Orient Green Power Company Ltd Directors Report

Dear Shareholders,

Your Directors take pleasure in presenting the Eighteenth 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, 2025

Results of our Operations Rs. in Lakhs

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Sales and Other Income	3,751	2,448	28,302	26,918
Profit / (Loss) before Depreciation, Interest and Tax & Exceptional items	847	(363)	18,897	18,484
Finance Costs	-	170	7,218	8,013
Depreciation and Amortisation	1	1	8,364	8,234
Exceptional item	-	(35)	305	1,630
Profit/(Loss) before Tax	846	(569)	3,620	3,867
Less : Tax Expenses	-	-	124	27
Profit/(Loss) after tax for the year from continuing operations	846	(569)	3,496	3,840
Profit/(Loss) after tax from discontinued operations	(3,000)	-	705	-
Profit/ (Loss) for the year	(2,154)	(569)	4,201	3,840
Other Comprehensive Income	(4)	6	144	(12)
Total Comprehensive Income/(Loss) for the year	(2,158)	(563)	4,345	3,828
Non-Controlling Interest	-	-	320	187
Total Comprehensive Income/(Loss) for the year attributable to shareholders of the Company	(2,158)	(563)	4,025	3,641

Business Performance

Total income on consolidated basis for the year stood at Rs.28,302 lakhs as against Rs. 26,918 lakhs reported previous year. EBITDA for the year stood at Rs. 18,897 lakhs as against Rs. 18,484 lakhs during previous year. EBITDA margins for the year stood at 67% as against 69% for previous year. Profit before exceptional items for the financial year rose by 48%. Depreciation for the year stood at Rs.8,364 lakhs as against Rs. 8,234 lakhs recognized during last year.

Interest expense for the year stood at Rs.7,218 lakhs as against Rs. 8,013 lakhs for the previous year. Profit from continuing operations for the year stood at Rs.3,620 lakhs as against Rs.3,867 lakhs reported for previous year. The discontinued operations stood at a profit of Rs.705 as against Nil in previous year. The current fiscal is a moderate one in terms of wind availability witnessing a marginal increase in turnover. Component upgradation for certain identified windmills initiated in the previous year is expected to be completed in the next fiscal, which is expected to improve the generation in the years to come. Prompt servicing in debt repayment led to improved ratings and refinancing enabling us to cut the interest expenses by ~25%. The Debt Service

Reserve Account (DSRA) of ~Rs. 69 crore created to meet the covenants further strengthens our liquidity position.

Considering the evolving trends in the solar market, the capacity proposed to be developed through the rights issue proceeds was revised to 25 MW AC from the 19.8MW AC as per the letter of offer without increase in the project outlay.

Rights Issue

During the previous 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 and a share premium of Nil per Equity share to the eligible shareholders through the rights issue for an amount aggregating to Rs. 230 crores. The entire proceeds from the rights issue were initially proposed to be utilized during the financial year 2023-24. However, an amount of Rs. 20.33 crores remained unutilized as of the end of the previous year. During the year, the shareholders approved an extension for the deployment of these funds, and the entire amount has been fully utilized as at March 2025.

Further, during the year, Letter of Offer dated August 6, 2024, has been filed with SEBI and Stock Exchanges and the same has been approved and on September 20, 2024, your company has allotted 19,23,07,692 Equity Shares of face value of Rs. 10/- each and a share premium of Rs. 3/- per Equity share to the eligible shareholders through the rights issue for an amount aggregating to Rs. 250 crores. Till March 31, 2025, the company utilized Rs. 106.53 crores towards the objects of the issue and issue expenses. Pending utilization, Rs. 143.47 crores are placed in the fixed deposits with banks.

Variation in utilisation of funds

During the year, the Company completed the utilization of funds raised through Rights Issue in the previous year. Further the company has also raised Rs. 250 crore through a Rights Issue during the year and the utilization of the proceeds are in progress. 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 has been no Variation in utilisation of these funds.

Share Capital

a) Authorized share capital

During the year, the authorised share capital of the Company was increased from existing Rs. 16,00,00,00,000/- (Rupees One Thousand Six Hundred Crores) to Rs. 25,00,00,00,000/- (Rupees Two Thousand Five Hundred Crores) as approved by the shareholders at the 17^th Annual General Meeting of the Company held on June 28, 2024.

b) Paid-up share capital

During the year, the Company has allotted 19,23,07,692 Equity Shares of face value of Rs. 10/- each and a share premium of Rs. 3/- per Equity share to the eligible shareholders through the rights issue for an amount aggregating to Rs. 250 crores. At the end of the current financial year, the paid-up share capital of the company stood at Rs. 11,73,03,16,690/- consisting of 1,17,30,31,669 fully paid-up equity shares of Rs. 10/- each.

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. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (https://www.orientgreenpower.com).

Material Subsidiaries

As on March 31, 2025, 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://www.orientgreenpower.com/files/Policv-on- Material-Unlisted-Subsidiary-Company.pdf

Pursuant to Section 134 of the Act read with rules made thereunder, the details of highlights of the performance of the subsidiaries and their contribution to the overall performance of your Company during the period are given elsewhere in the Annual Report under.

Transfer to Reserves

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was Rs. (843 crore).

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, the company vide approval of shareholders at the 17^th Annual General Meeting held on June 28, 2024, your Company have altered Clause V of Memorandum and Articles of Association for increase in authorised share capital of the company from existing Rs. 16,00,00,00,000/- (Rupees One Thousand Six Hundred Crores) to Rs. 25,00,00,00,000/- (Rupees Two Thousand Five Hundred Crores).

Change in promoters Shareholding

During the year under review, during September 2024, the Promoter ie. Janati Bio Power Private Limited (JBPL) had been allotted 2,69,23,077 Equity Shares on September 20, 2024 through Rights Issue process. During October 2024, 2,95,00,000 Equity Shares of the Company has been pledged

by one of the promoters, M/s. Janati Bio Power Private Limited (JBPL) for a loan taken by JBPL, were invoked by the lender. Considering the part subscription to the aforementioned rights issue and the said invocation, the shareholding of JBPL in the company has come down from 29.42% as at March 31,2024 to 24.38% as at March 31, 2025.

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.

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, Joint Ventures and Associates

As at March 31, 2025, your Company had a total of 6 subsidiaries, 3 step down subsidiaries, the details of the Subsidiaries are as follows:

S. No.	Name of the holding / subsidiary / associate companies / joint ventures	Indicate whether holding/ Subsidiary/ Associate/ Joint Venture	% of shares held by listed entity
1.	Beta Wind Farm Private Limited	Subsidiary	74%
2.	Gamma Green Power Private Limited	Subsidiary	73%
3.	Bharath Wind Farm Limited	Wholly Owned Subsidiary	100%
4.	Orient Green Power Europe B.V.	Wholly Owned Subsidiary	100%
5.	Amrit Environmental Technologies Private Limited	Subsidiary	74%
6.	Delta Renewable Energy Private Limited	Wholly Owned Subsidiary	100%

 

S. No.	Name of the holding / subsidiary / associate companies / joint ventures	Indicate whether holding/ Subsidiary/ Associate/ Joint Venture	% of shares held by listed entity
7.	Clarion Wind Farm Private Limited	Step Down Subsidiary	72%
8.	VjetroElektranaCrnoBrdo d.o.o. Croatia	Step Down Subsidiary	51%
9.	Orient Green Power Doo, Republic of Macedonia Macedonia	Step Down Subsidiary	64%

During the year our company settled entire dues of Rs. 3,000 lakhs agreed as per the One Time Settlement (OTS) in connection with the default on loan availed by one of the subsidiaries, viz, Amrit Environmental Technologies Private Limited (AETPL), from the IL&FS Financial Services Limited (IL&FS).

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/Subsidiarv-Details.asp

Deposits

During the fiscal year under review, our Company has neither invited nor accepted any deposits from the public, in accordance with Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

Corporate Governance

The Company has been complying with the provisions of Corporate Governance as stipulated in Regulations 24, 27, 34 read with Schedule V and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report on Corporate Governance along with 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, 2025, 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, 2025, 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.

Details of the familiarisation programmes imparted to the Independent Directors are available on the website of the Company at: https://www.orientgreenpower.com/files/Details- of-Familiarisation-Programmes-for-Independent-Directors.pdf

Directors and Key Managerial Personnel a) Directors:

During the financial year under review, there were changes in the designation of directors as outlined below. Aside from this, there were no appointments or resignations of Directors or Key Managerial Personnel during the financial year.

1. The tenure of Mr. R Ganapathi (DIN: 00103623), as Independent Director of the Company has expired w.e.f. March 31, 2024 and he has been appointed as an Non-Independent Non-Executive Director of the Company w.e.f. April 01, 2024 and the same has been approved by the Shareholders at the 17th Annual General Meeting held on June 28, 2024.

2. Mr. Panchapakesan Krishna Kumar (DIN: 01717373) has been re-designated as Non-Executive, Independent Director of the Company at the board meeting held on April 30, 2025 as recommended by Nomination and Remuneration Committee for a period of 5 years with effect from May 01, 2025, subject to the approval of shareholders of the Company.

3. Mr. Kodumudi Sambamurthi Sripathi (DIN: 02388109) has been re-appointed as a Chairman, Non-Executive & Independent Director of the Company at the board meeting held on April 30, 2025 as recommended by Nomination and Remuneration Committee for second term of 5 years with effect from November 03, 2025, subject to the approval of shareholders of the Company. A resolution seeking shareholders approval for the above said appointment/ re-appointments forms part of the Notice.

4. Mr. T Shivaraman (DIN: 01312018), Managing Director & CEO retired by rotation and was re-appointed as a Director in the 17^th Annual General Meeting held on June 28, 2024.

5. Mr. R Ganapathi (DIN: 00103623), Director retired by rotation and was re-appointed as a director in the 17^th Annual General Meeting held on June 28, 2024.

In line with Section 152 of the Companies Act, the Companies (Management & Administration) Rules, 2014, 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.

Declaration of Independence

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that the Independent Directors of the Company continues to meet the criteria of their Independence laid down in Section 149(6) including the confirmations that their names have been included in the Data Bank maintained by the Indian Institute of Corporate Affairs (IICA) and these declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body and None of the Directors of the Company are disqualified from being appointed as Directors under Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act.

b) Key Managerial Personnel:

As of the date of this report, the Key Managerial Personnel of the Company, in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, include:

a. Mr. T Shivaraman, as Whole Time Director &

Chief Executive Officer;

b. Ms. J Kotteswari as Chief Financial Officer;

c. Ms. M Kirithika as Company Secretary & Compliance Officer

Board and Committees of the Board

Board Meetings:

The Board of Directors met 5 (Five) times in the financial year 2024-25. 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 2024-25 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.

The Audit Committee has reviewed all the Related Party Transactions. 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- Party-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 Section 178 and Schedule IV of the Companies Act, 2013, as well as the SEBI (LODR) Regulations, 2015 a thorough annual performance evaluation has been

conducted for the Board, its various committees, and individual directors, including the Chairman, Managing Director & CEO, Non-Executive Directors and Independent Directors. This evaluation was executed by the Nomination and Remuneration Committee.

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.

The Company has constituted Internal Complaints Committee (ICC) to consider and resolve all sexual harassment complaints. The Constitution of ICC is as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of number of complaints filed and resolved during the Financial Year is as follows:

Number of complaints filed during the FY	Nil
Number of complaints disposed of during the FY	Nil
Number of complaints pending as on the end of the FY	Nil

Audit reports and Auditors Audit reports

1. The Auditors Report for the year 2024-2025 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 2024-2025 does not contain any qualification, reservation or adverse remark. 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 2024-2025 does not contain any qualification, reservation or adverse remark.

4. The Company is in compliance with Regulation 24A of the Listing Regulations. Annual Secretarial Compliance report of the company annexed with the report. 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 30^th 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

Internal Audit of the company is handled by M/s. Sundar Srini & Sridhar, an independent Chartered Accountant firm, for evaluating the adequacy of internal controls and concurrently reviews majority of the transactions in value terms.

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

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with 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 2024-25, to audit the secretarial and related documents of the Company.

M/s. M Alagar & Associates, Peer reviewed Practicing Company Secretary, Registration No: P2011TN078800 are proposed to be appointed as Secretarial Auditors of the Company, as per Regulation 24A of SEBI LODR for a period of 5 years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders of the Company. A resolution seeking shareholders approval for the above said appointment forms part of the Notice.

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://www.orientgreenpower.com/files/ Code-of-Conduct-to-Regulate-Monitor-and-Report- Trading-bv-Insiders.pdf to regulate, Monitor and Report trading by Insiders.

As part of its compliance with SEBIs regulations, the Company maintains a Structural Digital Database (SDD) to effectively track and monitor the sharing of UPSI. This system ensures that all necessary entries are made to safeguard the confidentiality of sensitive information.

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 (3) and Section 134 (3) (a) of the Companies Act 2013together with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return (MGT - 7) of the Company as of March 31, 2025, 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)

In accordance with Section 177 (9) and (10) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI

(LODR) Regulations, 2015, 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- Policy.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/policv-on-criteria-for-determining-materialitv- 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

Annual Report on CSR Activities

As per Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company doesnt fall under the threshold for the financial year ended March 31, 2025, and hence this report on CSR is not applicable.

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.

Business Responsibility and Sustainability Report (BRSR)

As per SEBI Listing Regulations, for the financial year 2024-25 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 not rated with any credit rating. However, all our operating subsidiaries having banking facilities were rated "BBB-" by rating agencies.

Disclosure requirements

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

• There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

• There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under review.

• The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section

148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.

Green Initiative

Electronic copy of the Annual Report for FY 2024- 2025 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 Ministry of Corporate Affairs vide its Circular No.09/2024 dated September 19, 2024 read with Circular No.09/2023 dated September 25, 2023 read with Circular No.10/2022 dated December 28, 2022 read with Circular No. 02/2022 dated May 05, 2022 read with Circular No. 21/2021 dated December 14, 2021 read with Circular No. 02/2021 dated January 13, 2021 read with Circular No. 20/2020 dated May 05, 2020, Circular No.14/2020 dated April 8, 2020 read with Circular No.17/2020 dated April 13, 2020 Circulars”) respectively and Securities and Exchange Board of India Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 03, 2024 (hereinafter collectively referred to as "the Circulars”),, 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 2024- 2025 will be sent through 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.

For and on behalf of the Board of Directors

	T Shivaraman	R Ganapathi
Chennai	Managing Director & CEO	Director
April 30, 2025	DIN: 01312018	DIN: 00103623