Orient Green Power Company Ltd Management Discussions

Global Economy Overview1

The past few years have been eventful, beginning with supply-chain disruptions following the pandemic, the Russia- Ukraine war that led to a global food and energy crisis, a significant spike in inflation, and a globally coordinated tightening of monetary policy. Due to concerns of a severe recession, the global GDP is predicted to be expanded by 3.2% in CY 2023 as opposed to 3.5% in CY 2022. However, despite many dire forecasts, a global recession was avoided, the banking system proved to be mainly robust, and significant emerging market countries did not experience abrupt collapses. In the second half of 2023, the US economy and numerous significant emerging market and developing economies grew faster than anticipated. However, the same momentum was not witnessed everywhere, with notably subdued growth in the euro zone, reflecting weak consumer sentiment, soaring energy prices, and weakness in interest- rate-sensitive sectors.

Indian Economy Overview2

After recovering from the COVID-19 pandemic shock, India overtook the UK to become the fifth-largest economy in the first quarter of FY23 thanks to strong economic recovery. In contrast to the First Revised Estimates (FRE) of GDP for the year 2022-2023 of Rs. 269.50 lakh crores (US$ 3.23 trillion), the Nominal GDP, or GDP at Current Prices, for the year 20232024 is predicted to be Rs. 293.90 lakh crores (US$ 3.52 trillion). The governments ongoing emphasis on capital expenditure along with a strong domestic demand for investment and consumption are considered to be two of the main factors driving the GDP in the first half of FY24.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

Indias appeal as a destination for investments has grown stronger and more sustainable because of the current period of global unpredictability and volatility, and the record amounts of money raised by India-focused funds in 2022 are evidence of investor faith in the "Invest in India" narrative.

Indian Power Sector Overview3

India is the third-largest producer and consumer of electricity worldwide, with an installed power capacity of 429.96 GW as of January 31, 2024.

As of January 31, 2024, Indias installed renewable energy capacity (including hydro) stood at 182.05 GW, representing 42.3% of the overall installed power capacity. As of January 31, 2024, Solar energy contributed 72.31 GW, followed by 44.95 GW from wind power, 10.26 GW from biomass, 4.99 GW from small hydropower, 0.58 from waste to energy, and 46.93 GW from hydropower.

The non-hydro renewable energy capacity addition stood at 15.27 GW in FY23, up from 14.07 GW in FY22.

Indias power generation witnessed its highest growth rate in over 30 years in FY23. Power generation in India increased by 6.80% to 1,452.43 billion kilowatt-hours (kWh) as of January 2024. According to data from the Ministry of Power, Indias power consumption stood at 1,503.65 BU in April 2023.

The peak power demand in the country stood at 243.27 GW in January 2024.

Indian Power Generation Overview4

Renewable Energy Sector5

India had set a target for an installed Renewable Energy capacity of 500 GW by 2030. This was based on the commitment to achieve about 50 percent cumulative electric power installed capacity from non-fossil fuel-based energy sources by 2030, and a reduction of the Emissions Intensity of the nations GDP by 45 percent as against 2005 levels by 2030.

While assessing the position as on 28.02.2023, MNRE stated that Indias RE installed capacity stood at 168.96 GW, with 82.62 GW under implementation and 40.89 GW under tendering process. Accordingly, on 31.03.2023, MNRE issued

a Bidding Trajectory for RE projects. The bid capacity announced for FY 2023-24 was 50 GW. The bid trajectory could consist of vanilla Solar, vanilla Wind, Solar-Wind Hybrid, Round-the-Clock Renewable Energy power, etc. with or without storage, or any other combination. Further, the year- wise targeted bid capacity would be allocated among the Renewable Energy Implementing Agencies (REIAs) by the Government.

A report published in May 2024 jointly by the Institute for Energy Economics and Financial Analysis (IEEFA) and JMK Research & Analytics, states that 69.8 GW of renewable energy tenders were issued in 2023-24, far outstripping the trajectory target of 50 GW. The report also highlights that the share of hybrid renewable energy tenders increased from 16% to 43%.

Indian Wind Energy Sector6

The Government of India has invited bids for the development of off-shore wind energy of a total capacity of 4 GW. This came after the Union Finance Minister Nirmala Sitharaman announced in her Budget speech on February 1 that the government has decided to offer viability gap funding (VGF) for offshore wind projects up to 1 GW. Offshore wind power is a type of renewable energy that harnesses the winds force at sea to generate electricity. The electricity is then transmitted to the grid or onshore network through undersea cables. The advantages of off-shore wind are many. It does away with constraints of availability of land; it has higher Capacity

Utilization Function (CUF) - approaching almost 50%. Further, the efficiencies of off-shore wind turbines are higher than those of on-shore wind turbines, besides capital costs being significantly higher.

India has already emerged as a world leader in renewable energy. This step will take Indias Renewable Energy journey into another dimension

Opportunities of Wind Energy in India

• India is estimated to have renewable energy potential of 900 GW from commercially exploitable sources - Solar energy: 750 GW; Wind power : 102 GW; Bio-energy: 25 GW; and Small Hydro: 20 GW.

• The country plans to reach 450 GW of installed renewable energy capacity by 2030, with 280 GW (over 60%) expected from solar power.

• 975.60 MW of renewable energy capacity was added in January 2022.

• Around 15,000 MW of wind-solar hybrid capacity is expected to be added between 2020-25. According to a new report by GWEC and MEC Intelligence (MEC+), between 2021 and 2025, India is expected to install 20.2 GW of wind power capacity, an increase of 50% compared with the 39.2 GW wind power capacity installed in the country in 2020-21

• Development of offshore wind energy projects in Tamil Nadu & Gujarat.

The Government of India has fixed a target of 500 GW of Renewable Energy by 2030 out of which 140 GW will be from Wind. The Wind Potential in India was first estimated by National Institute of Wind Energy (NIWE) at 50m hub-height at 49 GW but according to the survey at 80m hub height, the potential grows as much as 102 GW and 302GW at 100 Meter hub height. Further a new study by NIWE at 120m height has estimated a potential 695GW. One of the major advantages of wind energy is its inherent strength to support rural employment and uplift of rural economy. Further, unlike all other sources of power, wind energy does not consume any water- which in itself will become a scarce commodity. Overall, the future of Wind Energy in India is bright as energy security and self-sufficiency is identified as the major driver.

SWOT Analysis

Strength

1. We operate in the rapidly growing renewable energy sector, which benefits from increasing demand for electricity and regulatory support.

2. We have a flexible business model that is scalable and sustainable and that enables us to deliver predictable growth from a diversified and balanced portfolio of projects.

3. We have an experienced management and operating team with relevant industry knowledge and expertise, including the ability to improve operational performance.

4. Increasing demand from C&I customers for power from Renewable sources to reduce their carbon foot print will provide us with opportunity to expand our business.

5. Long association with established track of good service with customers gives us the advantage of being the most preferred suppliers for them.

Weaknesses

1. Revenues from our business are exposed to market based electricity prices

2. Our business is seasonal in nature and is dependent on weather conditions that are unpredictable and beyond our control.

3. We rely on Original Equipment Manufacturers (OEMs) and other service providers for maintaining our windmills.

Opportunities

1. Government of India has set an ambitious target of 500 GW for renewables by 2030 and this is expected to give

ample opportunity for growing the business.

2. Increasing demand from C&I customers for power from Renewable sources to reduce their carbon foot print will provide us with opportunity to expand our business.

Threats

1. Transmission, evacuation constraints and grid back down issues

2. Changing government policies with regard to pricing, RPO obligations, incentivizing other modes of renewable energy.

3. Technological advancements in the renewable energy sector such as reduction in cost of solar & new wind power may make our plants obsolete/unviable.

4. Delays in recovery of dues from state owned distribution companies (Discoms) may result in acute working capital shortages.

5. Repowering old windmills involves significant capital expenditure.

6. The companys capital structure include significant amounts borrowed from various banks and financial institutions. Increase in the interest rates affects the profitability of the company.

Our Proposed Solar Business

To expand of our presence in the renewable energy space our company has set a target to reach an installed capacity of 1 GW by venturing into hybrid model of wind and solar capacities or both. To start with our company proposed to develop through a subsidiary, Delta Renewable Energy Private Limited a solar capacity of 39.6MW in two phases with 19.8MW developed under each phase.

Financial Performance

Revenues for the year amounted to Rs. 271 crore as against Rs. 258 crore during FY 23, higher by 5%. This marginal increase is a result of improved generation and withdrawal

from Renewable Energy Certificates (REC) scheme during the previous year, which improved the predictability of cash flows and realization of revenues.

EBITDA for the year stood at Rs. 196 Crore as against Rs. 203 Crore reported during last year, marginally lower by 3% as the other income for the current year is comparatively lower. However, Margins for the both the years remained at 70%. Further, operating EBITDA has improved by 9% for over the previous year.

Depreciation for the year amounts to Rs. 82 crores as against Rs. 83 crores previous year, lower by 1%.

Interest outgo for the year stood at Rs. 80 crore as against Rs. 108 crore, lower by 26%. The reduction is mainly attributed to timely servicing and improved ratings. During the year, over 780 crore of secured borrowings were refinanced at interest rates which were ~300 bps lower . Also, promoter loans to an extent of Rs. 170 crore were repaid from rights issue proceeds, significantly reducing the debt burden on the company.

Profit after tax for the year stood at Rs. 38 Crore as against a profit of Rs. 33 crore during last fiscal. The increase is mainly contributed by the reduction in finance costs and other expenses of the company.

Challenges

The companys revenue to the extent of Rs 21 Crores is in escrow pending the disposal of a stay granted by the Supreme Court of India on the order issued by Central Electricity Regulatory Commission (CERC) on reduction of floor price of RECs. This has been pending for over seven years.

Human Resources

Our employees are key contributors to our business success. As of March 2024, OGPL has a workforce of 129. We believe the quality and commitment level of our professionals is at par / highest amongst the power generating companies. OGPL continues to focus on key drivers of employee engagement like career growth, learning opportunities, fair performance and rewards and employee well-being by enhancing its HR processes for scale, agility and consistent employee experience.

Further, it also organizes workshops enhancing the skill sets of its employees and promoting their overall involvement. Frequent and outcome-oriented session has resulted to superior employee experience. The Company also assigns individual goals to the employees, consistent with the overall objective of the business which not only acts as a strong motivator but also contributes towards improving the overall efficiencies of the business.

Lastly, the Companys transparent working environment wherein employees can raise their concerns and opinions results in high engagement levels and lower employee turnover ratio.

Internal Controls and adequacy

The Company has independent Internal Audit team with well- established risk management processes both at the business and corporate levels. Internal Auditor submits their reports, directly to the Chairman of the Audit Committee of the Board of Directors, which ensures process independence.

The Company believes that every employee has a role to play in fostering an environment in which controls, assurance, accountability and ethical behaviour are accorded high importance. This complements the Internal Audits conducted to ensure total coverage during the year.

The overall aim of the companys internal control framework is to assure that operations are effective and well aligned with the strategic goals. The internal control framework is intended to ensure correct, reliable, complete and timely financial reporting and management information.

Managements Responsibility Statement

The management is accountable for making the Companys consolidated financial statements and related information mentioned in this annual report. It believes that these financial statements fairly reflect the form and substance of transactions, and reasonably represents the companys financial condition and results of operations in conformity with Indian Generally Accepted Accounting Principles / Indian Accounting Standards.

Safe Harbour

Some of the statements in this Annual Report that are not historical facts are forward looking statements. These forward looking statements include our financial and growth projections as well as statements concerning our plans,

strategies, intentions and beliefs concerning our business and the markets in which we operate. These statements are based on information currently available to us, and we assume no obligation to update these statements as circumstances change. There are risks and uncertainties that could cause actual events to differ materially from these forward looking statements. These risks include, but are not limited to, the level of market demand for our services, the highly competitive market for the types of services that we offer, market conditions that could affect our services, our ability to create, acquire and build new businesses and to grow our existing businesses, our ability to attract and retain qualified personnel, currency fluctuations and market fluctuations in India and elsewhere around the world, and other risks not specifically mentioned herein but those that are common to any industry.

DIRECTORS REPORT

Dear Shareholders,

Your Directors take pleasure in presenting the Seventeenth Annual Report on the business and operations of the Company along with the audited Standalone and Consolidated financial statements, for the financial year ended March 31, 2024.

Results of our Operations Rs. In Lakhs

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Sales and Other Income	2,448	3,743	28,068	29,021
Profit / (Loss) before Depreciation, Interest and Tax & Exceptional items	(363)	660	19,690	20,295
Finance Costs	170	374	8,013	10,824
Depreciation and Amortisation	1	3	8,234	8,295
Exceptional item	(35)	-	484	2,334
Profit/(Loss) before Tax	(569)	283	3,867	3,510
Less : Provision for Tax	-	-	27	-
Profit/(Loss) for the year from continuing operations	(569)	283	3,840	3,510
Profit/(Loss) from discontinued operations	-	31	-	(177)
Other Comprehensive Income	6	(19)	(12)	157
Total Comprehensive Income/(Loss) for the year	(563)	295	3,828	3,490
Non-Controlling Interest	-	-	187	74
Total Comprehensive Income/( Loss) for the year attributable to shareholders of the Company	(563)	295	3,641	3,416

Performance at Consolidated Level

Total income on consolidated basis for the year stood at Rs.28,068 lakhs as against Rs. 29,021 lakhs reported for the corresponding period last year. EBITDA for the year stood at Rs. 19,690 lakhs as against Rs. 20,295 lakhs during previous year. EBITDA margins for the year stood at 70% as against 70% for previous year. Depreciation for the year stood at Rs.8,234 lakhs as against Rs. 8,295 lakhs recognized during last year.

Interest expense for the year stood at Rs.8,013 lakhs as against Rs. 10,824 lakhs for the previous year. Profit from continuing operations for the year stood at Rs.3,867 lakhs as against Rs.3,510 lakhs reported for previous year. The discontinued operations stood at Rs.Nil as against a Loss of Rs. 177 lakhs in previous year.

Business Performance

The current fiscal is a moderate one in terms of wind availability witnessing a marginal increase in turnover. We have initiated component upgradation in certain identified windmills during the year and this exercise is expected to be completed in the next fiscal, which is expected to improve the generation in the years to come. The EBITDA for the

year is maintained at the same level for the year. However, the operating EBITDA and PBT improved by 9% and 16% for the year. Our improved credit rating and refinancing enabled us to cut the interest cost by ~25%. we have also created a Debt Service Reserve Account (DSRA) of ~Rs. 69 crore which strengthens our liquidity position. Further, we are in the process of coming out with a rights issue of about Rs. 250 crore predominantly for venturing into solar business and debt reduction.

Rights Issue

During the year, Letter of Offer dated August 10, 2023, has been filed with SEBI and Stock Exchanges and the same has been approved and on September 23, 2023, your company has allotted 23,00,00,000 Equity Shares of Rs. 10/- each to the eligible shareholders through the rights issue for an amount aggregating to Rs. 230 crores. During the year, the Company has obtained Listing and Trading approvals from the Stock Exchanges for the above said rights issue.

Further, during the year, the company proposed to issue equity shares on a rights basis to the existing eligible equity shareholders for an amount aggregating up to Rs. 250 Crores. The proceeds of the said issue are proposed to be utilized towards interalia,

• i nvest/ infuse funds in our newly incorporated wholly owned subsidiary namely Delta Renewable Energy Private Limited ("Delta") for developing the 19.8 MW Solar Power Project at Tamil Nadu (the "Phase-1 Power Project");

• Repayment/Pre-payment of unsecured loan availed by our Company from Gamma Green Power Private Limited ("GGPPL", one of the subsidiaries of our Company) & Clarion Wind Farm Private Limited ("CWFPL", one of the step-down subsidiaries of our Company);

• To lend fresh loans to GGPPL and CWFPL to facilitate them to repay/pre-pay in full or part of unsecured loans availed by them from SVL limited, one of the Corporate Promoters of our Company;

• Part payment of security deposits towards contractual lease commitments of Beta Wind Farm Private Limited ("BWFPL") one of the subsidiaries of our Company and;

• general corporate purposes.

The draft letter of offer dated May 15, 2024 duly approved by the Rights Issues Committee was filed by the company with Securities and Exchange.

Variation in utilisation of funds

During the year under review, the Company has raised funds through Rights Issue Process. The Particulars of utilisation of funds as specified in Regulation 32 of the SEBI LODR form part of the Notes to the financial statements provided in this Annual Report. There is no Variation in utilisation of funds.

At the Board meeting held on May 24, 2024, approved to vary the term of deployment of the Net Proceeds towards the Objects, as disclosed in the Letter of Offer dated August, 10, 2023 (LOF), in relation to the rights issue of the Company, from Fiscal 2023-24 to Fiscal 2024-25. A resolution seeking shareholders approval for the variation of terms forms part of the Notice.

Share Capital

During the year under review, there was no change in the authorised share capital of the Company, however the paid-up share capital of the company has been increased to Rs. 980,72,39,770 due to allotment of shares through rights issue proceeds. The Authorised share capital of your company is Rs. 1600,00,00,000 and paid up share capital of your company is Rs. 980,72,39,770.

At the Board meeting held on May 24, 2024, approved to increase authorised share capital of the Company, from the existing capital of 1600,00,00,000/- (Rupees One Thousand Six Hundred Crores) to Rs. 2500,00,00,000/- (Rupees Two Thousand Five Hundred Crores). A resolution seeking shareholders approval for increase authorised share capital forms part of the Notice.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 (the Act) read with relevant rules issued thereunder form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company and will be available to investors seeking information at any time.

Material Subsidiaries

As on March 31, 2024, the Company has 3 material subsidiaries. The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Policy, as approved by the Board, are available on our website, at https://orientgreenpower.com/ files/Policv-on-Material-Unlisted-Subsidiarv-Companv.pdf Amounts proposed to be carried to reserves

Particulars of the amounts proposed to be carried to reserves, if any have been covered as part of the financial statements of the Company.

Dividend

The Company has not declared any dividend due to inadequate profit earned by the Company during the year.

Alteration of Memorandum of Association During the year under review, the company has not altered its Memorandum and Articles of Association of the Company. Change in promoters Shareholding

During the year under review, the Promoter ie. Janati Bio Power Private Limited had been allotted 7,47,20,198 Equity Shares on September 23, 2023 through Rights Issue process also the shareholding of Janati Bio Power Private Limited had been reduced from 31,85,29,007 Equity Shares to 28,85,29,007 Equity Shares by way of invocation and sale of shares.

Particulars of Loans, Guarantees and Investments

The Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

Clarion Wind Farm Private Limited (CWFPL) a material step down subsidiary of Orient Green Power Company Limited (OGPL) got sanction from HDFC Bank Limited towards refinancing the existing term loan commitments with various

lenders amounting to Rs. 56 crores along with overdraft facilities. OGPL has extended corporate guarantee on behalf of CWFPL for Rs. 61 crores as against the earlier guarantee provided to an extent of Rs. 100 Crores.

During the year ended March 31, 2024, Gamma Green Power Private Limited (GGPL), a subsidiary of Orient Green Power Company Limited (OGPL) had got sanction of INR 22. 40 crore from City Union Bank Limited towards refinancing the existing term loan commitments with SREI Equipment Finance Limited (SREI) and certain group loan obligations. OGPL has extended corporate guarantee on behalf of GGPL for INR 22.40 crore as against the earlier guarantee provided to an extent of INR 40.00 crore.

Material changes and commitments affecting financial position between the end of the financial year and date of the report

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

Management Discussion and Analysis

The Management Discussion and Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is annexed to this Report.

Disclosure requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis Report, the Business Responsibility and Sustainability Report ("BRSR") form part of the Directors Report.

Subsidiaries and Associates

During the year under review, the company has struck off one of its Subsidiary ie. Orient Green Power (Maharashtra) Private Limited with effect from June 01, 2023.

During the year under review, the company has incorporated its Wholly Owned Subsidiary ie. Delta Renewable Energy Private Limited on November 29, 2023.

As at March 31, 2024, your Company had a total of 6 subsidiaries, 3 step down subsidiaries, the details of which are given elsewhere in the Annual Report under the relevant Sections.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

The information as required under the first proviso to subsection (3) of Section 129 is given in Form AOC-1, is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 ("Act"), financial statements of the Company, Consolidated financial statements along with the relevant documents and separate audited accounts in respect of the subsidiaries of the Companies are available in the website of the Company https://www.orientgreenpower. com/Subsidiary-Details.asp

Deposits

The Company has not accepted any deposits either from the shareholders or public and as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.

Corporate Governance

The Company has been complying with the provisions of Corporate Governance as stipulated in Regulations 24, 27 and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report on Corporate Governance along with Auditors Certificate on compliance of the Corporate Governance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forming part of this report are provided elsewhere in this Annual Report.

Internal Control System

The Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed, keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal controls system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review reports submitted by the Internal Auditor. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Companys Statutory Auditors to ascertain their views on the financial

statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company.

Risk Management

Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

Directors Responsibility Statement

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

i. I n the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, statement of Profit & Loss, statement of changes in equity and statement of cash flows of the Company for the year ended on that date;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts of the Company on a going concern basis.

v. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are reasonably adequate and

operating effectively; and

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are reasonably adequate and operating effectively.

Familiarization Program for Independent Directors

The Company has an orientation programme upon induction of new Directors as well as other initiatives to update Directors on a continuous basis. The Familiarization Programme of the Company will provide information relating to the Company, wind energy / renewable energy industry, business model of the Company, geographies in which Company operates, etc. The programme also intends to improve awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme should also provide information relating to the financial performance of the Company and budget and control process of the Company. The format of the letter of appointment is available on our website, https://orientgreenpower.com/files/Details%20 of%20Familiarisation%20Programmes%20for%20 Independent%20Directors.pdf Directors and Key Managerial Personnel

a) Directors:

Mr. T Shivaraman has been re-appointed as Managing Director & CEO of the Company at their board meeting held on May 24, 2024 as recommended by Nomination and Remuneration Committee for a further period of 5 years with effect from 30th March 2025 till 29th March 2030 for the gross remuneration of Rs. 120 lakh per annum together with certain other benefits/perquisites as detailed in the AGM Notice subject to the approval of the shareholders.

The tenure of Mr. R Ganapathi, as Independent Director of the Company has expired w.e.f. March 31, 2024 and appointed as an Additional Director w.e.f. April 01, 2024.

Mr. T Shivaraman (DIN: 01312018) and Mr. R Ganapathi (DIN: 00103623) retires by rotation and being eligible, offers themself for re-appointment in accordance with the provisions of Section 152(6) and the Articles of Association of the Company. A resolution seeking shareholders approval for the above said appointment / re-appointments forms part of the Notice.

b) Independent Directors:

The Company has received declarations from each independent directors of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

Further the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

c) Key Managerial Personnel:

There has been no change in the Key Managerial Personnel during the year except for the details as mentioned in point (a) above.

Board and Committees of the Board Board Meetings:

The Board of Directors met 7 (Seven) times in the financial year 2023-24. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Investment/Banking/Borrowing Committee

6. Corporate Social Responsibility Committee

7. Rights Issue Committee

A detailed note on the composition of the Board and its committees are provided in the Corporate Governance Report as part of this Annual Report.

Related Party Transactions and Particulars of contracts or arrangements made with related parties.

All the related party transactions that were entered into during the Financial Year 2023-24 were on an arms length basis and in the ordinary course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Management Personnel etc. which may have potential conflict with the interest of the company at large.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions was presented before the Audit Committee specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at https:// orientgreenpower.com/files/Policv-on-Related-Partv- Transactions.pdf

The details of the material contracts or arrangements

i.e. transactions with Related Parties during the year, are provided in the accompanying financial statements and also in form AOC-2 is appended as Annexure 1 to the Boards Report.

Evaluation of the Boards Performance

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance evaluation of the Board was carried out during the year under review.

Prevention of Sexual Harassment at workplace

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. There were no complaints reported during the financial year under the said policy.

Audit reports and Auditors Audit reports

1. The Auditors Report for the year 2023-2024 does not contain any qualification, reservation or adverse remark. The Auditors Report is forming part of the financial statements in this Annual Report.

2. The Secretarial Auditors Report for the year 20232024 does not contain any qualification, reservation or adverse remark except for one observation as stated in their report. The Secretarial Auditors Report is enclosed as Annexure 2 to the Boards report.

3. As required by the Listing Regulations, the auditors certificate on corporate governance is enclosed. The auditors certificate for Financial Year 2023-2024 does not contain any qualification, reservation or adverse remark.

4. The Company is in compliance with Regulation 24A of the Listing Regulations. The Companys unlisted material subsidiaries are subject to Secretarial Audit. Secretarial Audit Reports of Beta Wind Farm Private Limited, Bharath Wind Farm Limited and Clarion Wind Farm Private Limited are enclosed as Annexure 3, 4 & 5 respectively.

Auditors

Statutory Auditor

M/s. G.D.Apte & Co, Chartered Accountants (Firm Registration No. 100515W) had been appointed as Statutory Auditors of the Company as per Section 139 of the Companies Act, 2013 for a period of 5 years from the conclusion of Tenth Annual General Meeting till the conclusion of Fifteenth Annual General Meeting, by the members at the Annual General Meeting held on August 09, 2017.

Further, the members at the Annual General Meeting held on 30th June 2022, re-appointed M/s. G.D.Apte & Co, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the Fifteenth Annual General Meeting till the conclusion of the Twentieth Annual General Meeting to be held in the year 2027.

Internal Auditor

Mr. T Bakeerathan conveyed his intent to resign due to professional pre-occupation. The Board of Directors have considered and approved the appointment of M/s. Sundar Srini & Sridhar, an independent Chartered Accountant firm as Internal Auditor of the Company, with effect from November 01, 2023.

The Internal Auditor evaluating the adequacy of internal controls and concurrently reviews majority of the transactions in value terms.

Independence of the Internal Auditor and compliance is ensured by the direct reporting to the Audit Committee of the Board.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. M Alagar & Associates, Practicing Company Secretary, CP No. 8196 were appointed as Secretarial Auditors for the financial year 2023-24, to audit the secretarial and related documents of the Company.

Secretarial Auditors observation and reply:

The observation has been provided in the Secretarial Auditors Report that "unless a special resolution is passed under Regulation 17(1 A) of SEBI LODR, the directorship of Mr. Rangaswamy Sundararajan, Non-executive Director who has attained the age of seventy-five years could not be continued".

In this regard, we wish to clarify that the Board of Directors of Orient Green Power Company Limited at their meeting held on November 02, 2022 have decided unanimously that no Board members shall continue to be on the Board of the

Company after attaining 75 years of age. Mr. R Sundararajan, had attained the age of 75 years on April 28, 2023. Due to the fact that he was overseas due to his only sons bereavement, we could not reach him. Mr. R Sundararajan, resigned from the Board w.e.f. July 04, 2023 in view of the above decision of the Board and the same was communicated to the Company on the same day. The necessary intimation as required under regulation 30 of SEBI LODR were sent to both the Stock Exchanges on July 05, 2023. Subsequently we have received notices of fines/penalty from both the stock exchanges w.r.t non-compliance of Regulation 17(1A) of SEBI LODR.

Our Company has filed a Request for waiver of Fines as per SEBI circular dated January 22, 2020 and the said application is pending before the waiver committee of the Stock Exchanges as on the date of this report.

Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled as "Code of Conduct to regulate, Monitor and Report trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

The policy provides the framework in dealing with securities of the Company. Details of the policy are available on our website, at https://orientgreenpower.com/files/Code- of-Conduct-to-Regulate-Monitor-and Report-Trading-by- Insiders.pdf to regulate, Monitor and Report trading by Insiders.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rule 2014, is appended as Annexure- 6 to the Boards report.

Particulars of Employees

The Information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure- 7 to the Boards report.

The Information as required under Rule 5(1) & Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in an annexure forming part of this Annual report. In terms of the first provision to Section 136 of the Act, the report and accounts are being sent to members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said annexure are related to any directors of the Company.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Annual Returns

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return of the Company is available on our website at https://www.orientgreenpower.com/Annual- Return.asp

Board Policies

The details of the major policies approved and adopted by the Board as per SEBI Regulations are as follows:

Whistle Blower Policy (Policy on Vigil Mechanism)

The company has adopted a whistle blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the companys code of conduct and ethics. Details of the policy are available on our website, at https://www. orientgreenpower.com/files/Whistle-Blower-Policv.pdf

Policy for Determining Materiality for Disclosures

The policy applies to disclosures of material events affecting the Company and its subsidiaries. Details of the policy are available on our website, at https://www.orientgreenpower. com/files/policy-on-criteria-for-determining-materiality- of-events.pdf for Determining Materiality of Events.

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of the director (Executive/ non-executive) and also the criteria for determining the remunerations of the Directors, Key Managerial Personnel, Senior Management. Details of the policy are available on our website, at https://www.orientgreenpower.com/files/ Nomination-Remuneration-Policy.pdf

Corporate Social Responsibility Policy

The policy outlines the companys strategy to bring about a positive impact on society through programs relating to hunger, poverty, education, healthcare, environment and lower its resource footprint. Details of the CSR policy are

available on our website, at https://www.orientgreenpower. com/files/Policy-on-CSR.pdf

Policy on Material Subsidiaries

The policy is used to determine the material subsidiaries of the company. Details of the policy are available on our website, at https://www.orientgreenpower.com/files/ Policy-on-Material-U nlisted-Subsidiary-Company.pdf

Board Diversity Policy

The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. Details of the policy are available on our website, at https:// www.orientgreenpower.com/files/policy-on-board- diversity.pdf

Related Party Transactions Policy

The policy regulates all transactions between the company and its related parties. Details of the policy are available on our website, at https://www.orientgreenpower.com/files/ Policy-on-Related-Party-Transactions.pdf

Documents Retention and Archival Policy

The policy deals with the retentions and archival of corporate records of the Company and all its subsidiaries. Details of the policy are available on our website, at https://www. orientgreenpower.com/files/archival-policy.pdf

Risk Management Policy

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Details of policy on Risk management is available on the website of the Company at https://www.orientgreenpower.com/files/ Risk-Management-Policy.pdf

Dividend Distribution Policy

Policy is to set out guidelines as to return to the shareholders that cash, which in the opinion of the board, is in excess to the short and medium term cash requirements and facilitate the process of dividend recommendation or declaration and its pay-out by the company which would ensure a regular dividend income for the shareholders and long term capital appreciation for all stakeholders of the company. Details of the Policy are available on our website at https ://www. orientgreenpower.com/files/Dividend-Distribution-Policy. pdf

Succession Planning

The Nomination and Remuneration Committee of the Board (NRC) oversees matters relating to succession planning of Directors, Senior Management and other Key Executives of the Company.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), any Application money received by the company for allotment of securities and due for refund shall be transferred to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the amounts which have not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the IEPF account created by the IEPF Authority. Accordingly, on 5th October 2017 unclaimed Share Application money amounting to Rs. 16,750 has been transferred to IEPF account as per the requirements of the IEPF rules.

Business Responsibility and Sustainability Report (BRSR)

As per SEBI Listing Regulations, for the financial year 2023-24 as per Market Capitalization criteria, our Business Responsibility and Sustainability Report forms part of this Annual Report.

Cyber Security

To mitigate the risk associated with the Cyber Security, the Company has formulated and implemented Cyber Security policy. To avoid security breach, the company has in place access protocols, secured Virtual Private Network (VPN) and firewalls.

Credit Rating

During the year under review, the Company has withdrawn the credit rating assigned to the company, since the company has fully paid its entire banking facilities.

During the year under review, three of our operating subsidiaries in India having banking facilities, out of which two were awarded "BB+" and one subsidiary awarded "BB-" rating by rating agencies.

Disclosure requirements

• The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India

• Neither the statutory auditors nor the secretarial auditor, internal auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors; and

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise

Green Initiative

Electronic copy of the Annual Report for FY 2023 - 2024 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys Registrar and Share Transfer Agent. With reference to the MCA General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020 and MCA circular No. 11/2022 dated December 28, 2022, read with the Securities and Exchange Board of India Circular No. SEBIHO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Companies have been dispensed with the printing and dispatch of the Annual Report to the Shareholders. Hence the annual Report of the Company for the FY 2023 - 2024 will be sent throught email to the Shareholders.

Shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Cameo Corporate Services Limited, Companys Registrar and Share Transfer Agent, by sending KYC updation forms duly signed by the shareholders with required details.

Appreciation

Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the Companys performance.

Your Directors also thank the Government of India, Government of various States in India and concerned Government Departments for their co-operation.