Oriana Power approved revised terms for the sale of its 74% equity stake in two subsidiaries to Leo Energies Private Limited, increasing the enterprise value to ₹488.70 crore. The Board of Directors at its meeting on June 30, 2026, authorized the execution of an amendment agreement to the Share Purchase Agreement (SPA) dated October 18, 2025. The revision accounts for additional equity infusion towards the implementation of the Battery Energy Storage System (BESS) and a revised purchase consideration.

The transaction involves the sale, transfer, and disposal of the company's entire 74% equity stake in Truere Guj SPV Private Limited and Truere Current Private Limited. This includes the assignment and transfer of loans, advances, and other receivables provided by the company to these subsidiaries. The aggregate consideration for the divestment in Truere Guj SPV Private Limited and Truere Current Private Limited will be ₹123.39 crore and ₹70.51 crore, respectively, subject to adjustments.

Revised Financial Valuation

The amendment agreement modifies the enterprise value and the number of equity shares proposed to be transferred. The revised enterprise value for the two subsidiaries stands at ₹488.70 crore, up from ₹414.30 crore as per the original SPA. Negotiations for the revision of the enterprise value for the third subsidiary are currently under discussion.

*The Enterprise Value is subject to closing adjustments as per SPA and amendment thereof.

Financial Contribution of Subsidiaries

During FY 25-26, the subsidiaries contributed significantly to the company's net worth and income. Truere Guj SPV Private Limited contributed ₹5,147.44 lakh, representing 6.55% of the net worth, while Truere Current Private Limited contributed ₹2,686.19 lakh, or 3.42%. In terms of income, Truere Guj SPV Private Limited and Truere Current Private Limited contributed ₹3,023.71 lakh and ₹3,204.23 lakh, respectively.

Transaction and Shareholder Approval

The proposed divestment will be completed in one or more tranches within the next three months, subject to the fulfilment of agreed conditions precedent. Upon completion, Truere Guj SPV Private Limited and Truere Current Private Limited will cease to be subsidiaries of Oriana Power. The buyer, Leo Energies Private Limited, formerly known as Helioact Power India 1 Private Limited, is a group entity of Actis GP LLP and is not related to the promoter group of the company.

Pursuant to Section 180(1)(a) of the Companies Act, 2013, approval of shareholders by way of a Special Resolution is required. The Board has approved the Postal Ballot Notice to seek member approval for the divestment, which will be submitted to the stock exchanges in due course. The transaction is not a related party transaction and will be conducted at arm's length.

Oriana Power disclosed that its promoters have created a Non-Disposal Undertaking (NDU) over 52,82,979 equity shares, representing 26.00% of the paid-up equity share capital of the company. The undertaking was created in two tranches on June 19, 2026 and June 22, 2026, covering 17,60,993 equity shares held by each promoter. The NDU ensures that the promoters retain the said shareholding and do not transfer, pledge, or otherwise dispose of these shares during its subsistence, aligning their interests with the long-term commitment to the company and its stakeholders.

The disclosure was submitted to the National Stock Exchange of India Limited on June 26, 2026. The company clarified that the Non-Disposal Undertaking does not constitute a pledge on the equity shares. The promoters involved in this undertaking are Mr. Rupal Gupta, Mr. Parveen Kumar, and Mr. Anirudh Sarswat.

Promoter Shareholding Details

The following table details the shares covered under the Non-Disposal Undertaking:

The filing was submitted by Tanvi Singh, Company Secretary & Compliance Officer of Oriana Power. The company's registered office is located in Nehru Place, New Delhi, and its corporate office is in Sector 125, Noida.