Oriana Power Ltd Directors Report

SHARE CAPITAL

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

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

DEBENTURES

CREDIT RATING

During the year under review, your Companys rating has been upgraded to "Crisil A-/Stable" from existing rating "Crisil BBB+/Stable" for long term credit facilities.

For the short-term credit facilities, your Companys rating has upgraded to "Crisil A2+" from existing rating "Crisil A2".

HOLDING COMPANY

The Company doesnt have Holding Company.

SUBSIDIARIES AND ASSOCIATES COMPANY

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

BOARD AND COMMITTEE MEETINGS Board Meetings:

The Board meets regularly to deliberate and decide on the 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.

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

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

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

Committee Meetings:

The Board Committees play a crucial role in enhancing the 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 placed before the Board for its information and consideration. To support effective participation, video and tele-conferencing facilities made available to Committee Members.

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

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

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

B. Nomination and Remuneration Committee (NRC):

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

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

C. Stakeholders Relationship Committee (SRC): The

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

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

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

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

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

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

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

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

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

4. NRC Shall meet at least once a year.

5. Chairperson of the NRC shall be an Independent Director

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

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.

STATUTORY AUDITORS AND AUDIT REPORTS

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

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

COST AUDIT & COST RECORDS

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

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

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

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

SECRETARIAL AUDITORS

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

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

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

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

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

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

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

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

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

CODE FOR PREVENTION OF INSIDERTRADING

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

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

INTERNAL FINANCIAL CONTROLS

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

INFORMATION ON DEVIATION FROM ACCOUNTING STANDARDS, IF ANY.

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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 Regulations the compliance with the Corporate Governance provision as specified in Regulation 17 to 22 and 24 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations does not apply on companies listed on SME Exchange. Since your Company is listed on NSE Emerge (SME Exchange), therefore Corporate Governance Report does not form part of this Annual Report.

Annual Return

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

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

Secretarial Standards

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

Significant and Material Orders passed by Regulators or Courts or Tribunals

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

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

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

RISK MANAGEMENT

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

CODE OF CONDUCT

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

EMPLOYEES STOCK OPTION SCHEMES

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

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

A certificate from Secretarial Auditor of the Company

DISCLOSURES UNDER SCHEDULE V OF THE LISTING REGULATIONS:

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

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

GENERAL:

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

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

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

3. Issue of Sweat Equity Shares.

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

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

a. Incorporation of New Subsidiaries Companies

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

• Coregrid Projects Private Limited

• Evercore Projects Private Limited

• Poweraxis Services Private Limited

• Novagrid Energy Private Limited

• Blueplanet Energy Private Limited

• Truere Suryagrid Energy Private Limited

• Truere Prithvi Renewables Private Limited

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

• Solaredge Energy Private Limited

• Solartech Energy Private Limited

• Futurebess Storage Private Limited

• Besscore Storage Private Limited

• Ecohydrogen Private Limited

• Hydrogen Solutions Private Limited

b. Sub-division / Split of Equity Shares

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

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

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

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

CAUTIONARY STATEMENT

Statements in the Annual Report describing the 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 organisational 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.