As on: Jul 01, 2026 03:08 AM
Dear Shareholders,
Your Directors take pleasure in presenting the Nineteenth 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, 2026
Results of our Operations
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Business Performance
Total income on consolidated basis for the year stood at Rs. 31,557 lakhs as against Rs. 27,889 lakhs during the previous year. EBITDA for the year stood at Rs. 20,545 lakhs as against Rs. 18,731 lakhs during previous year. EBITDA margin for the year stood at 65% as against 67% for the previous year. Profit before exceptional items for the financial year rose by 96%. Depreciation for the year stood at Rs. 8,617 lakhs as against Rs. 8,358 lakhs recognized during the last year.
Interest expense for the year stood at Rs. 5,718 lakhs as against Rs. 7,199 lakhs for the previous year. Profit from continuing operations for the year stood at Rs. 7,189 lakhs as against Rs. 3,373 lakhs reported for the previous year. The discontinued operations stood at a loss of Rs. 32 lakhs as against profit of Rs. 828 lakhs in previous year. FY 2025-26 was a landmark year for the Company, marked by strong operational performance and several strategic milestones. Favorable wind patterns, particularly during the first half of the fiscal year, contributed significantly to higher power generation and revenue growth. Further, the commissioning of the Company's first-ever solar power plant with a capacity of 7 MW in December 2025 provided additional support to the topline.
Profitability during the year was further strengthened by the receipt of a one-time refund of excess interest charged in earlier years. As a result, the Company's total income and net profit increased by 13% and 70%, respectively, compared to the previous year.
During the year, the Company successfully diversified and expanded its renewable energy portfolio by commissioning its first solar project of 7 MW and entered into contracts for the addition of a further 17.6 MW of solar capacity. On the wind energy front, the Company enhanced its generation portfolio through the commissioning of 9.9 MW of higher- capacity wind turbines (6.6 MW during the year and 3.3. MW during April 2026). Additionally, the Company initiated the repowering of about 7.8 MW of old wind turbine capacity, becoming one of the first companies to undertake such an initiative under the new repowering policy issued by Government of Tamil Nadu. These ongoing investments are expected to be substantially completed during FY 2026-27.
Rights Issue
During the previous 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, 2026, the company utilized Rs. 178.65 crores towards the objects of the issue and issue expenses. Pending utilization, Rs. 71.35 crores are placed in the fixed deposits and current accounts with banks
Variation in utilisation of funds
During the previous year, the company had raised Rs. 250 crore through a Rights Issue 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) Authorised share capital
The authorised share capital of the Company Rs. 25,00,00,00,000/- (Rupees Two Thousand Five Hundred Crores) and same remains unchanged during the current year.
b) Paid-up share capital
The paid-up share capital of the company stands 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://orientgreenpower.com/Subsidiarv-Details.asp ).
Material Subsidiaries
As on March 31, 2026, 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, is available on our website, at https:// www.orientgreenpower.com/files/Policy-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 year are given elsewhere in the Annual Report under.
Transfer to Reserves
As permitted under the Act, the Board during the year does not propose to transfer any amount to General Reserves.
Dividend
The Company has not declared any dividend due to inadequate profit earned by the Company during the year.
Alteration of Memorandum of Association
During the year under review, the company has not altered its Memorandum and Articles of Association of the Company.
Change in Promoter's Shareholding
During the year under review, M/s. Syandana Energy Private Limited ("Syandana") and M/s. Nivedana Power Private Limited ("Nivedana"), have been merged with M/s. SVL Limited ("SVL") pursuant to the Order of the Hon'ble National Company Law Tribunal (NCLT) and accordingly, the said entities are no longer in existence. However, the equity shares standing to the credit of Syandana and Nivedana, aggregating to 5,000 shares and 7,940 shares respectively, shall be credited to SVL Limited upon completion of procedural formalities by SVL.
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 Director's Report.
Subsidiaries, Joint Ventures and Associates
As at March 31, 2026, your Company had a total of 6 subsidiaries, 3 step down subsidiaries, the details of the Subsidiaries are as follows:
*During the year Delta Renewable Energy Private Limited (DELTA) issued equity shares of Rs. 10 each on preferential basis in 3(three) tranches.The Company and other subscribers were allotted shares of DELTA.Consequent to allotment, the holding in DELTA reduced from 100% to 70%.
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 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 standalone financial statements of the Company.
Deposits
During the fiscal year under review, the 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.
Merger of Subsidiaries with the Company
The Board at its meeting dated May 11, 2026 have accorded their inprinciple approval for the following mergers:
• Merger of Bharath Wind Farm Limited with the Company
BWFL, a wholly owned subsidiary of OGPL, is currently engaged only in O&M services. As both BWFL and OGPL undertake similar activities, it is proposed to merge BWFL with OGPL to achieve operational synergies, simplify the group structure and optimize costs.
• Merger of Orient Green Power (Europe) BV with the Company
OGPE, a wholly owned subsidiary of OGPL incorporated in the Netherlands, functions primarily as an overseas
investment holding company. To streamline the overseas structure and enhance operational efficiency, it is proposed to merge OGPE with OGPL.
Constitution of Those Charged With Governance
In compliance with the requirements of the Circular dated January 07, 2026 issued by the National Financial Reporting Authority (NFRA), the Company has constituted Those Charged With Governance (TCWG) to effect proper communication with the Statutory Auditors with an objective to enhance the quality of financial reporting, transparency and overall corporate governance framework.
The Board of Directors of the Company vide its Circular Resolution dated March 28, 2026 approved the constitution of TCWG with all the members of the audit committee and one Independent Director not forming part of the Audit Committee.
The constitution of TCWG is as follows:
Further, Audit Committee at its meeting dated May 11, 2026 approved to appoint Mr. P Krishna Kumar, as a Nodal person for the purpose of coordination and communication with the Statutory Auditors.
Internal Control System
The Company has in place, an adequate system of internal controls that 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 control self-assessment for all major processes is carried out by the management periodically to assess the weaknesses, if any and take corrective actions.
Further, the Internal Auditor also 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 Company's 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.
Director's 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 as amended from time to time. The Company has adopted all applicable Ind AS 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, 2026, 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, 2026, 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 throughout the year; 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.
Familiarisation 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 Familiarisation 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 Familiarisation 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://orientgreenpower.com/files/
Details%20of%20Familiarisation%20Programmes%20 for%20Independent%20Directors.pdf
Directors and Key Managerial Personnel
a) Directors:
During the financial year under review, the changes that took place in directors are as outlined below. Aside from
this, there were no appointments or resignations of Directors during the financial year.
1. 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, the same has been approved by shareholders of the Company at the Annual General Meeting dated June 30, 2025
2. 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 and the same has been approved by the shareholders of the Company at the Annual general Meeting dated June 30, 2025.
3. Mr. T Shivaraman (DIN: 01312018), Managing Director & CEO retired by rotation and was re-appointed as a Director at the Annual General Meeting held on June 30, 2025.
4. Mr. R Ganapathi (DIN: 00103623), Director retired by rotation and was re-appointed as a director at the Annual General Meeting held on June 30, 2025.
In line with Section 152 of the Companies Act, 2013, the Companies (Management & Administration) Rules, 2014, Mr. T Shivaraman (DIN: 01312018) and Mr. R Ganapathi (DIN: 00103623) retires by rotation and being eligible, offers themselves 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:
The following changes took place in the key managerial personnel during the year under review:
1. Ms. M Kirithika (Membership No. FCS 9811) resigned from the position as Company Secretary and Compliance officer of the Company with effect from June 30, 2025.
2. Mr. G Srinivasa Ramanujan (Membership No. FCS 12755) was appointed as the Company Secretary and Compliance Officer of the Company with effect from July 01, 2025.
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 Managing Director & Chief Executive Officer;
b. Ms. J Kotteswari as Chief Financial Officer;
c. Mr. G Srinivasa Ramanujan 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 2025-26. 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 Committees constituted by the Board function according to their respective roles and defined scope:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholder's 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 2025-26 were on an arm's 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 Company's website at https://www. orientgreenpower.com/files/Policv%20on%20Related%20 Party%20Transactions-260408.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 Board's Report.
Evaluation of the Board's 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:
Audit reports and Auditors Audit reports
1. The Auditors Report for the year 2025-2026 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 2025-2026 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure 2 to the Board's report.
3. As required by the Listing Regulations, the Practicing Company Secretary's certificate on corporate governance is enclosed. The Corporate Governance certificate for Financial Year 2025-2026 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 Company's 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 June 30, 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. Alagar & Associates LLP (formerly known as M/s. M. Alagar & Associates) Practicing Company Secretaries, Firm Registration no. L2025TN019200 were appointed as Secretarial Auditors for a term of 5(Five) years from financial year 2025-26 till financial year 2029-30 by the shareholders
at the Annual General Meeting dated June 30, 2025, to audit the secretarial and other related documents of the Company.
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-by- Insiders.pdf to regulate, Monitor and Report trading by Insiders.
As part of its compliance with SEBI's 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) Rules, 2014, is appended as Annexure- 6 to the Board's report.
Particulars of Employees
The Information as required under Section 197(12) of the Companies Act, 2013 ("the Act"), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure- 7 to the Board's 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 Company's 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, 2013 together 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, 2026, 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 company's 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 company's 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 doesn't fall under the threshold for the financial year ended March 31, 2026, 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/ Policv-on-Material-Unlisted-Subsidiarv-Companv.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 Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. 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. Details of the policy on succession planning are available on our website at https://orientgreenpower. com/files/Policy-on-Succession-Planning.pdf
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 202526 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 been rated by any credit rating agency. However, our operating subsidiaries having banking facilities were rated by the Rating Agencies as follows:
• 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 2025- 2026 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company's Registrar and Share Transfer Agent. With reference to the Ministry of Corporate Affairs vide its Circular No. 03/2025 dated September 22, 2025 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 2025-26 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, Company's Registrar and Share Transfer Agent, by sending KYC updation forms duly signed by the shareholders with required details.
Acknowledgement
Your Directors wish to place on record their sincere appreciation and gratitude to all employees, customers, vendors, investors, bankers, and financial institutions for their continued faith, trust, and confidence in the Company.
The Directors also acknowledge and appreciate their unwavering support, dedication and valuable contributions, which have been instrumental in the Company's performance and growth during the year.
Your Directors further express their gratitude to the Government of India, the Governments of various States and the concerned regulatory and government authorities for their continued support, guidance and cooperation extended to the Company in the conduct of its business and operations.
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