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

FINANCIAL PERFORMANCE

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

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

STATE OF THE COMPANY'S AFFAIRS

The highlights of the Company’s performance during the
financial year 2024-25 are as under:

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

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

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

FY 2024-25 was a landmark year for Oriana Power Limited,
marked by strong operational performance, strategic
expansion, and significant progress towards becoming
an integrated clean energy platform. The Company
successfully delivered over 200 MW of solar capacity
during the year, taking the cumulative installed base to
400 MW, with an additional 550 MW under execution.

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

Petroleum Corporation Limited, and Maharashtra State
Electricity Distribution Company.

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

The Company signed MoUs worth over ^15,500 Crore
with state governments to develop large-scale solar,
BESS, and hydrogen projects.

DEPOSITS

Your Company has not accepted any deposits from the
public during the year under review, falling within the
ambit of Section 73 of the Companies Act, 2013 (“Act”)
and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review, the Company
initiated business activities into Green Hydrogen and
Battery Energy Storage Systems (BESS), complementing
its existing renewable energy portfolio. This diversification
aligns with the Company’s long-term strategic objectives
of delivering integrated clean energy solutions and
enhancing its competitive positioning in emerging
energy technologies.

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

DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY

Your Directors have not recommended any dividend on
equity shares for the year under review in order to conserve
the resources for the future growth of the Company.

CREDIT RATING

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

HOLDING COMPANY

The Company does not have a Holding Company.

SUBSIDIARIES AND ASSOCIATES COMPANY

As on March 31, 2025, your Company had Fifty-Three (53)
Subsidiary Company and Five (5) Associate Company.
The details are given in Form AOC-1 annexed to the
Consolidated Financial Statements. During the year
under review, the Company has incorporated Twenty-
One (21) new subsidiary companies.

In compliance with the provisions of Section 129 of the
Act and the SEBI Listing Regulations, the Consolidated
Financial Statements of the Company were prepared in
accordance with the applicable Accounting Standards
(“AS”) and form part of the Annual Report. A statement

The Company has in place a Dividend Distribution
Policy in terms of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 [“SEBI
Listing Regulations”] and the same is available on the
website of the Company i.e. https://orianapower.com/

SHARE CAPITAL

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

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

containing the salient features of the financial statements
of the Subsidiaries of the Company (including their
performance and financial position) in Form AOC-1,
as required under the Companies (Accounts) Rules,
2014, as amended, also forms part of the Consolidated
Financial Statement.

Pursuant to the provisions of Section 136 of the Act,
Audited Financial Statements of the Company, including
Consolidated Financial Statements, other documents
required to be attached thereto and Audited Financial
Statements of each of the subsidiaries, are available on
the website of the Company and may be accessed at
https://orianapower.com/. Audited Financial Statements
of the aforesaid subsidiary companies are also kept open
for inspection by the Members at the Corporate Office
of the Company on all working days up to the date of
AGM i.e. September 28, 2025 between 11:00 A.M. to
2:00 P.M. as required under Section 136 of the Act. Any
Member desirous of obtaining a copy of the said Financial
Statements may write to the Company at its Registered
Office or Corporate Office.

In compliance with the provisions of Section 152 of the
Act and in terms of the Articles of Association of the
Company, Mr. Rupal Gupta (DIN: 08003344) , Managing
Director, is liable to retire by rotation at the ensuing
AGM and being eligible, have offered himselves for re¬
appointment. The resolution seeking members’ approval
for their re-appointment form part of the AGM Notice.
The Board of Directors, on the recommendation of
Nomination and Remuneration Committee, recommends
his re-appointment.

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

Further, Post Financial year 2024-25, the Board of
Directors in its meeting held on May 28, 2025 appointed
Mr. Anirudh Saraswat and Mr. Parveen Kumar as Whole¬
time Directors of the Company for the period of three (3)
years w.e.f. May 28, 2025. Such appointments were also
approved by the Members of the Company vide their
Special Resolution dated July 04, 2024 passed through
Postal Ballot.

The company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed both
under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI (LODR) Regulations and are in compliance with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014. Further, the Independent
Directors have also confirmed that they are not aware
of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their
ability to discharge their duties as Independent Directors
of the Company.

The Independent Directors have been updated with
their roles, rights and responsibilities in the Company
by specifying them in their appointment letter along
with necessary documents, reports and internal policies
to enable them to familiarize with the Company’s
procedures and practices. The Company endeavors,
through presentations at regular intervals to familiarize
the Independent Directors with the strategy, operations
and functioning of the Company. The details of such
familiarization programs for Independent Directors
are posted on the website of the Company and can be
accessed at https://orianapower.com.

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

KEY MANAGERIAL PERSONNEL

During the Financial Year 2024-25, Mr. Rupal Gupta,
Managing Director, Ms. Tanvi Singh, Company Secretary
& Compliance Officer and Mr. Shivam Aggarwal, Chief
Financial Officer, continued to be the Key Managerial
Personnel of your Company in accordance with the
provisions of Section 203 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

BOARD AND COMMITTEE MEETINGS
Board Meetings:

The Board meets regularly to deliberate and decide on
the Company’s business matters, policies, and strategies.
The Board meetings were convened, as and when
required to discuss and decide on various business.
The Board is updated on the discussions held at the
Committee meetings and the recommendations made
by various Committees.

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

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

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

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

Committee Meetings:

The Board Committees play a crucial role in enhancing
the Company’s Corporate Governance framework. To
ensure focused attention on specific areas and facilitate
timely decision-making, the Board has constituted
various Committees with appropriate delegation of
authority. Each Committee operates under defined
terms of reference, outlining its purpose, scope, and
responsibilities. The minutes of all Committee meetings
are circulated to the Board for its information and
consideration. To support effective participation, video
and tele-conferencing facilities are made available to
Committee Members. Committees may also invite
external participants to attend meetings, whenever
deemed necessary.

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

A. Audit Committee: The Audit Committee was
constituted in line with the provisions of Section 177
of the Companies Act, 2013 read with Companies
(Meetings of Board and its Powers) Rules, 2014. As
on March 31, 2025, the Audit Committee comprises
the following members:

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

B. Nomination and Remuneration Committee (NRC):

The NRC was constituted in line with the provisions
of Section 178 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules,
2014. As on March 31, 2025, the NRC comprises the
following members:

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

SHAREHOLDERS MEETING:

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

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

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

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

Independent Directors of the Company met separately
on March 31, 2025, without the presence of Non¬
Independent Directors and members of Management.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the
Act and Rules made thereunder, the Board has carried
out the annual performance evaluation of the Directors
individually including the Independent Directors
(wherein the concerned Director being evaluated did
not participate), Board as a whole and Committees of the
Board of Directors.

Further, to comply with Schedule IV of the Companies
Act 2013, Independent Directors also evaluated the
performance of Non-Independent Directors and Board as
a whole at a separate meeting of Independent Directors.

The Board of Directors of the Company ensures formation
and monitoring of robust evaluation framework of
the Individual Directors, Board as a whole and various
Committees thereof and carries out the evaluation of
the Board, the Committees of the Board and Individual
Directors on an annual basis. A structured questionnaire
is prepared and circulated to the Directors for each of
the evaluations. Board Evaluation for the Financial Year
ended March 31, 2025 has been completed by the
Company internally which included the evaluation of the
performance of the Board as a whole, Board Committees
and Directors individually and results of the same were
shared with the Board.

REMUNERATION POLICY

Your Company has in place Remuneration Policy for
Directors, Key Managerial Personnel (KMP) and Senior
Management of the Company in terms of the provisions
of Section 178 of the Act read with Rules made

thereunder. The Policy is available on the website of the
Company i.e. https://orianapower.com/investors/. The
Policy includes, inter-alia, the criteria for appointment and
remuneration of Directors, KMPs, Senior Management
and other employees of the Company. Salient features
of Policy include:

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

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

3. NRC Shall meet at least once a year.

4. Chairperson of the NRC shall be an
Independent Director

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

REMUNERATION OF DIRECTORS,

KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board’s
Report pursuant to Section 197 of the Act read with Rule
5 (1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is attached to this
report as Annexure - A.

A statement containing particulars of top 10 employees
and particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and (3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this report. However,
in terms of Section 136(1) of the Act, the Annual Report
is being sent to the Members, excluding the aforesaid
Annexure. The said Statement is also open for inspection.
Any Member interested in obtaining a copy of the same
may write to the Company Secretary at cs@orianapower.
com. None of the employees listed in the said Annexure
are related to any Director of the Company.

STATUTORY AUDITORS AND AUDIT REPORTS

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

The Statutory Auditors’ Report for the Financial Year
2024-25 does not contain any qualification, reservation
or adverse remark and forms part of the Annual Report.
The Statutory Auditors have not reported any fraud under
Section 143(12) of the Act. The Notes on Audited Financial

Statements (including the Consolidated Financial
Statements) referred to in the Auditors’ Reports are self¬
explanatory and do not call for any further comments.

COST AUDIT & COST RECORDS

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

During the year under review, in accordance with Section
148 of the Companies Act, 2013 and rules framed
thereunder, the Board of Directors in its meeting held
on May 18, 2024 had appointed M/s. Kailash Kumar Jha
& Co., Cost Accountants, (Firm Registration No.103316),
as Cost Auditors of the Company for the financial year
2024-25 to audit the cost records for the financial year
ended March 31, 2025. The Cost Auditor conducts audit
of cost records of the Company and reports to the Audit
Committee and Board from time to time.

The Cost Audit Report for the year ending March 31,
2025, does not contain any qualification, reservation and
adverse remarks.

Further, the Board of Directors on the recommendation
of the Audit Committee had re-appointed M/s. Kailash
Kumar Jha & Co., Cost Accountants, (Firm Registration
No. 103316), as Cost Auditors of the Company for the
financial year 2025-26 to conduct the audit for the
financial year ending March 31, 2026. The necessary
resolution for ratification of remuneration of the Cost
Auditor for the financial year 2025-26 will be placed
before the members for ratification/approval at the 12 ^th
Annual General Meeting.

SECRETARIAL AUDITORS

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

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

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

The Company continues to follow a robust anti-sexual
harassment policy on ‘Prevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplace’
in accordance with The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,

2013 (‘POSH’) and Rules made thereunder. Internal
Complaints Committee has been set-up to redress
complaints received regarding sexual harassment at
various workplaces in accordance with POSH. The Internal
Complaint Committee constituted in compliance with
POSH ensures a free and fair enquiry process with clear
timelines for resolution.

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

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

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

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

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

Further the company had complied with the provisions
relating to the Maternity Benefit Act 1961, during the
financial year 2024-25.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

Pursuant to the provisions of Section 177 of the
Companies Act, 2013, the Company has established a
robust Vigil Mechanism (Whistle Blower Policy) to provide
Directors and Employees with a secure platform to report
any concerns regarding unethical practices, misconduct,
or any other irregularities within the organization.

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

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

During the year under review, the Company did not receive
any complaint under the Vigil Mechanism / Whistle Blower
Policy. The detailed policy is available on the Company’s
website at https://orianapower.com/investors/.

CODE FOR PREVENTION OF INSIDER-TRADING

In accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has in place the following:-

a) Code of Conduct for Prevention of Insider Trading and
Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (UPSI).

b) Policy for determination of “legitimate purposes”
forms part of this Code.

c) Policy and procedures for inquiry in case of leak of
UPSI/ suspected leak of UPSI

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

INTERNAL FINANCIAL CONTROLS

The Company has put in place an effective internal control
system to synchronize its business processes, operations,
financial reporting, fraud control, and compliance with
extent regulatory guidelines and compliance parameters.
The Company ensures that a standard and effective
internal control framework operates throughout the
organization, providing assurance about the safe
keeping of the assets and the execution of transactions
as per the authorization in compliance with the internal
control policies of the Company. The internal control
system is supplemented by extensive internal audits,
regular reviews by the management, and guidelines that
ensure the reliability of financial and all other records.
The management periodically reviews the framework,
efficiency and operating effectiveness of the Internal
Financial Controls of the Company. The Internal Audit
reports are periodically reviewed by the Audit Committee.
The Company has, in material respects, adequate internal
financial control over financial reporting, and such controls
are operating effectively. Internal Audits are carried out to
review the adequacy of the internal control systems and
compliance with policies and procedures. Internal Audit
areas are planned based on inherent risk assessment,
risk score, and other factors such as probability, impact,
significance, and strength of the control environment. Its
adequacy was assessed, and its operating effectiveness
was also tested.

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

INFORMATION ON DEVIATION FROM
ACCOUNTING STANDARDS, IF ANY

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

CORPORATE SOCIAL RESPONSIBILITY

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

Annual Report on CSR activities for the Financial Year
2024 as required under Sections 134 and 135 of the
Act read with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Rule 9 of the
Companies (Accounts) Rules, 2014 is attached to this
report as Annexure - C.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) i n the preparation of the annual accounts for the
Financial Year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(ii) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company as at March 31, 2025 and of the Profit of
the Company for the period;

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

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

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

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

OTHER INFORMATION

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year
under review, as stipulated under Regulation 34 read
with Schedule V to the SEBI Listing Regulations, forms
part of the Annual Report.

Business Responsibility and Sustainability
Report (BRSR)

The Provision of Regulation 34(2)(f) of the SEBI Listing
Regulations relating to BRSR does not apply to companies
listed on SME Exchange. Since your Company is listed
on NSE Emerge (SME Exchange), therefore BRSR do not
form part of this Annual Report.

Corporate Governance Report

Your Company remains steadfast in its commitment to
uphold the highest standards of Corporate Governance
and ensure full adherence to the requirements prescribed
by the Securities and Exchange Board of India (SEBI).
Pursuant to Regulation 15(2) SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015 the
compliance with the Corporate Governance provision as
specified in Regulation 17 to 27 and clause (b) to (i) of
sub regulations (2) of regulation 46 and para C, D and E
of Schedule V of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 does not apply on
companies listed on SME Exchange. Since your Company
is listed on NSE Emerge (SME Exchange), therefore
Corporate Governance Report do not form part of this
Annual Report.

Annual Return

The Annual Return of the Company in terms of Section
92(3) and 134(3)(a) of the Act is available on website of
the Company at https://orianapower.com/investors/.

Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) read with Rule 8
of the Companies (Accounts) Rules, 2014, are given at
Annexure - D.

Related Party Transactions

Your Company has in place a Policy on Related Party
Transactions in accordance with applicable provisions to
regulate related party transactions. The policy is available
on the website of the Company at https://orianapower.
com/investors/.

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

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

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

Reporting of Fraud by Statutory Auditors

The Statutory Auditors’ Report for the Financial Year
2024- 25 does not contain any qualification, reservation
or adverse remark and forms part of the Annual Report.
The Statutory Auditors have not reported any fraud under
Section 143(12) of the Act.

Secretarial Standards

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

Significant and Material Orders passed by
Regulators or Courts or Tribunals

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

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

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

RISK MANAGEMENT:

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

CODE OF CONDUCT

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

GENERAL:

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

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

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

3. Issue of Sweat Equity Shares.

4. Application made or any proceeding pending under
Insolvency and Bankruptcy Code, 2016 as at the end
of the Financial Year 2024.

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

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

a. Employees Stock Option Schemes

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

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

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

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

b. Incorporation of New Subsidiaries
Companies

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

• Imperial Nature Private Limited

• Majestic Sunrise Private Limited

• Imperial Revolution Private Limited

• Nature Majestic Private Limited

• Chainwatt Private Limited

• Voltonomy Energy Private Limited

• Sunpulse Power Private Limited

• Dynospark Private Limited

Cautionary Statement: Statements in this Annual
Report describing the Company’s 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 Company’s organizational culture upholds
professionalism, integrity and continuous improvement
across all functions, as well as efficient utilization
of the Company’s 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 Company’s success. Your Directors look
forward to their continued support in future.

For and on behalf of the Board of Directors
Oriana Power Limited

Rupal Gupta Parveen Kumar

Managing Director Whole-time Director

DIN: 08003344 DIN: 08003302

Place: Noida

Date: August 28, 2025