Your Directors are pleased to present the 25^th Annual Report on the business and operations of your
Company along with the audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS:

The financial highlights of the Company for the year ended on 31^st March, 2025 are summarized
as below:

GENERAL REVIEW OF OPERATIONS:
Sales

During the Financial year 2024-25, the Company
has recorded sale of 972 Electric Buses against
the sale of 507 Electric Buses and 51 Electric
Tippers in the Financial Year 2023-24.

FINANCIAL PERFORMANCE:

Standalone

During the year under review, your Company has
achieved a gross turnover of Rs. 1,76,305.86
lakhs as against Rs. 1,11,397.16 lakhs for the
previous financial year. The Net Profit for the
year ended 31st March, 2025 was Rs.13,956.48
Lakhs as against Rs. 7,364.28 Lakhs for the year
ended 31st March 2024.

Consolidated

The Consolidated Revenue from Operations
during FY 2024-25 was Rs.1,80,189.68 lakhs

as compared to Rs. 1,15,413.54 lakhs in
previous FY 2023-24.

On a consolidated basis, the Net Profit was
Rs.13,921.00 lakhs for FY 2024-25 as
compared to net profit of Rs. 7,865.42 lakhs for
FY 2023-24.

Background and Status of Construction
of New Green Field 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
commenced the construction of a state-of-the-
art Greenfield EV Manufacturing Facility on
150 acres of land located at Seetharampur,
Telangana.

The facility is currently partially functional and
is expected to commence full-scale operations in
due course. Once fully constructed, the factory

will have an initial production capacity of 5,000
electric vehicles, scalable up to 10,000 units. Your
Company will manufacture all its electric vehicles
(e-buses and e-tippers) at this facility. With
partial construction completed, initial production
at the new Greenfield EV Manufacturing Facility
has already begun successfully.

CONTRIBUTION TOWARDS ENVIRON¬
MENT SAFEGUARD:

Your Directors are pleased to inform you that,
through our Electric Vehicle Operations, the
Company reduced more than 2,68,000 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 31^st March,
2025.

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 10% (i.e. Rs. 0.40/- only) per equity
share of Rs. 4.00/- (Rupees Four only) each fully
paid up, for the financial year 2024-25, which if
declared in the 25^th 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 Rs. 328.32/- 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
31^st March, 2025.

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 Rs.60,00,00,000/- (Rupees Sixty
Crores Only) divided into 15,00,00,000 (Fifteen
Crores only) Equity shares of Rs. 4/- each.

The paid-up equity shares capital of the
Company as on 31^st March, 2025 is as follows:

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;

> Mr. K.V. Pradeep (DIN: 02331853),
Chairman & Managing Director of the
Company has been re-appointed as
Managing Director of the Company for a
period of 3 (Three) years w.e.f. 29^th July,
2024 and was approved by the members
by passing a special resolution in the 24^th

Annual General Meeting of the Company
held on 26th September, 2024.

> Mr. Subramaniamsundar Rajan Vangal
(DIN: 10732384) has been appointed
as an Additional Director & Independent
Director of the Company in the meeting
of Board of Directors held on 12^th August,
2024 and was approved by the members
by passing a special resolution in the 24^th
Annual General Meeting of the Company
held on 26th September, 2024.

> Mr. Pandu Ranga Vittal Elapavuluri (DIN:
10732225) has been appointed as an
Additional Director & Independent Director
of the Company in the meeting of Board of
Directors held on 12^th August, 2024 and
was approved by the members by passing
a special resolution in the 24^th Annual
General Meeting of the Company held on
26th September, 2024.

> Mr. M. Gopala Krishna (DIN: 00088454)
& Mr. B. Appa Rao (DIN: 00004309),
Independent Directors of the Company have
been retired due to completion of the second
consecutive term as Independent Directors
of the Company w.e.f. 26^th September,
2024.

In accordance with provisions of Section 152
of the Companies Act, 2013, Mr. Peketi. Rajesh
Reddy (DIN: 02758291), Whole Time Director
at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
The Board recommends the appointment of Mr.
Peketi Rajesh Reddy (DIN: 02758291) for the
consideration of the members of the Company.

Further between the end of the financial year
and date of this report the following changes
have been taken place in the composition of the
board of directors;

The Board of Directors of the Company in their
meeting held on 04th July, 2025 have;

> Appointed Mr. Puritipati Venkata Krishna
Reddy (Mr. P V Krishna Reddy- DIN:
01815061) as an Additional Director (Non-

Executive) of the Company w.e.f. 04th July,
2025 to hold office upto the date of ensuing
Annual General Meeting.

Further the Board of Directors in their
meeting held on 25^th August, 2025 have
recommended his candidature to regularize
as Director (Non-Executive and Non
Independent Category) of the Company.

> Appointed Mr. P V Krishna Reddy (DIN:
01815061) as Chairman of the Board
w.e.f. 05^th July, 2025.

> Appointed Mr. P. Rajesh Reddy (DIN:
02758291) Non- Executive Director of the
Company as Whole Time Director of the
Company w.e.f. 05^th July, 2025 subject to
approval of the members at the ensuing
Annual General Meeting of the Company.

> Accepted the resignation of Mr. K V
Pradeep (DIN: 02331853) from the position
of Chairman & Managing Director and
Director of the Company for being relieved
w.e.f close of business hours on 04th July,
2025.

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.

Brier profiles of Directors (being appointed/
re-appointed) at the forthcoming 25^th 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 31^st March, 2025.

• Mr. K.V. Pradeep, Chairman & Managing
Director

• Mr. B. Sharat Chandra, Chief Financial
Officer

• Mr. P. Hanuman Prasad, Company

Secretary & Compliance Officer

As on date of this report the following are the
Key Managerial Personnel:

• Mr. P. Rajesh Reddy, Whole Time Director
(w.e.f. 05.07.2025)

• Mr. B. Sharat Chandra, Chief Financial
Officer

• Mr. P. Hanuman Prasad, Company

Secretary & Compliance Officer

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 were
held on 05^th March, 2025 & 29^th March, 2025 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, Nine (9) Board
Meetings, Eight (8) Audit Committee, Five (5)
Nomination and Remuneration Committee,
Four (4) Stakeholders Relationship Committee,
two (2) Risk Management Committee and Two
(2) 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) In the preparation of Annual Accounts
for the Financial Year ended 31^st March,
2025 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 31^st March, 2025 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 31^st
March, 2025 have been prepared on a
going concern basis;

(e) Internal 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, 2025, 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 and Joint Venture Companies.

Further, during the year under review the
Company's stake in Evey Trans (MSR) Private
Limited which acts as a Special Purpose Vehicle
for executing the contract for the supply of 5,150
electric buses to the Maharashtra State Road

Transport Corporation (MSRTC) was reduced
from 34% to 1%. As a result, the Company
has ceased to classify Evey Trans (MSR) Private
Limited as an associate company.

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, 2025, have
been consolidated with the Financial Statements
of the Company. The Consolidated Financial
Statements of the Company for the year ended
31st March, 2025, 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.

CORPORATE SOCIAL RESPONSIBILITY

(CSR):

Pursuant to Section 135 of the Companies Act,
2013 as on 31st March, 2025, the Company
is having Corporate Social Responsibility
Committee consisting of Mr. Subramaniamsundar
Rajan Vangal (Chairman), Mr. E. Pandu Ranga
Vittal (Member) and Mr. K.V. Pradeep (Member).

As on date of this report the committee consisting
of Mr. Subramaniamsundar Rajan Vangal
(Chairman), Mr. E. Pandu Ranga Vittal (Member)
and Mr. P. Rajesh Reddy (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 31^st March,
2025 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 31^st
March, 2025. 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 31^st
March, 2025.

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 22^nd Annual General Meeting
of the Company held on 28^th September, 2022,
to hold office for a period of 5 (five) consecutive
years from the conclusion of 22^nd AGM till the
conclusion of the 27th AGM.

Statutory Auditors' Report:

The Report of the Auditors for the year ended 31st
March, 2025 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 have 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 25^th
August, 2025, 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,
2026, at a remuneration of Rs. 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 25^th 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 for the
year ended 31st March, 2025. 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.

Appointment of Secretarial Auditor:

Pursuant to the requirements of Regulation 24A
of the SEBI Listing Regulations, the Board of
Directors of the Company at their meeting held
on 25^th August, 2025, approved the appointment
of M/s. VCSR & Associates, a Peer Reviewed
Practicing Company Secretary firm, as the
Secretarial Auditor of the Company for a term
of five consecutive financial years, commencing
from FY 2025-26 up to FY 2029-30, to conduct
the Secretarial Audit, subject to the approval
of the Members at the ensuing Annual General
Meeting.

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 and E-BUS Division) for the

period 01st April, 2025 to 31st March, 2026 on
recommendation by the audit committee in the
Board Meeting held on 26^th May, 2025.

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 2024-25 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 500 Listed entities and holds the
position of 456, as per the Market Capitalization
as on 31st December, 2024. (Source: https://
www.nseindia.com/regulations/listing-
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

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 25^th 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:

The following are the material changes and
commitments affecting the financial position of
your Company which have occurred between
the end of the Financial Year 2024-25 to which
the Financial Statements relate and the date of
the Boards' Report (i.e., from 01st April, 2025
upto 25^th August, 2025).

The Board of Directors of the Company in their
meeting held on 04th July, 2025 have;

> Appointed Mr. Puritipati Venkata Krishna
Reddy (Mr. P V Krishna Reddy- DIN:
01815061) as an Additional Director (Non¬
Executive) of the Company w.e.f. 04th July,
2025 to hold office upto the date of ensuing
Annual General Meeting.

Further the Board of Directors in their
meeting held on 25^th August, 2025 have
recommended his candidature to regularize
as Director (Non -Executive and Non
Independent Category) of the Company.

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

> Appointed Mr. P. Rajesh Reddy (DIN:
02758291) Non- Executive Director of the
Company as Whole Time Director of the
Company w.e.f. 05th July, 2025 subject
to approval of the members at the ensuing
Annual General Meeting of the Company.

> Accepted the resignation of Mr. K V
Pradeep (DIN: 02331853) from the position
of Chairman & Managing Director and
Director of the Company for being relieved
w.e.f close of business hours on 04th July,
2025.

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 Compan/ 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 Companys 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,
2025, 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 2024-25.

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.

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.

During the year under review, the Company has
not done any one-time settlement with Banks or
Financial Institutions.

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/-

P V Krishna Reddy P. Rajesh Reddy

Chairman & Non Executive Whole Time Director

Director DIN:02758291

DIN: 01815061

Place: Hyderabad
Date : 25^th August, 2025