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You can view full text of the latest Director's Report for the company.

BSE: 532439ISIN: INE260D01016INDUSTRY: Auto - LCVs/HCVs

BSE   ` 1171.35   Open: 1203.20   Today's Range 1167.00
1203.20
-36.55 ( -3.12 %) Prev Close: 1207.90 52 Week Range 867.85
1595.00
Year End :2026-03 

Your Directors are pleased to present the 26th Annual Report on the business and operations of your Company along with the
Audited Financial Statements for the financial year ended 31st March, 2026.

Financial Results:

The financial highlights of the Company for the year ended on 31st March, 2026 are summarized as below:

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Gross Sales

2,27,422.75

1,76,305.86

2,31,216.78

1,80,189.68

Net Sales

2,27,422.75

1,76,305.86

2,31,216.78

1,80,189.68

Other Income

1,388.02

1,185.89

1,434.51

1,231.70

Total Income

2,28,810.77

1,77,491.75

2,32,651.29

1,81,421.38

Total Expenditure

1,95,450.15

1,51,276.35

1,98,229.85

1,54,128.76

Operating Profit (PBIDT)

33,360.62

26,215.40

34,421.44

27,292.62

Interest

5,927.72

4,700.95

6,134.74

5,115.34

Depreciation and amortization

3,718.49

2,891.08

4,479.09

3,728.17

Share of profit/(loss) of Associates

-

-

806.67

339.27

Profit before exceptional Items and Tax

23,714.41

18,623.37

24,614.28

18,788.38

Exceptional Items

-

-

-

-

Profit before Tax

23,714.41

18,623.37

24,614.28

18,788.38

Provision for taxation

- Current

6,206.51

5,134.97

6,206.51

5,134.97

- Deferred

96.33

(784.70)

332.56

(584.21)

- Tax for earlier years

122.32

316.62

122.32

316.62

Extra-Ordinary Items

NIL

NIL

NIL

NIL

Net Profit after tax

17,289.25

13,956.48

17,952.89

13,921.00

Other Comprehensive Income

-

-

-

-

Re-measurement gains/(losses) on defined benefit plan

66.50

24.34

94.19

24.34

Income-tax effect

(16.74)

(6.13)

(16.74)

(6.13)

Other comprehensive income for the year, net of tax

49.76

18.21

77.45

18.21

Total comprehensive income for the Year

17,339.01

13,974.69

18,030.34

13,939.21

Total comprehensive income attributable to non-controlling
interest

-

-

203.47

32.35

Total comprehensive income attributable to parent

-

-

17,826.87

13,906.86

Surplus brought forward from previous year

32,306.20

18,659.83

31,669.55

18,091.01

Less: Depreciation adjustment

NIL

NIL

NIL

NIL

Balance available for appropriation

49,645.21

32,634.52

49,496.42

31,997.87

• Proposed Dividend on Equity Shares

492.48

328.32

492.48

328.32

• Provision for Dividend Tax

NIL

NIL

NIL

NIL

• Transfer to General Reserves

NIL

NIL

NIL

NIL

• Others

NIL

NIL

NIL

NIL

Surplus carried forward to Balance Sheet

49,316.89

32,306.20

49,168.10

31,669.55

Equity Share Capital (8,20,80,737 Shares of ?4/-each)

3,283.23

3,283.23

3,283.23

3,283.23

E.P.S (After Prior Period Items) (Rupees)

21.06

17.00

21.62

16.92

Net Worth

1,22,573.63

1,05,562.94

1,22,758.25

1,04,926.30

Book Value in rupees (face value of ? 4/- each)

149.33

128.61

149.56

127.83

General Review of Operations:

Sales

During the Financial year 2025-26, the Company has
recorded sale of 1,215 Electric Buses and 65 Electric Tippers
against the sale of 972 Electric Buses in the Financial Year

2024- 25. The Company has been awarded with orders for
1,085 Electric Buses and also received Letter of Confirmation
of Quantity for 700 Electric Buses in the Financial Year

2025- 26.

Financial Performance:

Standalone

During the year under review, your Company has achieved a
gross turnover of P 2,27,422.75 lakhs as against P 1,76,305.86
lakhs for the previous financial year. The Net Profit for the year
ended 31st March, 2026 was P 17,289.25 Lakhs as against P
13,956.48 Lakhs for the year ended 31st March 2025.

Consolidated

The Consolidated Revenue from Operations during FY 2025¬
26 was P 2,31,216.78 lakhs as compared to P 1,80,189.68
lakhs in previous FY 2024-25.

On a consolidated basis, the Net Profit was P 17,952.89 lakhs
for FY 2025-26 as compared to net profit of P 13,921.00 lakhs
for FY 2024-25.

Construction of New Greenfield Factory:

In view of factors such as the rapidly growing business
environment, a strong order book, stringent delivery
timelines, and the expansion of business segments, your
Company has undertaken the construction of a state-of-
the-art Greenfield EV Manufacturing Facility on 150 acres of
land located at Seetharampur, Telangana. The Company has
completed Phase-1 construction and has already commenced
operations at the facility. Phase-1 has an installed production
capacity of 2,500 electric vehicles per annum on a single shift
basis. Your Company has declared 31st December, 2025 as
the Commercial Operation Date (COD) for Phase-1, and the
said declaration has been submitted to our Lender.

Contribution Towards Environment Safeguard:

Your Directors are pleased to inform you that, through our
Electric Vehicle Operations, the Company reduced more than
2.57 Lakhs tonnes approx. CO2 in tailpipe emission, during the
year under review and this way Company has contributed a
major part to safeguard environment by reducing air pollution.

Transfer to General Reserves:

No amount has been transferred to the General Reserve for
the financial year ended 31st March, 2026.

Dividend:

Considering the profits for the year under review and keeping
in view capital expenditure requirements of the Company,
Your Directors are pleased to recommend the final dividend
at the rate of 15% (i.e. P 0.60/- only) per equity share of P
4.00/- (Rupees Four only) each fully paid up, for the financial
year 2025-26, which if declared in the 26th Annual General
Meeting of the Company, will be paid to the shareholders of
the Company. The dividend pay-out for the year under review
will be P 492.48/- Lakhs.

Dividend Distribution Policy:

Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) requires top one thousand listed companies
to formulate a Dividend Distribution Policy. Accordingly,
as per the provisions of Listing Regulations, the Company
had formulated a Dividend Distribution Policy which aims
to maintain a balance between profit retention and a fair,
sustainable and consistent distribution of profits among its
members. The said Policy is also available on the website
of the Company at
https://olectra.com/wp-content/uploads/
Dividend-Distribution-policy.pdf .

Change in the Nature of Business:

There was no change in the nature of the business of the
Company during the financial year ended 31st March, 2026.

Accounting Treatment:

There is no change in accounting treatment in the year under
review, as compared to previous Financial Year.

Share Capital:

The authorized share capital of the Company now stands
at P60,00,00,000/- (Rupees Sixty Crores Only) divided into
15,00,00,000 (Fifteen Crores only) Equity shares of P 4/- each.

The paid-up equity shares capital of the Company as on 31st
March, 2026 is as follows:

Paid up Equity Share Capital as on 31st March,

3,283.23

2026 (8,20,80,737 Equity share of face value of

P 4 /-)

During the year under review, there were no changes to the
Authorized Share Capital as well as Paid-up Share Capital of
the Company.

During the year under review, the Company has not issued
any shares or convertible instruments to any persons.

Board of Directors:

During the year under review, there was no change in the
composition of the Board of Directors and Key Managerial
Personnel of the Company except as follows;

1. Mr. Puritipati Venkata Krishna Reddy (Mr. P V Krishna
Reddy - DIN: 01815061) has been appointed as a
Director (Non-Executive) of the Company w.e.f. 04th
July, 2025.

2. Mr. P V Krishna Reddy (DIN: 01815061) has been
appointed as Chairman of the Board w.e.f. 05th
July, 2025.

3. Mr. Peketi Rajesh Reddy (DIN: 02758291) Non- Executive
Director of the Company was appointed as Whole Time
Director of the Company w.e.f. 05th July, 2025.

4. Mr. Peketi Rajesh Reddy (DIN: 02758291) resigned from
the position of Whole-Time Director of the Company and
was relieved with effect from the close of business hours
on 8th November, 2025. He continues to be a Director
in the category of Non-Executive and Non-Independent
Director of the Company

5. Mr. Mahesh Babu Subramanian (DIN: 08736697) has
been appointed as an Additional Director and Managing
Director of the Company with effect from 27th September,
2025 immediately after conclusion of the Annual
General Meeting held on that day. Subsequently the
shareholders approved his appointment vide postal
ballot dated 23rd December, 2025.

6. Mrs. Chintalapudi Laksmi Kumari (DIN: 09023799) has
been re-appointed as Independent Director of the
Company for her second term of five years with effect
from 09th January, 2026. Subsequently the shareholders
approved her appointment vide postal ballot dated 23rd
December, 2025.

7 Mr. K V Pradeep (DIN: 02331853) had resigned from
the position of Managing Director and Director of the
Company and was relieved w.e.f close of business hours
on 04th July, 2025.

In accordance with provisions of Section 152 of the Companies
Act, 2013, Mr. P V Krishna Reddy (DIN: 01815061), Director
(Non-Executive and Non-Independent) retires by rotation
at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. The Board recommends the
appointment of Mr. P V Krishna Reddy (DIN: 01815061), for the
consideration of the members of the Company.

The Company has received declarations of independence
from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under
section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and that they are independent from Management.

The Board is of the opinion that all the Independent Directors
of the Company are person’s of integrity and possess relevant
expertise and experience (including the proficiency) to act
as Independent Directors of the Company. The Independent
Directors of the Company have confirmed that they have

registered with the Indian Institute of Corporate Affairs and
have included their name in the databank of Independent
Directors within the statutory timeline as required under
Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

Brief profiles of Directors (being appointed/ re-appointed)
at the forthcoming 26th Annual General Meeting have been
annexed to the Notice.

Key Managerial Personnel (KMP’s):

The following are the Key Managerial Personnel of the
Company as on 31st March, 2026.

• Mr. Mahesh Babu Subramanian, Managing Director

• Mr. B. Sharat Chandra, Chief Financial Officer

• Mr. P. Hanuman Prasad, Vice President-Company
Secretary & Legal

Annual Evaluation of Performance of Board, its
Committees and Individual Directors:

The Board of Directors evaluated the annual performance
of the Board as a whole, its committee’s and the directors
individually, in accordance with the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 with
specific focus on the performance and effective functioning of
the Board and Individual Directors.

Separate meetings of Independent Directors was held on
27th February, 2026 to review the performance of the Non¬
Independent Directors and the Board as a whole, review the
performance of Chairperson of the Company and assess the
quality, quantity and timeliness of flow of information between
the Company management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

The manner in which the evaluation has been carried out
has been explained in the Corporate Governance Report,
annexed herewith.

The Board of Directors has expressed its satisfaction with the
entire evaluation process.

Meetings:

During the year under review, Eleven (11) Board Meetings,
Seven (7) Audit Committee, Seven (7) Nomination and
Remuneration Committee, Four (4) Stakeholders Relationship
Committee, Two (2) Risk Management Committee and One
(1) Corporate Social Responsibility Committee Meetings
were held.

The details of which are given in the Corporate
Governance Report.

The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and
SEBI(LODR) Regulations 2015.

Familiarization Programme for Independent Directors:

The details of training and familiarization programs for
Independent Directors are reported in the corporate
governance report and on the website of the Company at
https://olectra.com/ other-disclosures/.

Board Diversity:

The Policy on Board diversity of the Company devised by
the Nomination and Remuneration Committee and approved
by the Board is available on the website of the Company at
https://olectra.com/policies/.

Directors’ Responsibility Statement:

Pursuant to the requirement of Section 134(5) of The
Companies Act, 2013, the Directors, to the best of their
knowledge and belief, state that:

(a) I n the preparation of Annual Accounts for the Financial
Year ended 31st March, 2026 the applicable accounting
standards have been followed and that there are no
material departures;

(b) Such accounting policies have been selected 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
at the end of the Financial Year ended 31st March, 2026
and of the profit of the Company for that period;

(c) Proper and sufficient care was taken for the maintenance
of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

(d) The Annual Accounts for the FY ended 31st March, 2026
have been prepared on a going concern basis;

(e) I nternal financial controls have been laid down to be
followed by the Company and that such internal financial
controls are adequate and operating effectively; and

(f) Proper systems have been devised by the Company
to ensure compliance with the provisions of applicable
laws and such systems were adequate and are
operating effectively.

Subsidiaries, Joint Ventures or Associate Companies
- Their Performance:

As on 31st March, 2026, your Company had 1 (One)
Subsidiary Company, 1 (One) Joint Venture and 8 (Eight)
Associate Companies. In accordance with Section 129(3)
of the Companies Act, 2013, the Company has prepared
consolidated financial statements consisting financials of all
its Subsidiary Companies, Joint Venture Companies and it’s
Associate Companies.

The Company has adopted a Policy for determining Material
Subsidiaries in line with Regulation 16 of the SEBI (LODR)
Regulations. The Policy, as approved by the Board, is
uploaded on the Company’s website
https://olectra.com/wp-
content/uploads/Policy-on-Material-Subsidiary.pdf

In accordance with the Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act,
2013 (“the Act”), read together with the Companies (Indian
Accounting Standards) Rules, 2015 (as amended), the
Financial Statements of Subsidiaries, Associates and Joint
Venture as at 31st March, 2026, have been consolidated with
the Financial Statements of the Company. The Consolidated
Financial Statements of the Company for the year ended 31st
March, 2026, forms part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a
Statement containing the salient features of the Financial
Statements of Subsidiaries, Associate Companies and Joint
Ventures in Form AOC-1 appears in
Annexure-1 to this
Annual Report.

Further, pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and
separate audited Financial Statements in respect of
Subsidiaries, are available on the website of the Company
www.olectra.com.

Deposits:

During the Financial Year, your Company has neither accepted
nor renewed any deposits from the public within the meaning
of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

Adequacy of Internal Financial Controls with
Reference to the Financial Statements:

Internal financial control means the policies and procedures
adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to
Company’s policies, the safeguarding of its assets, timely
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information.

The Company has an Internal Audit and Internal Control
System, commensurate with the size, scale and complexity
of its operations. In order to maintain its objective and
independence, the Internal Auditors report to the Chairman of
the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy
and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on
the report of internal auditors, process owners undertake
corrective action in their respective areas and thereby

strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board.

In accordance with the National Financial Reporting Authority’s
circular dated 7th January, 2026, the Board of Directors,
at its meeting held on 02nd February, 2026, based on the
recommendation of the Audit Committee and in consultation
with the Statutory Auditors, approved a framework to facilitate
effective two-way communication between Those Charged
with Governance and the Statutory Auditors.

Corporate Social Responsibility (CSR):

Pursuant to Section 135 of the Companies Act, 2013
as on 31st March, 2026, the Company is having
Corporate Social Responsibility Committee consisting of
Mr. Subramaniamsundar Rajan Vangal (Chairman), Mr. E. Pandu
Ranga Vittal (Member) and Mr. Mahesh Babu Subramanian
(Member).

The Corporate Social Responsibility Committee periodically
recommends the activities to be taken up under the CSR
policy. The Corporate Social Responsibility Policy is hosted
on the Company’s website at
https://olectra.com/policies/ .

The details of the CSR initiatives undertaken during the
financial year ended 31st March, 2026 and other details
required to be given under section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended are given in
Annexure 2 forming part of this Report.

Insurance:

All the Properties of the Company including its building, plant
& machinery and stocks have been adequately insured;

As per the provisions of the Act and in Compliance with the
Regulation 25(10) of SEBI (LODR) Regulations, 2015, the
Company has taken a Directors & Officers Insurance policy
for all the Directors of the Company including Independent
Directors and Officers of the Company.

Related Party Disclosures:

The Company has formulated a policy on related party
transactions for the identification and monitoring of such
transactions. The said policy on Related Party Transactions as
approved by the Board has been uploaded on the Company’s
website at
https://olectra.com/ policies/.

Related party transactions entered during the financial
year under review are disclosed in Note 33 to the Financial
Statements of the Company for the Financial Year ended 31st
March, 2026. These transactions entered were at an arm’s
length basis and in the ordinary course of business.

Particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013, in

the prescribed Form AOC-2, is appended as Annexure-3 to
the Board’s Report.

Disclosures of transactions of the listed entity with any person
or entity belonging to the promoter/ promoter group or any
person/entity holding 10% or more shareholding in the listed
entity are disclosed in Note 33 to the Financial Statements of
the Company for the Financial Year ended 31st March, 2026.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of The Companies Act, 2013
are given in Note 6 & 7 to Financial Statements.

Auditors and Auditors’ Reports:

Statutory Auditor:

M/s. Sarath & Associates, Chartered Accountants (Firm
Registration No. 005120S), were appointed as Statutory
Auditors of the Company in the 22nd Annual General Meeting
of the Company held on 28th September, 2022, to hold office
for a period of 5 (five) consecutive years from the conclusion
of 22nd AGM till the conclusion of the 27th AGM.

Statutory Auditors’ Report:

The Report of the Auditors for the year ended 31st March,
2026 forming part of this Annual Report does not contain
any qualification, reservation, observation, adverse remark
or disclaimer.

Reporting of frauds by auditors:

During the year under review, none of the statutory auditors
or secretarial auditors or cost auditors has reported to the
Audit Committee or the Board, under Section 143 (12) of the
Act, any instances of fraud committed against the Company
by its officers or employees, the details of which would need
to be mentioned in the Board’s Report.

Cost Auditor:

In terms of the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
as amended from time to time, the Board of Directors in
their meeting held on 13th August, 2026, based on the
recommendation of the Audit Committee, have re-appointed
M/s. EVS & Associates, Cost Accountants, as Cost Auditor
of the Company, for conducting the Cost Audit for the
financial year ended 31st March, 2027, at a remuneration of
T 2,00,000/- plus applicable taxes and reimbursement of out
of pocket expenses. The remuneration requires ratification
by shareholders. Accordingly, an appropriate resolution has
been incorporated in the Notice convening the 26th Annual
General Meeting, for seeking member’s approval.

The Cost Accounts and Records of the Company are duly
prepared and maintained as required under Section 148(1) of
the Companies Act, 2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and
the rules made there under, the Company had appointed
M/s. VCSR & Associates, Practicing Company Secretaries
to undertake the Secretarial Audit of the Company in the
25th Annual General Meeting of the Company held on
27th September, 2025, to hold office for a period of 5 (five)
consecutive years from the conclusion of 25th AGM till the
conclusion of the 30th AGM. The Secretarial Audit Report
issued in this regard is annexed as
Annexure-4 to this Report.

There are no qualifications, observations, reservation,
adverse remark or disclaimer in the said Report.

Internal Auditors:

The Company has re-appointed, M/s. VDNR & ASSOCIATES,
Chartered Accountants, Hyderabad, as Internal Auditors
of the Company for conducting the internal audit (for both
Insulators (“Energy Division”) and E-BUS (“Mobility Division”))
for the period 01st April, 2026 to 31st March, 2027 on
recommendation by the audit committee in the Board Meeting
held on 29th May, 2026.

Secretarial Standards:

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

Extract of Annual Return:

As per the requirements of Section 92(3) of the Act and
Rules framed thereunder, the extract of the Annual Return
for FY 2025-26 is available on Company’s website at
https://
olectra.com/annual-reports/.

Listing on Stock Exchanges:

The Company’s shares are listed on BSE Limited and National
Stock Exchange of (India) Limited.

We are pleased to share that your Company is one of the top
1000 Listed entities and holds the position of 511, as per the
Market Capitalization as on 31st December, 2025. (Source:
https://www.nseindia.com/requlations/listinq-compliance/
nse-market-capitalisation-all-companies)
.

Corporate Governance and Management Discussion
& Analysis Reports:

As per the requirements of Regulation 34(3) and Schedule
V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance, Management
Discussion & Analysis Reports forms part of this Report as
Annexure-5 and Annexure-6 respectively.

Particulars of Employees:

In terms of the first proviso to Section 136 of the Act, the
Reports and Accounts are being sent to the Shareholders
excluding the information required under Rule 5(2) and
(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Any shareholder
interested in obtaining the same may write to the Company
Secretary at the Registered Office of the Company. The said
information is available for inspection by the Members at the
Registered Office of the Company on any working day of the
Company up to the date of the 26th Annual General Meeting.

The statement containing information as required under
the provisions of Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in
Annexure-7
and forms part of this Report.

Material Changes and Commitments Affecting
the Financial Position of the Company Occurred
Between the end of The Financial Year and Date
of Report:

NIL

Code of Conduct:

The Company believes in “Zero Tolerance” against bribery,
corruption and unethical dealings/behaviours of any form
and the Board has laid down the directives to counter such
acts. The Code laid down by the Board is known as “Code of
Ethics & Business Conduct” which forms an Appendix to the
Code. The Code has been hosted on the Company’s website
at
https://olectra.com/code-of-ethics/.

Further all the Independent Directors and senior management
confirmed the compliance of code of conduct and a
declaration has been issued by the Managing Director of the
Company stating that the directors and senior management
of the Company are in compliance with the code of conduct
forms part of the Corporate Governance Report.

Prevention of Insider Trading:

In accordance with the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015,
Company has the following polices and hosted on the website
of the Company:

i) Code of Internal Procedures and Conduct for Regulating,
Monitoring and Reporting of Trading by Insiders;

For fair disclosure of events and occurrences that could
impact price discovery in the market for its securities.

ii) Code of Practices & Procedures for Fair Disclosure of
Unpublished Price Sensitive Information;

To regulate, monitor and report trading by its designated
persons and immediate relatives of designated persons.

The Board is responsible for implementation of the
Code. All the Directors and the designated employees
of the Company have confirmed the compliance with
the Code.

Remuneration Policy:

The Board of Directors, on recommendation of the Nomination
& Remuneration Committee (NRC), framed a Nomination
and Remuneration Policy for Directors’ appointment
and remuneration.

The salient features of the said policy include the criteria
for determining qualifications, positive attributes and
independence of a director in addition to recommending the
remuneration for the Directors, Key Managerial Personnel and
other employees.

The said Policy is available on the Company’s website at
https://olectra.com/policies/.

Risk Management Policy:

Pursuant to the provisions of Regulation 21 of SEBI (LODR)
Regulations, 2015 the Company has formed Risk Management
Committee w.e.f. 16th June, 2021. Details of Composition
of the Committee forms part of the Corporate Governance
Report. In pursuant to the provisions of the Section 134 (3)
(n) of The Companies Act, 2013 and in Compliance to the
SEBI (LODR) Regulations, 2015, the Company has formulated
Risk Management Policy to mitigate and manage the Risk
Including identification therein of elements of risk, if any,
which in the opinion of the Board may threaten the existence
of the Company.

The policy on Risk Management is available on the website of
the Company
https://olectra.com/policies/.

Vigil Mechanism / Whistle Blower Policy:

The Board of Directors, on recommendation of the Audit
Committee, established a vigil mechanism for Directors and
Employees and accordingly adopted the “Whistle Blower
Policy” pursuant to the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to facilitate Directors and Employees
to report genuine concerns or grievances about unethical
behaviour, actual or suspected fraud or violation of the
Company’s code of conduct or ethics policy and to provide
adequate safeguards against victimization of persons who
use such mechanism and to provide for direct access to

the Chairperson of the Audit Committee in appropriate or
exceptional cases.

The said policy can be accessed on website of the Company
at the link
https://olectra.com/policies/.

Sexual Harassment Policy:

Your Company is committed to create and maintain an
atmosphere in which employees can work together, without
fear of sexual harassment, exploitation or intimidation. Every
employee is made aware that the Company is strongly
opposed to sexual harassment and that such behaviour
is prohibited. Your Company has constituted an Internal
Complaints Committee pursuant to the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“the said Act”) to deal with
complaints relating to sexual harassment at workplace.

The Company has adopted policy on Prevention of Sexual
Harassment of Women at Workplace in accordance with The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the Financial Year ended 31st March, 2026, the
Company has not received any Complaints pertaining to
Sexual Harassment .

Further, the Company has registered the details of Internal
Complaint Committee with Women Development and Child
Welfare Department, Government of Telangana, India.

Application Made or any Proceeding Pending
Under the Insolvency and Bankruptcy Code:

As on the date of the Report no application is pending against
the Company under the Insolvency and Bankruptcy Code,
2016 and the Company did not file any application under (IBC)
during the Financial Year 2025-26.

Other Policies Under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015:

The Company has also formulated and adopted the policies
as required under Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and all policies of the Company are available on our website
at
https://olectra.com/policies/.

Conservation of Energy, Technology Absorption
and Foreign Exchange Earning and Outgo:

Information on conservation of energy, technology absorption,
foreign exchange earnings and outgo as required under
Sec 134 (3)(m) of The Companies Act, 2013 read with Rule
8 of The Companies (Account) Rules, 2014 are mentioned in
Annexure-8 to this Report.

Business Responsibility and Sustainability Report
(BRSR):

The Securities and Exchange Board of India has mandated
the inclusion of the BRSR as part of the Annual Report for
top 1000 listed entities based on market capitalization. In
this regard, the Business Responsibility and Sustainability
Report is applicable to the Company and as per Regulation
34 of the SEBI (LODR) Regulations, 2015, detailing various
initiatives taken by the Company on the environmental, social
and governance front forms are mentioned in
Annexure-9 to
this Report.

Statement on Declaration given by Independent
Directors Under Sub-Section (6) of Section 149:

All Independent Directors have furnished to the Company
the requisite declarations that they meet the relevant
independence criteria as laid down in Section 149(6) of the
Companies Act, 2013, as well as the Regulation 16 (1) (b)
read with Regulation 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Significant and Material Orders Passed by the
Regulators or Courts:

There were no orders passed by the Regulators or Courts or
Tribunal impacting the Company’s going concern status and/
or its future operations.

However, The Arbitral Tribunal, constituted pursuant to
the order of the Hon’ble High Court of Telangana dated
November 22, 2024, has passed an award on March 2,
2026. The award disallowed our claim for recovery of the
capital advance of T 10.00 Crores made to M.L.R. Motors
Limited (“Respondent”) which was converted into equity
shares of M.L.R. Motors Limited. The Tribunal directed for
reimbursement of T 5,00,000 towards cost of arbitration and

legal expenses incurred by the Respondent. The Company
has preferred an appeal against the aforesaid order.

Details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the banks or Financial Institutions along with the
reasons thereof.

NIL

Compliance under the provisions of the Maternity
Benefit Act, 1961

It has complied with the provisions of the Maternity Benefit
Act, 1961 and the rules made thereunder, including all
applicable obligations relating to maternity benefits for
eligible employees.

Acknowledgements:

The Board of Directors thank the Company’s customers,
suppliers, dealers, banks, financial institutions, Government
and Regulatory Authorities and consultants for their continued
support. The Directors express their sincere gratitude to
the shareholders and also wish to place on record their
appreciation for the committed services rendered by all the
employees of the Company.

For and on behalf of the Board

Sd/- Sd/-

Mahesh Babu Subramanian P. Rajesh Reddy

Managing Director Non-Executive Director

DIN:08736697 DIN:02758291

Place: Hyderabad
Date: 13th August 2026