direction.

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, the Authorized Share Capital of the Company has increased from 720,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore) Equity Shares ofFace Value of 710/- (Rupees Ten only) each to 724,50,00,000/- (Rupees Twenty Four Crore Fifty Lakh only) divided into 2,45,00,000 (Two Crore Forty Five Lakh) Equity Shares of 710/- (Rupees Ten only) each.

Further, the Company has raised 7206,85,21,000/- (Rupees Two Hundred Six Crore Eighty Five Lakh Twenty One Thousand Only) by way of issuance of 11,36,550 (Eleven Lakh Thirty Six Thousand Five Hundred Fifty) equity shares of face value of 710/- (Rupees Ten) each at the issues price of 71820/- (Rupees One Thousand Eight Hundred Twenty only) including premium of 71810/- (Rupees One Thousand Eight Hundred Ten only) per equity shares, through Private Placement Offer. Consequently, the Paid-up Share Capital of the Company has been increased during the year under review.

The changes made in Share Capital of the Company during the year, are presented in below table:

Nature of Capital	At 01/04/2024		Increased during the year		At 31/03/2025
	No. of Shares	Capital in 7	No. of Shares	Capital in 7	No. of Shares	Capital in 7
Authorized Capital	2,00,00,000	20,00,00,000	45,00,000	4,50,00,000	2,45,00,000	24,50,00,000
Paid-up Capital	1,91,82,600	19,18,26,000	11,36,550	1,13,65,500	2,03,19,150	20,31,91,500

CREDIT RATING

During the year under review, your Company has achieved a BBB+ (Stable) CRISIL rating, reinforcing financial discipline and governance strength.

HOLDING COMPANY

The Company does not have a Holding Company.

SUBSIDIARIES AND ASSOCIATES COMPANY

As on March 31, 2025, your Company had Fifty-Three (53) Subsidiary Company and Five (5) Associate Company. The details are given in Form AOC-1 annexed to the 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, 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 Subsidiaries 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 part of the 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 Corporate Office of the Company on all working days up to the date of AGM i.e. September 28, 2025 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 March 31, 2025, the Board of Directors of the Company comprises 6 members:

Sr. No. Name of Director	Designation	Date of Appointment
1 Mr. Rupal Gupta	Managing Director	30/11/2017
2 Mr. Anirudh Saraswat	Executive Director	18/04/2019
3 Mr. Parveen Kumar	Executive Director	30/11/2017
4 Ms. Archana Jain	Independent Director	27/03/2023
5 Mr. Dhawal Chhaganlal Gadda	Independent Director	30/05/2023
6 Mr. Sankara Sastry Oruganti	Independent Director	07/06/2023

In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Rupal Gupta (DIN: 08003344) , Managing Director, is liable to retire by rotation at the ensuing AGM and being eligible, have offered himselves for reappointment. The resolution seeking members approval for their re-appointment form 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 12^th AGM.

Further, Post Financial year 2024-25, the Board of Directors in its meeting held on May 28, 2025 appointed Mr. Anirudh Saraswat and Mr. Parveen Kumar as Wholetime Directors of the Company for the period of three (3) years w.e.f. May 28, 2025. Such appointments were also approved by the Members of the Company vide their Special Resolution dated July 04, 2024 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. Further, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company.

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.

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

KEY MANAGERIAL PERSONNEL

During the Financial Year 2024-25, 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 Companys 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.

The Board and Committee meetings are scheduled in advance and communicated to all Directors to ensure their availability and active participation. The agenda is generally circulated a week prior to the date of the meeting and includes detailed notes on items to be discussed at the meeting to enable the Directors to take an informed decision. However, in case of urgency, the agenda is circulated along with shorter notice as per the provisions of the Secretarial Standard on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India.

The Company also provides facility to the Directors to attend meetings of the Board and its Committees through Video/ Tele Conferencing mode.

During the year under review, the Board of Directors of the Company duly met 7 (Seven) times respectively on:

Sr No. Type of Meeting	Date of Meeting
1. Board Meeting	02-05-2024
2. Board Meeting	18-05-2024
3. Board Meeting	01-08-2024
4. Board Meeting	04-09-2024
5. Board Meeting	13-11-2024
6. Board Meeting	13-02-2025
7. Board Meeting	27-03-2025

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

Sr. No. Name of Director	No. of Board Meetings held	No. of Board Meetings attended
1. Mr. Rupal Gupta	7	7
2. Mr. Anirudh Saraswat	7	7
3. Mr. Parveen Kumar	7	7
4. Ms. Archana Jain	7	7
5. Mr. Sankara Sastry Oruganti	7	7
6. Mr. Dhawal Chhaganlal Gadda	7	6

Committee Meetings:

The Board Committees play a crucial role in enhancing the Companys 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 circulated to the Board for its information and consideration. To support effective participation, video and tele-conferencing facilities are made available to Committee Members. Committees may also invite external participants to attend meetings, whenever deemed necessary.

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 March 31, 2025, the Audit Committee comprises the following members:

Sr. No Name of Membei	Category	Designation
1 Ms. Archana Jain	Independent Director	Chairperson
2 Mr. Sankara Sastry	Independent	Member
Oruganti	Director
3 Mr. Anirudh	Executive	Member
Saraswat	Director

During the year under review, the Audit Committee met Six (6) times; the dates of the meeting and attendance of committee members are given below:

Sr No. Type of Meeting	Date of Meeting
1. Audit Committee Meeting	02-05-2024
2. Audit Committee Meeting	17-05-2024
3. Audit Committee Meeting	03-09-2024
4. Audit Committee Meeting	13-11-2024
5. Audit Committee Meeting	13-02-2025
6. Audit Committee Meeting	27-03-2025

 

S„r. Name of Member No.	No. of meetings	No. of meetings Attended
1. Ms. Archana Jain	6	6
2. Mr. Sankara Sastry Oruganti	6	6
3. Mr. Anirudh Saraswat	6	6

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 March 31, 2025, the NRC comprises the following members:

f,1". Name of Member No.	Category	Designation
1 Ms. Archana Jain	Independent Director	Chairperson
2 Mr. Sankara Sastry	Independent	Member
Oruganti	Director
3 Mr. Dhawal	Independent	Member
Chagganlal Gadda	Director

During the year under review the NRC met one time on September 03, 2024 and all the NRC members were present at such meeting.

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 March 31, 2025, the SRC comprises the following members:

f,1". Name of Member No.	Category	Designation
1. Ms. Archana Jain	Independent Director	Chairperson
2. Mr. Sankara Sastry Oruganti	Independent Director	Member
3. Mr. Parveen Kumar	Executive Director	Member

During the year under review, the SRC met one time on September 03, 2024, and all the SRC members were present at said 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, recommend the amount of expenditure to be incurred on the CSR activities and 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 March 31, 2025, the CSR Committee comprises the following members:

Sr. No. Name of Member	Category	Designation
1. Ms. Archana Jain	Independent Director	Chairperson
2. Mr. Rupal Gupta	Executive Director	Member
3. Mr. Parveen Kumar	Executive Director	Member

During the year under review, the CSR Committee met one time on May 18, 2024, and all the CSR Committee members were present at said meeting.

SHAREHOLDERS MEETING:

EGM: During the year under review, the Company convened one Extra-ordinary General Meeting (EGM) on June 09, 2024, wherein the Members considered and approved the increase in Authorized Share Capital and the issuance of Equity Shares on a preferential basis by passing the requisite Special Resolutions. Ms. Archana Jain, Chairperson of the Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC), was present at the EGM.

Postal Ballot: The Board of Directors in its meeting held on March 27, 2025 approved the Postal Ballot Notice for securing the approval of Members inter-alia for increasing the limits of giving loans, making investment or providing security or guarantee from Rs.1000 Crores to Rs.5000 Crores and increasing the borrowing limits upto Rs.5000 Crores etc. The Members have approved the items of such postal Ballot Notice vide Special Resolutions passed on April 27, 2025.

AGM: The 11^th Annual General Meeting (AGM) of the company was held on September 27, 2024.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 31, 2025, without the presence of NonIndependent 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 March 31, 2025 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.

REMUNERATION POLICY

Your Company has in place 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/investors/. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company. Salient features of Policy include:

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

2. 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.

3. NRC Shall meet at least once a year.

4. Chairperson of the NRC shall be an Independent Director

5. 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 Boards 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 (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 also open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@orianapower. com. None of the employees listed in the said Annexure are related to any Director of the Company.

STATUTORY AUDITORS AND AUDIT REPORTS

Members in their meeting held on June 16, 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 2024-25 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 selfexplanatory and do not call for any further comments.

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 May 18, 2024 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 audit the cost records for the financial year ended March 31, 2025. 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 March 31, 2025, does not contain any qualification, reservation and adverse remarks.

Further, the Board of Directors on the recommendation of the Audit Committee had re-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 conduct the audit for the financial year ending March 31, 2026. The necessary resolution for ratification of remuneration of the Cost Auditor for the financial year 2025-26 will be placed before the members for ratification/approval at the 12 ^th Annual General Meeting.

SECRETARIAL AUDITORS

The Board of Directors on the recommendations of the Audit Committee has appointed M/s. Rubina Vohra & Associates, Company Secretaries to conduct Secretarial Audit of your Company for the Financial Year 2024-25. The Secretarial Audit Report and Secretarial Compliance Report for the Financial Year ended March 31, 2025 are attached to this report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.

Further the Board of Directors on the recommendation of Audit Committee, in its meeting held on May 28, 2025 had appointed M/s Surya Gupta & Associates as Secretarial Auditors of the Company for Financial Year 2025-26.

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) 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. The Internal Complaint Committee constituted in compliance with POSH ensures a free and fair enquiry process with clear timelines for resolution.

All employees inter-alia including permanent, contractual, temporary, and 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 provisions relating to the Maternity Benefit Act 1961, during the financial year 2024-25.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has established a robust 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 organization.

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 Companys values or violations of the Code of Conduct. It reflects the Companys 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 Companys 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 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.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an effective internal control system to synchronize its business processes, operations, financial reporting, fraud control, and compliance with extent 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.

The reports on Internal Financial Controls issued by M/s. MVM Jain & Associates, Internal Auditor, did not highlight any reportable weaknesses in the Companys internal control systems. The Board of Directors, to the best of their knowledge and belief, confirm that the Company has adequate internal financial controls in place and that such controls are operating effectively, as required under Section 134(5) of the Companies Act, 2013.

INFORMATION ON DEVIATION FROM ACCOUNTING STANDARDS, IF ANY

No deviations from Accounting Standards in preparation of annual accounts for the Financial Year 2024-25.

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 2024 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 March 31, 2025, 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 March 31, 2025 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 INFORMATION

Management 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 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 para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 does not apply on companies listed on SME Exchange. Since your Company is listed on NSE Emerge (SME Exchange), therefore Corporate Governance Report do 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. The policy is available on the website of the Company at https://orianapower. com/investors/.

All contracts/ arrangement/ transactions, as defined in Section 188 of the Act, entered into by the Company during the Financial Year 2024-25 with related parties were in the ordinary course of business and on arms length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for the Financial Year 2024-25 and hence, does not form part of this report.

The materially significant Related Party Transactions with Subsidiary companies named Truere Guj SPV Private Limited and Truere Surya Private Limited were duly approved by the shareholders of the Company through Postal Ballot dated March 27, 2025.

For details on related party transactions, members may refer to the notes of the Standalone Financial Statement.

Reporting of Fraud by Statutory Auditors

The Statutory Auditors Report for the Financial Year 2024- 25 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.

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 Audit Committee of the Board of Directors inter- alia monitor and review the risk management plan and such other functions as assigned from time to time. Your Company has a robust Risk Management mechanism which identifies and evaluates business risks and opportunities. The Company recognizes that these risks needs to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks through strategic actions.

CODE OF CONDUCT

The Certificate of Managing Director and CFO 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-E to this Report.

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 2024.

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

DEVELOPMENT MADE DURING THE PERIOD AFTER CLOSURE OF FY 24-25 TILL THE DATE OF REPORT:

a. Employees Stock Option Schemes

The Company has adopted the Oriana Employees Stock Option Scheme 2025 (“Scheme”), pursuant to shareholder approval vide special resolution dated July 04, 2025 passed through Postal Ballot, with the objective of attracting, retaining, and motivating high-performing employees while aligning their interests with the long-term growth of the Company.

The Scheme provides for the grant of up to 2,03,190 stock options, representing approximately 1% of the paid-up equity share capital as on March 31, 2025. Each option entitles the holder to acquire one fully paid-up equity share of Rs.10 each at the exercise price, which has been fixed at the face value of the shares.

The options will vest over a period of 1 to 4 years in four equal tranches of 25% each, subject to the terms and conditions of the Scheme. The Scheme also extends to eligible employees of subsidiaries, associates, and group companies (excluding promoters and independent directors) and is administered by the Nomination and Remuneration Committee in compliance with SEBI (SBEB & Sweat Equity) Regulations, 2021.

The copy of Scheme is available on website of the Company at https://orianapower.com/investors/.

b. Incorporation of New Subsidiaries Companies

As part of its ongoing business expansion strategy, the Company has incorporated Eight (8) new subsidiaries after the closure of the financial year 2024-25 and up to the date of this Report, namely:

• Imperial Nature Private Limited

• Majestic Sunrise Private Limited

• Imperial Revolution Private Limited

• Nature Majestic Private Limited

• Chainwatt Private Limited

• Voltonomy Energy Private Limited

• Sunpulse Power Private Limited

• Dynospark Private Limited

Cautionary Statement: Statements in this Annual Report describing the Companys 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 Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companys 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 Companys 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	Parveen Kumar
	Managing Director	Whole-time Director
	DIN: 08003344	DIN: 08003302
Place: Noida
Date: August 28, 2025