DIRECTORS' REPORT

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 ' In Lakhs

Business Performance

Total income on consolidated basis for the year stood at
'31,557 lakhs as against '27,889 lakhs during the previous
year. EBITDA for the year stood at '20,545 lakhs as against
'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 '8,617 lakhs as against
'8,358 lakhs recognized during the last year.

Interest expense for the year stood at '5,718 lakhs as against
'7,199 lakhs for the previous year. Profit from continuing
operations for the year stood at '7,189 lakhs as against
'3,373 lakhs reported for the previous year. The discontinued
operations stood at a loss of '32 lakhs as against profit of
'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 '10/- each and a share premium of '3/- per Equity
share to the eligible shareholders through the rights issue for
an amount aggregating to '250 crores. Till March 31, 2026,
the company utilized '178.65 crores towards the objects of
the issue and issue expenses. Pending utilization, '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 '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 Capitala) Authorised share capital

The authorised share capital of the Company
'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
'11,73,03,16,690/- consisting of 1,17,30,31,669 fully paid-
up equity shares of '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 Compan
(https://orientgreenpower.com/Subsidiarv-Details.asp).

Material Subsidiaries

As on March 31, 2026, the Company has 3 materia
subsidiaries. The Company has adopted a Policy fo
determining Material Subsidiaries in terms of Regulatio
16 (1)(c) of the Securities and Exchange Board of Indi.
(Listing Obligations and Disclosure Requirements
Regulations, 2015 ('Listing Regulations'). The Policy, a
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 mad
thereunder, the details of highlights of the performance o
the subsidiaries and their contribution to the overa
performance of your Company during the year are give
elsewhere in the Annual Report under.

Transfer to Reserves

As permitted under the Act, the Board during the year doe
not propose to transfer any amount to General Reserves.

Dividend

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

Alteration of Memorandum of Association

During the year under review, the company has not altered it
Memorandum and Articles of Association of the Company.

Change in Promoter's Shareholding

During the year under review, M/s. Syandana Energy Privat
Limited ("Syandana”) and M/s. Nivedana Power Privat
Limited ("Nivedana”), have been merged with M/s. SVI
Limited ("SVL") pursuant to the Order of the Hon'ble Nations
Company Law Tribunal (NCLT) and accordingly, the sai
entities are no longer in existence. However, the equit
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 o
procedural formalities by SVL.

Particulars of Loans, Guarantees and Investments

The Particulars of Loans, Guarantees and Investment
covered under Section 186 of the Companies Act, 2013 form
part of the Notes to the financial statements provided in thi
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 '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 sub¬
section (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 Personnela) 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 BoardBoard 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.

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 athttps://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.

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, athttps://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, athttps://www.orientgreenpower.
com/files/policv-on-criteria-for-determining-materialitv-
of-events.pdffor 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, athttps://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, athttps://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, athttps://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, athttps://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, athttps://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 athttps://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 athttps://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 athttps://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 2025¬
26 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:

Disclosure requirements

• Neither the statutory auditors nor the secretarial
auditor, internal auditor has reported to the audit

committee, under Section 143 (12) of the Companies
Act, 2013, any instances of fraud committed against the
Company by its officers or employees.

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

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

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

• The requirements for maintaining cost records and
undergoing cost audits, as prescribed under Section
148(1) of the Companies Act, 2013, were not applicable to
our business activities, aligning with our regulatory
obligations.

Green Initiative

Electronic copy of the Annual Report for FY 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.

For and on behalf of the Board of DirectorsT Shivaraman R Ganapathi

Chennai Managing Director & CEO Director

May 11, 2026 DIN: 01312018 DIN: 00103623