The Board of Directors is pleased to present the
First Annual Report following the migration of
Insolation Energy Limited (“the Company" or
“INA”) from the SME Platform to the Main Board,
being the 11th Annual Report of the Company,
for the financial year ended 31st March 2026. This
Report highlights the Company''s operational
and financial performance during the year
under review, together with the Audited
Standalone and Consolidated Financial
Statements and other statutory disclosures, in
compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)

KEY FINANCIAL HIGHLIGHTS OF THE YEAR

The Company delivered a strong financial
performance during the financial year 2025-26,
achieving significant growth across all key
financial parameters. The key operational and
consolidated financial highlights are as follows:-

Revenue: The company reported a total revenue
of ^ 2,163.52 Crores, a substantial increase of
61.02% year on year basis compared to ^ 1,343.62
Crores in the previous year.

Regulations, 2015.

FINANCIAL SUMMARY

The Audited Financial Statements of your
Company as on 31st March, 2026, are prepared in
accordance with the relevant applicable Indian
Accounting Standards (“Ind AS”) and Regulation
33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and the provisions of the
Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted
below:

EBITDA: The company’s EBITDA saw a
remarkable growth of 76.50%, rising to ^ 304.62
Crores from ^ 172.58 Crores year on year basis.

Profit After Tax (PAT): Profit after tax
experienced an extraordinary increase of59.75%,
soaring to ^ 200.63 Crores from ^ 125.59 Crores
year on year basis.

Earnings Per Share (EPS): Basic Earnings Per
Share (EPS) increased to ^ 9.10 per equity share

from ^ 5.93 per equity share in the previous
financial year, reflecting enhanced value
creation for shareholders.

LISTING

During the financial year 2025-26, the company
achieved a significant corporate milestone. On
09th March, 2026, the Company has successfully
migrated its 22,03,94,625 (Twenty Two Crores
Three Lakhs Ninety Four Thousand Six Hundred
and Twenty Five) fully paid-up equity shares of ^
1/- each from the SME Platform of BSE Limited to
the Main Board of BSE Limited and
simultaneously obtained direct listing on the
Capital Market Segment (Main Board) of
National Stock Exchange of India Limited
(“NSE”).

This landmark achievement reflects the
company’s consistent financial performance,
strong corporate governance standards,
enhanced compliance framework, and growing
confidence of investors and stakeholders. The
migration to the Main Board marks an
important step in the Company’s growth
journey and is expected to enhance the
Company’s visibility, liquidity, market
capitalization, and access to a wider investor
base, including institutional investors.

The listing on the Main Board of both premier
stock exchanges in India further reinforces the
Company’s commitment towards long-term
value creation, transparency, and sustainable
growth.

STATE OF THE AFFAIRS OF THE COMPANY
AND FUTURE OUTLOOK

The company is a leading manufacturer of high-
efficiency solar photovoltaic (PV) modules,
offering advanced technologies such as Mono
PERC and N-Type TOPCon. At the forefront of
India’s solar transformation, the company
delivers next-generation TOPCon, bifacial, and
monofacial solar panels, powered by innovation
and a commitment to uncompromising quality.
Our state-of-the-art manufacturing facilities
integrate AI and robotics to ensure precision,
efficiency, and reliability in every module
produced.

The company envisions a future where clean
energy becomes a way of life-empowering
homes, businesses, industries, and solar farms
with accessible, sustainable, and high-
performance solar solutions. Our strong
industry presence is built on trust and consistent
performance, supported by 1000 channel
partners across 250 districts. Today, we serve
more than 40,000 customers, ensuring wide
accessibility and strong market reach.

The company offers end-to-end solar solutions,
covering consultation, system design,
installation, and ongoing maintenance
delivering seamless support across residential,
commercial, industrial, and utility-scale
applications. Our products are manufactured
using high-performance, top-tier equipment,
ensuring durability, efficiency, and long-term
reliability. We comply rigorously with global and
domestic quality standards, including ISO, UL,
IEC, ALMM, CE, TUVNORD and BIS certifications.
Designed for all-weather performance, our solar
systems are easy to install, cost-effective, and
engineered to deliver optimal efficiency across
diverse applications.

The company continues to strengthen its
position as a key player in India’s renewable
energy ecosystem. Our expansion is supported
by strong demand across utility-scale, rooftop,
EPC, government, and channel partner
segments, ensuring diversified revenue streams
and reduced customer concentration risk.

As of financial year 25-26, the company operates
a module manufacturing capacity of 5.5 GW. Our
PAN-India distribution network continues to
expand, supported by deep engagement with
channel partners and customers across key
markets.

The company continues to enhance our
technological capabilities through advanced
manufacturing of high-efficiency modules,
including TOPCon M12R, and TOPCon G12R
technologies. Strategic partnerships across
technology, engineering, and equipment
suppliers further strengthen our execution
ecosystem and ensure timely project delivery.

To maintain top-of-mind recall, INA has
partnered with the Lucknow Super Giants IPL
team as their official solar partner. Additionally,
the Company collaborates with EPC contractors
for independent power producer (IPP) projects,
enhancing its credibility as a dependable solar
component supplier. INA’s government channel
sales are executed through empanelled EPC
contractors, enabling it to serve multiple market
segments through a diversified distribution
strategy.

The Company’s subsidiary, Insolation Green
Infra Private Limited, focuses on the execution of
solar EPC projects including KUSUM
Components A and C, solar parks, O&M services,
and rooftop installations. The Company has a
healthy pipeline of KUSUM projects.

TRANSFER TO RESERVES & SURPLUS

During the period under review, the Board of
Directors (“the Board") of the company has
decided to retain the entire amount of net profit
in the Reserves & Surplus.

DIVIDEND

Although, Financial Year 2025-2026 was a
profitable year for the Company, given that the
Company is still in the growth phase, the Board
plans to re-invest the profits back into the
Company to support its growth objectives and
does not recommend any dividend for the
financial year ended 31st March, 2026.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(‘SEBI Listing Regulations’), the Board had
formulated a Dividend Distribution Policy (‘the
Policy’). The policy is available on Company’s
website and can be accessed at the link
https://insolationenergy.in/investors/policy

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (“IEPF”)

During the period under review, your Company
does not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore,
there were no funds that were required to be

transferred to the Investor Education and
Protection Fund (IEPF).

CHANGE IN NATURE OF BUSINESS

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

DEPOSITS

During the year under review, the Company has
not accepted any deposit falling within the
ambit of Section 73 to 76 of the Companies Act,
2013, and the Companies (Acceptance of
Deposits) Rules, 2014 as amended from time to
time. The company has not accepted any
deposits in earlier years, as such question of
unpaid or unclaimed deposits and default in
repayment does not arise.

SHARE CAPITAL
Authorised Share Capital

The Company’s authorized capital remained
unchanged during the financial year. As on 31st
March, 2026, it stands at T 27,00,00,000/- (Twenty
Seven Crores) divided into T 27,00,00,000
(Twenty Seven Crores) equity shares of the face
value of T 1/- (one) each.

Paid-Up Share Capital

During the financial year 2025-26, the Company
allotted 51,625 (Fifty One Thousand Six Hundred
Twenty Five) fully paid-up equity shares of face
value T1/- (one) each pursuant to the exercise of
stock options by eligible employees of the
Company and its subsidiaries under the
Insolation Energy Employee Stock Option Plan,
2024. As a result, your Company’s issued and
paid-up equity share capital of the Company
stands increased from T 22,03,43,000 (Twenty
Two Crores Three Lakhs Forty Three Thousand)
divided into 22,03,43,000 (Twenty Two Crores
Three Lakhs Forty Three Thousand) equity
shares of the face value of T 1/- each to T
22,03,94,625 (Rupees Twenty Two Crores Three
Lakhs Ninety Four Thousand Six Hundred
Twenty Five) divided into 22,03,94,625 (Twenty
Two Crores Three Lakhs Ninety Four Thousand
Six Hundred Twenty Five) equity shares of the
face value of T 1/-(one) each.

MONITORING AGENCY REPORT AND DETAILS
OF DEVIATION(S) OR VARIATION(S) IN THE
USE OF PROCEEDS OF ISSUE, IF ANY

Pursuant to Regulation 162A of the SEBI (Issue of
Capital and Disclosure Requirements)
Regulations, 2018 and Regulation 32 of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, CARE Ratings
Limited has been the Monitoring Agency for
monitoring the utilization of proceeds from the
funds raised through the Preferential issue of
equity shares of the Company. The Monitoring
Agency Reports submitted on a quarterly basis
were periodically reviewed by the Audit
Committee and the Board of Directors and were
duly disseminated to the Stock Exchanges as
required under the applicable regulations. The
Company confirms that the utilization of
proceeds from the funds raised through the
Preferential issue of equity shares of the
Company was in accordance with the objects
stated in the Prospectus and there was no
deviation or variation in the utilization of the
proceeds during the financial year under review.

CREDIT RATING

The Company’s financial discipline and
prudence is reflected in the strong credit ratings
ascribed by rating agencies. The details of credit
ratings are disclosed in the Corporate
Governance Report, which forms part of the
Annual Report.

RISK MANAGEMENT AND POLICY

The Company recognizes that risk is an integral
and inevitable part of the business and is fully
committed to manage the risks in a proactive
and efficient manner. The Company has a
disciplined process for continuously assessing
the risks in the internal and external
environment along with minimizing the impact
of risks. The Company incorporates the risk
mitigation steps in its strategy and operating
plans. The objective of the risk management
process in the Company is to enable value
creation in an uncertain environment, promote
good governance, address stakeholder’s
expectations proactively and improve
organizational resilience and sustainable
growth.

The Company regularly identifies the
uncertainties and after assessing them, devises
short-term and long term actions to mitigate
any risk, which could materially impact the
Company’s long-term plans. Mitigation plans for
significant risks are well integrated with
business plans and are reviewed on a regular
basis by the management of the Company. The
Company periodically reviews and improves the
adequacy and effectiveness of its risk
management systems considering rapidly
changing business environment and evolving
complexities. In compliance with Regulation 21
of the SEBI LODR Regulations, a Risk
Management Committee has been constituted
by the Board and is entrusted with roles and
powers as specified in Part D of Schedule II of
SEBI LODR Regulations. The Committee
periodically reviews and improves the adequacy
and effectiveness of its risk management
systems considering rapidly changing macro
environment, evolving compliances and
business complexities.

The Company had already adopted a Risk
Management Policy. The said Policy is uploaded
on the website of the Company at
https://insolationenergy.in/investors/policy

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been following its
core philosophy of serving society ever since its
inception. Your Company has a comprehensive
CSR Policy outlining programmes, projects and
activities that your Company undertakes to
create a significant positive impact on identified
stakeholders. All these programmes fall within
the purview of Section 135 read with Schedule VII
of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules,
2014. The Corporate Social Responsibility Policy
(''CSR Policy'') of your Company, is available on
your Company’s website and can be accessed at
https://insolationenergy.in/investors/policy

The Board of Directors of the Company had
constituted the Corporate Social Responsibility
Committee of the Board of Directors, which
performs the roles and functions as mandated
under the provisions of Companies Act, 2013 and

such other matters as prescribed by the Board of
Directors from time to time.

The company had undertaken CSR activities in
the areas of education, eradicating hunger,
poverty and malnutrition, promoting health
care including preventive health care for the
financial year 2025-26.

The Annual Report on Corporate Social
Responsibility Activities, as required under
Section 135 of the Companies Act, 2013 read the
Companies (Corporate Social Responsibility
Policy) Rules, 2014, is annexed herewith as
Annexure - I to this Report

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relevant details of energy
conservation, technology absorption, and
foreign exchange earnings and outgo are
attached as Annexure - II to this Report.

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions with
the related parties that were entered by the
Company during the Financial Year 2025-26
were in the Ordinary Course of the Business and
on Arm’s Length basis. All the transactions with
related parties are placed before the Audit
Committee for its approval. An omnibus
approval from the Audit Committee is obtained
for the related party transactions which are
repetitive in nature. There have been no
materially significant related party transactions
between the Company and the Directors, the
management, the subsidiaries or the relatives
except for those disclosed in the financial
statements. Accordingly, particulars of contracts
or arrangements with related parties referred to
in Section 188(1), along with the justification for
entering into such contracts or arrangements
are disclosed in the financials.

Therefore, the disclosure of the Related Party
Transactions as required under Section 134(3)(h)
of the Act in Form AOC-2 is attached as

Annexure - III.

Further, in terms of Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) (Amendment)
Regulations, 2018, the transactions with
person/entity belonging to the promoter/
promoter group holding 10% or more
shareholding in the Company are disclosed in
the Financials of the company forming part of
the Annual Report.

The Policy relating to Related Party Transactions
of the company is available on the website of the
companyhttps://insolationenergy.in/investors/p
olicy

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the
Nomination and Remuneration Committee, laid
down a Nomination & Remuneration Policy for
selection and appointment of the Board of
Directors, Key Managerial Personnel and Senior
Management and their remuneration.

The Policy broadly lays down the guiding
principles, philosophy and the basis for payment
of remuneration to Executive and Non¬
Executive Directors (by way of sitting fees), Key
Managerial Personnel and Senior Management.

The policy also provides the criteria for
determining qualifications, positive attributes
and Independence of Director and criteria for
appointment and removal of Board of Directors,
Key Managerial Personnel / Senior Management
and performance evaluation which are
considered by the Nomination and
Remuneration Committee and the Board of
Directors.

The Policy sets out a framework that assures fair
and optimum remuneration to the Board of
Directors, Key Managerial Personnel, Senior
Management Personnel such that the
Company’s business strategies, values, key
priorities and goals are in harmony with their
aspirations. The policy lays emphasis on the
importance of diversity within the Board,
encourages diversity of thought, experience,
background, knowledge, ethnicity and
perspective etc. The policy is directed towards
rewarding performance, based on review of
achievements. It is aimed at attracting and
retaining high calibre talent. The Board reviews
and carries out the necessary amendments in
the Policy from time to time. The Policy relating
to Nomination & Remuneration of the company
is available on the website of the company
https://insolationenergy.in/investors/policy

DETAILS OF SUBSIDIARY, JOINT VENTURES
AND ASSOCIATE COMPANY

As on 31st March, 2026, the Company has 1 (One)
Wholly Owned Subsidiary, 6 (Six) Subsidiaries, 5
(Five) Associate Company and 77 (Seventy-
Seven) Step Down Subsidiaries.

The details are as under:

d) Step-Down Subsidiaries

As on 31st March, 2026, the Company has
seventy-seven (77) Step-down Subsidiaries,
established for the development,
implementation and operation of solar energy

a) Wholly Owned Subsidiary
Insolation Green Energy Private Limited

Insolation Green Energy Private Limited is the
Wholly Owned Subsidiary of the Company and is
engaged in the business of Solar PV Module
manufacturing, Services and other allied
activities.

During the financial year 2025-26, the Company
achieved a total income of ^2164.50 Crores and
reported a net profit of TI91.17 Crores.

b) Subsidiary Companies

The company has the following subsidiary
companies, which are primarily engaged in the
development, erection, installation,
establishment, construction, operation,
maintenance of solar power plants and
implementation of renewable energy projects
and are presently in various stages of project
development and commercial implementation:

projects. These entities have been established as
Special Purpose Vehicles (SPVs) to undertake
solar energy projects across various locations.
The details of these seventy-seven (77) Step-
down Subsidiaries are as follows:-

Pursuant to Section 129(3) of the Act, a
statement containing salient features of the
financial statement of subsidiaries and
associate companies are enclosed as Annexure
IV in form AOC- 1.

The financial statements of the Company, along
with the relevant documents and separate
audited accounts in respect of subsidiaries, are
available on the website of the Company at
https://insolationenergy.in/investors/financial-
information

During the financial year 2025-26, there has
been no material change in the nature of the
business of the subsidiaries and associate
companies except as disclosed in this Annual
Report.

MATERIAL SUBSIDIARY

Insolation Green Energy Private Limited is the
material subsidiary of the Company as per the
thresholds laid down under the Listing
Regulations for the financial year 2025-26. The
Board of Directors of the Company have
approved a Policy for determining material
subsidiaries which is in line with the Listing
Regulations as amended from time to
time. The Policy can be accessed at
https://insolationenergy.in/investors/policy

BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNELa) Board of Directors

a) As on 31st March, 2026, the Board of the
Company consists of Ten members, two of
whom are Executive Directors, three Non-

Executive Directors and five Independent
Directors including one Women Independent
Director.

b) During the financial year 2025-26, the Board
met 6 (Six) times. The details of the composition
of Board of directors, meetings of the Board,
attendance of Directors are provided in the
Corporate Governance Report forming part of
this Annual Report.

b) Appointment of Directors/Cessation

c) During the year under review and between
the end of the financial year and date of this
report, following are the changes in Board of
Directors and Key Managerial Personnel of the
Company.

d) Due to the sad demise of Late Mr. Kuljit Singh
Popli (DIN: 01976135), Independent Director of
the Company, on 18th April 2025, he ceased to
hold office as an Independent Director with
effect from the said date.

e) Dr. Subir Bikas Mitra (DIN: 08321265) was
appointed as Independent Director of the
Company w.e.f. 14th July, 2025 for a term of five
consecutive years from the date of
appointment. The same was approved by the
members of the Company by special resolution
passed on 04th July, 2025 through Postal Ballot.

f) Mr. Rajiv Jain (DIN: 11247215) was appointed as
Independent Director of the Company w.e.f. 10th
October, 2025 for a term of five consecutive years
from the date of appointment. The same was
approved by the members of the Company by

special resolution passed on 28th November,
2025 through Postal Ballot.

g) Mr. Shreemat Pandey (DIN: 00411662) was
appointed as Independent Director of the
Company w.e.f. 05th February, 2026 for a term of
five consecutive years from the date of
appointment. The same was approved by the
members of the Company by special resolution
passed on 17th April, 2026 through Postal Ballot.

h) Subsequent to the closure of financial year,
Mrs. Pallavi Mishra (DIN: 06957894) ceased to be
a member of the Board of Directors of the
company w.e.f. 30th June, 2026, due to her
professional commitments elsewhere.

The Board is of the opinion that the
Independent Directors of the Company possess
requisite qualifications, experience and
expertise (including the proficiency) and hold
highest standards of integrity.

DECLARATION BY INDEPENDENT DIRECTORS
AND STATEMENT ON COMPLIANCE OF CODE
OFCONDUCT

All Independent Directors have given requisite
declarations under Section 149 (7) of the
Companies Act 2013, confirming that they meet
the criteria of independence as specified under
Section 149 (6) of the Companies Act, 2013 read
with rules framed thereunder and Regulation 16
(1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as
amended. All Independent Directors have
confirmed that they are not aware of any
circumstance or situation which exists or may be
reasonably anticipated, that could impair or
impact their ability to discharge their duties with
an objective of independent judgment and
without any external influence. Further, as
required under section 150 (1) of the Companies
Act, 2013 they have registered themselves as
Independent Directors in the independent

c) Retirement by Rotation

i) Pursuant to provisions of Section 152(6) of the
Companies Act, 2013 and Articles of Association
of the Company, Mrs. Ekta Jain (DIN: 09409513),
and Mr. Manish Gupta (DIN: 02917023) would
retire by rotation at the forthcoming AGM and
being eligible, have offered themselves for re¬
appointment. The Board recommends their re¬
appointment for the consideration of the
Members of the Company at the forthcoming
AGM and same have been mentioned in the
Notice convening the forthcoming AGM.

d) Key Managerial Personnel (“KMP”)

j) Pursuant to provisions of Section 203 of the
Act, the Key Managerial Personnel (‘KMPs’) of
the Company as on 31st March, 2026 are:-
director data bank.

The Independent Directors of the company have
complied with the Code for Independent
Directors as prescribed in Schedule IV to the
Companies Act 2013. In the opinion of the Board,
the Independent Directors of the Company
including the Independent Directors appointed
during the year possess the requisite expertise
and experience and are persons of high integrity
and repute and fulfills the conditions specified
in the Companies Act, 2013 read with Rules
made thereunder and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and are eligible &
independent of the management. List of key
skills, expertise and competencies of the Board,
including the Independent Directors, forms a
part of the Corporate Governance Report of this
Annual Report.

A detailed overview of the key skills, expertise
and core competencies of the Board, including
the Independent Directors, is provided within
the Corporate Governance Report which forms
part of the Annual Report 2025-26.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

During the year under review and pursuant to
Schedule IV of the Companies Act, 2013 and the
Rules made thereunder and Regulation 25(3) of
the Listing Regulations, the Independent
Directors of the Board met, without the
presence of any Non-Independent Director
and/or Management Representative, on 12th
February, 2026 to inter-alia discuss the
following:-

k) Review of performance of Non-Independent
Directors;

l) Review of performance of Board as a Whole;

m) Review of Performance of the Chairperson
of the Company, taking into account the views of
Executive

n) Directors and Non-Executive Directors; and

o) 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.

INDUCTION AND FAMILIARISATION
PROGRAMME

A letter of appointment together with an
induction kit is provided to Independent
Directors at the time of their appointment,
setting out their roles, functions, duties and
responsibilities. In terms of the Listing
Regulations, the terms and conditions of
appointment of Independent Directors are
available on your Company’s website.
Familiarisation programmes for the
Independent Directors generally forms part of
the Board process. Board and Committees are
updated on business performance; operating
results; risk management and mitigation plans;
efforts and initiatives around environment and
sustainability; management outlook on
business; economic / industry developments,
among others. Directors also interact with the
Statutory and the Internal Auditors of your
Company. They are also regularly kept informed
of other regulatory changes and corresponding
impact on your Company. The details of
familiarisation programme imparted to
Directors is available on your Company’s website

at

https://insolationenergy.in/investors/corporate-

announcements

RE-APPOINTMENT OF INDEPENDENT
DIRECTOR

During the financial year 2025-26 under review,
no Independent Director was re-appointed
upon the expiry of the first term of five
consecutive years.

BOARD MEETING

During the financial year 2025-26, Six (6) Board
Meetings were held on 15th May 2025, 26th May
2025, 14th August, 2025, 23rd October, 2025, 14th
November, 2025 and 12th February, 2026. The
gap between any two meetings did not exceed
120 days and attendance thereat are provided in
the corporate governance report forming part of
the Annual Report 2025-26.

PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES & INDIVIDUAL DIRECTORS

In terms of requirements of the provisions of
Companies Act, 2013, the Nomination and
Remuneration Committee of the Board of
Directors of the Company specified the manner
for effective evaluation of the performance of
the Board of Directors including independent
Directors. Based on the same, the Board carries
out an annual evaluation of its own
performance, and the performance of its
Committees, Individual Directors including
Independent Directors. The performance of the
Board is evaluated by the Board based on criteria
such as Board composition and structure,
effectiveness of Board processes, Board
strategy, Board and Management relation etc.
The performance of Committees is evaluated by
the Board on the basis of criteria such as
composition of Committees, effectiveness of
Committee working, independence, etc. The
Board evaluates the performance of individual
Directors on the basis of criteria such as
attendance and contribution of Director at
Board/Committee Meetings, adherence to
ethical standards and code of conduct of the
Company, time devoted to in Board functioning,
Extent of diversity in the knowledge and related
industry expertise, etc.

COMMITTEES OF THE BOARD

As on 31st March, 2026, pursuant to the
requirement of the Companies Act, 2013 and the
Listing Obligations and Disclosure
Requirements) Regulations, 2015, (“Listing
Regulations") the Board of Directors had the
following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The committees play a crucial role in the
governance structure of the Company as they
deal with specific matters of the Company that
needs a closer review and are governed by their
terms of reference. During the year under
review, all recommendations made by the
various committees were accepted by the
Board. Further the minutes of the meetings of all
committees of the Board are placed before the
Board of directors for noting.

A detailed update on the composition, re¬
constitution and number of meetings,
attendance, and terms of reference of above
mentioned Committees are provided in the
section Corporate Governance Report forming
part of this Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Anil
Kumar Gupta (DIN: 03573328) as chairman, Mr.
Akhilesh Kumar Jain (DIN: 03466588, Dr. Subir
Bikas Mitra (DIN: 08321265) and Mr. Shreemat
Pandey (DIN: 00411662) as other Members. More
details are given in the Corporate Governance
Report. All the recommendations made by the
Audit Committee were accepted by the Board.

AUDITORS & REPORTS OF THE AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the
Act, M/s. Badaya & Co., Chartered Accountants
(Firm Registration No. 006395C) was appointed
as the Statutory Auditors of the Company, by the
members of the Company at the 06th Annual
General Meeting (“AGM") held on 11th October

2021 for a period of five (5) consecutive years, to
hold the office from the conclusion of the 06th
AGM held in the year 2021 till the conclusion of
11th AGM of the Company to be held in the year
2026.

The existing term of M/s. Badaya & Co. going to
be expire in upcoming annual general meeting,
the Board of Directors, based on the
recommendation of the audit committee, at its
meeting held on 26th May, 2026, has approved
the appointment of M/s. ARS & Company
Chartered Accountants, (Firm Registration No.:
009406C) in place of M/s. Badaya & Co.,
Chartered Accountants (Firm Registration No.
006395C) as statutory auditors of the company
for consecutive terms of 5 (five) years i.e. from
the conclusion of 11th AGM till the conclusion of
16th AGM of the Company, subject to the
approval of members of the company in the
forthcoming AGM of the company.

The Company has received the requisite
consent, eligibility certificate and confirmation
from M/s. ARS & Company, Chartered
Accountants, to the effect that their
appointment, if approved by the Members, shall
be in accordance with the provisions of Sections
139, 141 and other applicable provisions of the
Companies Act, 2013, read with the Companies
(Audit and Auditors) Rules, 2014.

The Statutory Auditors'' Report provided by M/s.
Badaya & Co., Chartered Accountants forms part
of this Annual Report. The Statutory Auditor''s
report does not contain any qualification,
reservation or adverse remark for the year under
review and does not call for any further
comments by the Board of Directors.

b) Secretarial Auditors

In terms of provisions of Section 204 of the Act
and Regulation 24A of Listing Regulations, M/s.
Bhawika Ramnani & Co., Practicing Company
Secretaries (Firm Registration No.
S2023RJ949100), were appointed as Secretarial
Auditors of the Company, in the Annual General
Meeting held on 29th September, 2025, for a
term of 5 (five) consecutive years commencing
from 1stApril, 2025, till 31st March, 2030. They

have submitted their Secretarial Audit report for
the Financial Year 2025-26 in the prescribed
format and the same is enclosed at Annexure - V.

There are no qualification, reservation or adverse
remark in the Secretarial Audit Report of the
Company for the Financial Year ended 31st
March, 2026 and hence, does not call for any
further comments in terms of the provisions of
Section 134 of the Companies Act, 2013.

c) Internal Auditor and Auditors’ Report

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Board of Directors of
the Company appointed M/s. ARS & Co.,
Chartered Accountants (Firm Reg No. 009406C)
as the Internal Auditors of the Company to
conduct the Internal Audit of the Company for
the financial year 2025-26. During the year under
review, the Internal Auditors conducted
quarterly audits of various functions and
activities across the Company. The audits were
aimed at evaluating the effectiveness of internal
controls, risk management, and governance
processes.

Based on the recommendation of the audit
committee, the Board of Directors, at its
meeting held on 26th May, 2026, appointed M/s.
RBSN & Co., Chartered Accountants (Firm
Registration No. 019015C), as Internal Auditors, to
conduct the Internal Audit of the Company,
pursuant to the provisions of Section 138 of the
Companies Act, 2013 for the financial year 2026¬
27.

d) Cost Auditor and Cost Audit

The Company is required to maintain cost
records as specified by the Central Government
under sub-section (1) of Section 148 of the
Companies Act, 2013 and accordingly such
accounts and records are made and maintained
by the Company.

During the year under review, the Company has
filed the Cost Audit Report for the financial year
2024-25 as received from the Cost Auditors and
there was no qualification(s) or adverse
remark(s) in the Cost Audit Report, which

require any clarification/explanation. Further,
the Cost Auditors are in the process of
conducting the audit of cost records for year
2025-26 and shall submit their report in due
course.

In terms of the provisions of section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit) Amendment Rules,
2014, on the recommendation of the Audit
Committee, the Board of Directors of the
Company have appointed M/s. Deepak Mittal &
Co., Cost Accountants, (Firm Registration No.
003076) to conduct the cost audit for the
financial year ending 31st March, 2027. The
remuneration payable to the Cost Auditor is
required to be ratified by the members in the
General Meeting accordingly a resolution for
seeking Member''s ratification for the
remuneration payable to M/s. Deepak Mittal &
Co., Cost Accountants, (Firm Registration No.
003076), forms part of the Notice of the ensuing
11th Annual General Meeting.

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the Auditors of
the Company have not identified and reported
any fraud as specified under the second proviso
of Section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 134(3) (a) and Section 92 (3)
of the Companies Act, read with the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company is available
on the website of the Company at
https://insolationenergy.in/investors/corporate-
announcements

EMPLOYEE STOCK OPTION PLAN

The Company has introduced the Insolation
Energy Employee Stock Option Plan 2024
(“ESOP 2024") primarily with a view to motivate
key employees of the Company, its subsidiaries/
holding company/ group companies including
associate companies for their contribution to
the corporate growth on sustained basis, to
create an employee ownership culture, to retain
the best talent in the competitive environment
and to encourage them in aligning individual

goals with that of the Company’s objectives, and
to attract, motivate, retain talent, and reward
loyalty. Pursuant to the Resolution of the Board
of Directors dated 3rd February, 2024, and the
Shareholders’ Resolution dated 4th March, 2024
the Company has instituted Insolation Energy
Employee Stock Option Plan 2024 (“ESOP
2024"). Further, the Board of Directors resolution
dated 17th May, 2024 and Shareholders’
Resolution dated 17th June, 2024, the benefit of
ESOP 2024 has been extended to permanent
employees of subsidiary / associate / group /
holding company(ies) if any, of the Company,
whether working in India or outside India, and
the future subsidiary/associate/group/holding
companies of the Company, if any. The ESOP
2024 is in compliance with the Securities and
Exchange Board of India (Share Based
Employee Benefits and Sweat Equity)
Regulations, 2021. The Insolation Energy
Employee Stock Option Plan 2024 was
established for the grant of a upto 2,00,000 (Two
Lakh) Options in one or more tranches to the
eligible employees of the Company
subsidiary/associate/group/holding
company(ies) if any, at the exercise price.
Pursuant to the subdivision/split of Company
equity shares, and in accordance with Clause 3.5
of the Plan, the originally sanctioned 2,00,000
options have been adjusted and converted into
20,00,000 (Twenty Lakh) options. The Company
has received In-Principle Approval from BSE
Limited and National Stock Exchange Board of
India (the “Designated Stock Exchange") on 19th
June, 2024 and 29th June, 2026 respectively for
the issuance of stock options under ESOP 2024.
With regard to the above, the necessary
disclosures as stipulated under the Securities
and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity)
Regulations, 2021 and the Companies Act, 2013
as on 31st March, 2026 is provided in Annexure -
VI to this report. The details are also available on
the website of the Company at the weblink:
https://insolationenergy.in/investors/policy

PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED UNDER SECTION
186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made,
guarantees given and securities covered under
section 186 of the Companies Act, 2013 read with
the Companies (Meetings of the Board and its
Powers) Rules, 2014, as amended from time to
time, forms part of the notes to the Financial
Statements of the company read together with
notes annexed and forms an integral part of the
financial statements.

LOAN FROM DIRECTORS OR DIRECTOR’S
RELATIVE

The Company has not taken any loans from
Directors or their relatives during the year under
review.

PARTICULARS OF REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

Disclosures pertaining to remuneration and
other details as required under section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 as amended from time to time are annexed
at Annexure - VII and form a part of this Report.
Particulars of the employee as required under
Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms part
of this Report. However, in pursuance of Section
136(1) of the Companies Act, 2013, this report is
being sent to the shareholders of the Company
excluding the said remuneration. A statement
showing the names and other particulars of the
employees drawing remuneration over the
limits set out in the said Rules forms part of this
Report. The said information is available for
inspection at the registered office of the
Company during working hours up to the date
of the Annual General Meeting. Any member
interested in obtaining such information may
write to the Company Secretary and the same
will be furnished on request. Mr. Manish Gupta,
(DIN: 02917023), Chairman & Whole Time
Director and Mr. Vikas Jain, (DIN: 00812760),
Managing Director of the Company, also receive
the remuneration from Insolation Green Energy
Private Limited, Wholly Owned Subsidiary of the

Company.

INTERNAL FINANCIAL CONTROLS, THEIR
ADEQUACY AND RISK MANAGEMENT

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 timely preparation of
reliable financial information.

The company has an Internal Control System
commensurate with the size, scale and
complexity of its operations, ensuring that all the
assets are safeguarded and protected against
loss from unauthorized use or disposition, and
that the transactions are authorized, recorded
and reported correctly. These controls are
supported by Internal Audits, Management
reviews and documented policies, guidelines
and procedures. These controls are designed to
ensure that the financial and other records are
reliable for preparing financial information and
other reports and for maintaining regular
accountability of the Company’s assets. Internal
Financial Controls of the Company are adequate
with reference to the Financial Statements and
operating effectively.

The company recognizes that risk is an integral
and inevitable part of the business and is fully
committed to manage the risks in a proactive
and efficient manner. The Company has a
disciplined process for continuously assessing
the risks in the internal and external
environment along with minimizing the impact
of risks. The Company incorporates the risk
mitigation steps in its strategy and operating
plans. The objective of the risk management
process in the Company is to enable value
creation in an uncertain environment, promote
good governance, address stakeholder’s
expectations proactively and improve
organizational resilience and sustainable
growth.

The company regularly identifies the

uncertainties and after assessing them, devises
short-term and long-term actions to mitigate
any risk, which could materially impact the
Company’s long-term plans. Mitigation plans for
significant risks are well integrated with
business plans and are reviewed on a regular
basis by the management of the Company. The
Company periodically reviews and improves the
adequacy and effectiveness of its risk
management systems considering rapidly
changing business environment and evolving
complexities.

In compliance with Regulation 21 of the SEBI
LODR Regulations, a Risk Management
Committee has been constituted by the Board
and is entrusted with roles and powers as
specified in Part D of Schedule II of SEBI LODR
Regulations. The committee periodically
reviews and improves the adequacy and
effectiveness of its risk management systems
considering rapidly changing macro
environment, evolving compliances and
business complexities.

During the year under review, no material
weakness in the design or operation of internal
financial controls was observed. The Risk
Management Policy can be accessed at
https://insolationenergy.in/investors/policy

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are
the principal assets and that its continued
growth is dependent upon the ability to attract
and retain quality people. The Company also
recognizes the importance of providing training
and development opportunities to its people to
enhance their skills and experiences, which in
turn enables the company to achieve its
business objectives. The morale of employees
continued to remain high during the year
contributing positively to the progress of the
Company. However, aspirations of employees in
Company remain to be high. This is a challenge
as only growth can fulfill these aspirations and in
today’s market scenarios one has to perform
extraordinarily to achieve growth.

The Company has always provided a congenial
atmosphere for work to all sections of the

society. Your Company is committed to respect
universal human rights. To that end, the
Company practices and seeks to work with
business associates who believe and promote
these standards. The Company is committed to
provide equal opportunities at all levels, safe and
healthy workplaces and protecting human
health and environment. The Company provides
opportunities to all its employees to improve
their skills and capabilities. The Company’s
commitment extends to its neighboring
communities to improve their educational,
cultural, economic and social well-being.

Your Company is an equal opportunity employer
and does not discriminate on the grounds of
race, religion, nationality, ethnic origin, colour,
gender, age, citizenship, sexual orientation,
marital status or any disability not affecting the
functional requirements of the position held.

VIGIL MECHANISM & WHISTLE BLOWER

The Company has adopted a Whistle Blower
Policy, to provide a formal mechanism to the
Directors and employees to report their
concerns about unethical behavior, actual or
suspected fraud or violation of the Company’s
Code of Conduct and instances of leakage of
unpublished price sensitive information. The
policy provides for adequate safeguard against
victimisation of employees who utilizes the
mechanism and also provides for direct access
to the Chairman of the Audit Committee in

The company has complied with the provision
relating to the constitution of the Internal
Complaints Committee under the Sexual
Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act,
2013.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the financial year under review, there

exceptional cases. It is affirmed that no
personnel has been denied access to the Audit
Committee. The Whistle Blower Policy is placed
on the website of the Company, accessible at the
link https://insolationenergy.in/investors/policy

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Our Company is an equal opportunity provider
and believes in providing opportunity and key
positions to women professionals. At the same
time, it has been an Endeavour of the Company
to support women professionals through a safe,
healthy, and conducive working environment by
creating and implementing proper policies to
tackle issues relating to safe and proper working
conditions for them. The Company has zero
tolerance towards sexual harassment of Women
at the workplace and has adhered to the
provisions and adopted a policy on prevention,
prohibition, and redressal of sexual harassment
of Women at the Workplace in accordance with
the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013 and the rules there
under. The following is the summary of Sexual
Harassment Complaints received and disposed
during the Financial Year 2025-26.

The following is the summary of Sexual
Harassment Complaints received and disposed
during the Financial Year 2025-26.

have been no material changes and
commitments, affecting the financial position of
the Company which have occurred between the
end of the financial year of the Company to
which the financial statements relate and till the
date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S

OPERATIONS IN FUTURE

During the period under review, there were no
significant and material orders passed by the
regulators or courts or tribunals impacting the
going concern tatus and Company’s operations
in future.

COMPLIANCE WITH SECRETARIAL
STANDARDS

The company has complied with the
requirements prescribed under the secretarial
standards on the meetings of the Board of
Directors (SS-1) and General Meeting (SS-2)
issued by Institute of Company Secretaries of
India pCSI").

MATERNITY BENEFIT

Additionally, as per the provisions of Section 134
of the Companies Act, 2013 read with Rule 8(5)
(xiii) of the Companies (Accounts) Rules, 2014,
the company has complied with the provision
with respect to the compliance of the provisions
relating to the Maternity Benefit Act, 1961.

CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the financial year 2025-26, no application
has been made under the Insolvency and
Bankruptcy Code, 2016. Hence, the requirement
to disclose the application made or proceeding
pending under the Insolvency and Bankruptcy
Code, 2016, along with its status at the end of the
financial year is not applicable.

INSTANCE OF ONE TIME SETTLEMENT WITH
ANY BANK OR FINANCIAL INSTITUTION

The requirement of disclosure of details of the
difference between the 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, is not applicable during the period
under review.

VOLUNTARY REVISION OF FINANCIAL
STATEMENTS OR BOARD’S/DIRECTOR’S
REPORT

No revisions were made in the financial
statements and Board’s/Directors’ Report of

your Company.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued
commitment to good corporate governance
practices. During the year under review,
Company was in compliance with the provisions
relating to corporate governance as provided
under the Securities Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 (as amended).
The compliance report is provided in the
Corporate Governance section of this Annual
Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In terms of Regulation 34 of Securities Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (as
amended) read with relevant SEBI Circulars,
Company has included Business Responsibility
and Sustainability Report (‘BRSR’) as part of this
Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis
Report on the operations of the Company, as
required under the Listing Regulations is
provided in a separate section and forms part of
this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act,
2013, the Board of Directors of the Company, to
the best of their knowledge and belief and
according to the information and explanations
obtained by them, state that:

a) in the preparation of the annual accounts for
the financial year ended 31st March, 2026, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b) 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 at
the end of the financial year 31st March, 2026 and
of the profit and loss of the company for that
period;

c) the Directors had taken proper and sufficient
care 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 have prepared on a
‘going concern’ basis;

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

f) the Directors have devised proper systems to
ensure compliance with the provisions of all

applicable laws and that such systems are
adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful
appreciation for the valuable support and
cooperation received from Suppliers, Investors,
Banks, Auditors, Clients, Vendors, Advisors, all
regulatory and government authorities and all
other business associates. The Board places on
record its sincere appreciation towards the
Company’s valued customers for the support
and confidence reposed by them in the
organization and looks forward to the
continuance of this supportive relationship in
the future. Your Directors proudly acknowledge
the contribution and hard work of the
employees of the Company at all levels, who,
through their competence, hard work, solidarity
and commitment, have enabled the Company
to achieve consistent growth.

For and on behalf of the Board of Directors
INSOLATION ENERGY LIMITED

Date: 12th August, 2026 (Manish Gupta) (Vikas Jain)

Place: Jaipur Chairman & Whole Time Director Managing Director

DIN: 02917023 DIN: 00812760

FINANCIAL PERFORMANCE

Here are some of the key operational and consolidated
financial highlights for the financial year 2024-25:

Revenue: The company reported a Revenue of Rs.
1,333.76 Crores, a substantial increase of 80.93% YOY
basis compared to Rs. 737.17 Crores in the previous
year.

EBITDA: The company''s EBITDA saw a remarkable
growth of 102.35%, rising to Rs. 170.32 Crores from Rs.
84.17 Crores YOY basis.

Profit After Tax (PAT): Profit after tax experienced an
extraordinary increase of 127.50%, soaring to Rs. 126.19
Crores from Rs. 55.47 Crores YOY basis.

STATE OF COMPANY''S AFFAIRS
BUSINESS OPERATIONS

Insolation Energy Limited ("INA" or "the Company") is a
leading manufacturer of high-efficiency solar
photovoltaic modules, offering advanced technologies
including Mono PERC and N-Type TOPCon.

Insolation Energy operates its fully automated
manufacturing facilities, with an installed capacity of
950 megawatts located in Rajasthan. These state-of-
the-art facilities are equipped with advanced
technology and machinery, enabling the production of
high-quality solar panels and modules that meet
international standards. The company has developed a
robust distribution network, with over 100 distributors
and more than 300 dealers spread across 100 districts
in India. As dealers stock only 2-3 brands, this
extensive network ensures that the Company''s

products are well entrenched in the customers minds,
facilitating the widespread adoption of solar energy
solutions.

INA''s modules are BIS and IEC certified, ensuring the
highest standards of performance and reliability. INA
maintains a strong emphasis on R&D, supported by
advanced equipment to develop cutting-edge solar
solutions.

To maintain top-of-mind recall, INA has partnered with
the Lucknow Super Giants IPL team as their official
solar partner. Additionally, the Company collaborates
with EPC contractors for independent power producer
(IPP) projects, enhancing its credibility as a dependable
solar component supplier. INA''s government channel
sales are executed through empanelled EPC
contractors, enabling it to serve multiple market
segments through a diversified distribution strategy.

Currently, INA''s reach spans over 100 districts, serving
more than 15,000 customers with the support of 800
channel partners and 300 dealers.

In FY25, the Company reported consolidated revenue
of Rs. 1,333.76 crore, marking an 80.93% year-on-year
growth. This performance was driven by robust results
across all business verticals, including an expanded
footprint in Central and Southern India, positioning INA
as a pan-India player in the solar industry.

The Company''s subsidiary, Insolation Green Infra
Private Limited, focuses on the execution of solar EPC
projects including KUSUM Components A and C, solar
parks, O&M services, and rooftop installations. The
Company has a healthy pipeline of KUSUM projects,
with completion expected by Q4 FY26. INA is actively
bidding for an additional 700 megawatts under
KUSUM Component A, and based on its strong bid-to-
win ratio, it is confident of securing a substantial
portion.

INA''s rooftop solar vertical is gaining traction with an
execution pipeline exceeding 100 megawatts for FY26,
driven by corporate and state government tenders.

This vertical continues to scale and is expected to
deliver consistent performance going forward.

TRANSFER TO RESERVES & SURPLUS

During the period under review, The Board of Directors
("the Board") of the company has decided to retain the
entire amount of net profit in the Reserves & Surplus.

DIVIDEND

The Board of Directors ("the Board"), is pleased to
recommend declaration of a final dividend amounting
to Rs. 0.10/- per Equity Share of face value Rs. 1/- each
fully paid-up, i.e., (10%) for the Financial Year 2024-25,
subject to the approval of the shareholders at the
ensuing Annual General Meeting ("AGM") of the
Company. The Board has recommended the dividend
based on the parameters laid down in the Dividend

Distribution Policy. The payment of dividend will result
into a cash outflow of Rs. 220.34 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members, w.e.f. 1st April,
2020 and the Company is required to deduct tax at
source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''SEBI
Listing Regulations''), the Board had formulated a
Dividend Distribution Policy (''the Policy''). The Policy is
available on the Company''s website URL at:
https://insolationenergy.in/investors/policy

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in
the nature of the business of the company.

LISTING OF SHARES

Your Company''s equity shares are listed at BSE Limited
SME platform. The Company has paid the annual listing
fee for the financial year 2024-25. The Equity Shares of
the Company has the electronic connectivity under
ISIN No. INE0LGX01024 and scrip code 543620.

SHARE CAPITAL STRUCTURE

1. Increase in Authorized Share Capital

During the period under review, the Authorized Share
capital of the Company has been increased from Rs.

23.00. 00.000 (Rupees Twenty Three Crores) divided
into 2,30,00,000 (Two Crores Thirty Lakh) equity
shares of Rs. 10/- (Rupees Ten Only) each to Rs.

27.00. 00.000 (Rupees Twenty Seven Crores) divided
into 2,70,00,000 (Two Crore Seventy Lakh) Equity
Shares of Rs. 10/- (Rupees Ten Only).

The Board of Directors of the Company in its meeting
held on 5th November, 2024, approved the sub¬
division/ split of equity shares of the Company, such
that 1 (one) equity share having face value of Rs. 10.00
(Rupees Ten only) each, fully paid-up, was sub-divided
into 10 (ten) equity shares having face value of Rs. 1.00
(Rupee One only) each, fully paid-up. Further, the
members in its Extraordinary General Meeting (EGM) on
05th December, 2024, approved the said sub-division/
split of equity shares.

2. Issued, subscribed, and Paid up Share Capital

During the period under review, the Issued, subscribed
and Paid-up Share capital of the Company has
increased from Rs. 20,83,20,000/- (Rupees Twenty
Crore Eighty Three Lakh Twenty Thousand) comprising
of 2,08,32,000 (Two Crore Eight Lakh Thirty Two

Thousand) equity shares of Rs. 10/- (Rupees Ten Only)
each fully paid up to Rs. 22,03,43,000/- (Rupees
Twenty Two Crore Three Lakh Forty Three Thousand)
comprising of 2,20,34,300 (Two Crore Twenty Lakh
Thirty Four Thousand Three Hundred) equity shares of
Rs. 10/- (Rupees Ten Only) each fully paid-up.

3. Issue of Equity Shares on preferential basis

During the financial year under review, 12,02,300 equity
shares of face value of Rs. 10/- (Rupees Ten Only) each,
at a price of Rs. 3,287/- (Three Thousand Two Hundred
Eighty Seven Only) per equity share (including a
premium of Rs. 3,277/- (Three Thousand Two Hundred
Seventy Seven Only) per Equity Share) were allotted on
preferential basis to persons belonging to the Non¬
Promoter Category aggregating to Rs. 395,19,60,100/-
(Rupees Three Hundred Ninety-Five Crore Nineteen
Lakh Sixty Thousand One Hundred only).

The Details of utilization of funds raised through
preferential allotment of equity shares during the
financial year 2024-25 are given below:

There is no deviation or variation in the use of
proceeds from the preferential issue of equity shares,
from the objects as stated in the Explanatory
Statement to the Notice of the Extraordinary General
Meeting (EGM) dated 15th October, 2024.

4. Sub-Division/ Split of Equity Shares:

During the period under review, the Board of Directors
of your Company approved, the sub-division/ split of
equity shares of the Company, such that 1 (one) equity
share having face value of Rs. 10.00 (Rupees Ten only)
each, fully paid-up, was sub-divided into 10 (ten) equity
shares having face value of Rs. 1.00 (Rupee One only)
each, fully paid-up.

Further, the members in its Extraordinary General
Meeting (EGM) on 05th December, 2024, approved the
said sub-division/ split of equity shares and
consequential alteration in the existing Capital Clause
of the Memorandum of Association (MOA) of the
Company.

After the requisite approvals of the Stock Exchange i.e.
BSE Limited and the depositories i.e. NSDL and CDSL,
new ISIN (INE0LGX01024) was allotted to the Company.
The effect of the change in face value of the share was
reflected on the share price at the Stock Exchange
where the Company is listed (BSE), effective from 24th
January 2025 i.e. record date for the purpose of sub¬
division/ split of equity shares of your Company. As a
result of the sub-division/ split of equity shares of the
Company, it has become more affordable and
encouraged participation of investors at large.

Accordingly, the capital structure of the Company post
sub-division/ split of equity shares is as follows:

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis on matters
related to the business performance as required in
terms of the provisions of Regulation 34(2)(e) of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, is part of this annual report.

COMMITTEES OF THE BOARD

As on 31st March, 2025, pursuant to the requirement of
the Companies Act, 2013 and the Listing Obligations
and Disclosure Requirements) Regulations, 2015,
("Listing Regulations") the Board of Directors had the
following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The Committees play a crucial role in the governance
structure of the Company as they deal with specific
matters of the Company that needs a closer review and
are governed by their terms of reference. During the
year under review, all recommendations made by the
various Committees were accepted by the Board. The
minutes of the meetings of all Committees of the
Board are placed before the Board for noting.

Details of the above Committees along with their term
of reference, composition and meetings held during
the financial year 2024-25, and attendance thereat are
provided in Annexure - 1.

CORPORATE SOCIAL RESPONSIBILITY (“CSR")

Your Company has always been following its core
philosophy of serving society ever since its inception.

Your Company has a comprehensive CSR Policy
outlining programmes, projects and activities that your
Company undertakes to create a significant positive
impact on identified stakeholders. All these
programmes fall within the purview of Section 135 read
with Schedule VII of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy)
Rules, 2014. The Corporate Social Responsibility Policy
(''CSR Policy'') of your Company, is available on your
Company''s website and can be accessed at
https://insolationenergy.in/investors/policy

The Board of Directors of the Company had
constituted the Corporate Social Responsibility
Committee of the Board of Directors, which performs
the roles and functions as mandated under the
provisions of Companies Act, 2013 and such other
matters as prescribed by the Board of Directors from
time to time. As on 31st March, 2025, the Corporate
Social Responsibility Committee of the Board of
Directors of the Company comprised of the following
members:

During the financial year 2023-24 the net worth of the
Company was less than Rs. 500 Crores the turnover
was less than Rs. 1000 crores and net profit was less
than Rs. 5 Crores. Hence, the Company does not fall
within the purview of Section 135(1) of the Companies
Act, 2013. Accordingly, the provisions relating to
mandatory expenditure on the Corporate Social
Responsibility (CSR) activities were not applicable to
the Company for the said financial year. However, the
Company voluntarily spent Rs. 0.43 lakhs on Corporate
Social Responsibility (CSR) activities.

The Annual Report on Corporate Social Responsibility
Activities, as required under Section 135 of the
Companies Act, 2013 read the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is annexed
herewith as Annexure - 2 to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO

Pursuant to Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of The Companies (Accounts)
Rules, 2014, relevant details of energy conservation,

technology absorption, and foreign exchange earnings
and outgo are attached as Annexure - 3 to this Report.

DETAILS OF SUBSIDIARY, JOINT VENTURES AND
ASSOCIATE COMPANY

As on 31st March, 2025, the Company has 1 (One) Wholly
Owned Subsidiary, 3 (Three) Subsidiaries and 1 (one)
Associate Company.

i. Insolation Green Energy Private Limited

Insolation Green Energy Private Limited is a wholly
owned subsidiary of the Company and engaged in the
business of manufacturing, trading and marketing of
Solar Panels and Battery, during the year under review
this wholly owned subsidiary achieved turnover of Rs.
126,955.91 lacs and reported a net profit of Rs. 12,187.97
lacs During the year.

ii. Other Subsidiaries:

The Company has some other Subsidiaries which are
under process of implementation of
projects/commercial production. The details of the
same are given below:

(a) Insolation Green Infra Private Limited

Insolation Green Infra Private Limited is a subsidiary of
the Company, incorporated on 18th July, 2024.

(b) MGVI Green Infra One Private Limited

MGVI Green Infra One Private Limited is a subsidiary of
the Company, incorporated on 1st January, 2025.

(c) MGVI Green Infra Two Private Limited

MGVI Green Infra Two Private Limited is a subsidiary of
the Company, incorporated on 27th February, 2025.

iii. Associate company

The Company has one associate company i.e. MGVI
Green Infra Private Limited

During the Financial year under review company has no
Joint Ventures. Details regarding the disclosure with
respect to Wholly Owned Subsidiary, Subsidiaries and
Associate Company of the Company in Form AOC-1 is
disclosed as Annexure - 4, which forms part of this
Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/arrangements/transactions with the
related parties that were entered by the Company
during the Financial Year 2024-25 were in the Ordinary
Course of the Business and on Arm''s Length basis. All
the transactions with related parties are placed before
the Audit Committee for its approval. An omnibus
approval from the Audit Committee is obtained for the
related party transactions which are repetitive in
nature.

There have been no materially significant related party

transactions between the Company and the Directors,
the management, the subsidiaries or the relatives
except for those disclosed in the financial statements.
Accordingly, particulars of contracts or arrangements
with related parties referred to in Section 188(1), along
with the justification for entering into such contracts
or arrangements are disclosed in the financials.

Therefore, the disclosure of the Related Party
Transactions as required under Section 134(3(h) of the
Act in Form AOC-2 is attached as Annexure - 5.

Further, in terms of Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, the
transactions with any person/entity belonging to the
promoter/ promoter group holding 10% or more
shareholding in the Company are as under:

The Policy relating to Related Party Transactions of the
company is available on the website of the company
https://insolationenergy.in/investors/policy

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of the Nomination and
Remuneration Committee, the Board has approved the
Remuneration Policy for Directors, Key Managerial
Personnel (KMP), and all other employees of the
Company as stipulated under Section 178(3) of the
Companies Act, 2013. As part of the policy, the
Company strives to ensure that the level and
composition of remuneration are reasonable and
sufficient to attract, retain, and motivate Directors of
the quality required to run the Company successfully.
The relationship between remuneration and
performance is clear and meets appropriate
performance benchmarks.

Remuneration to Directors, KMP, and senior
management involves a balance between fixed and
incentive pay reflecting short and long-term
performance objectives appropriate to the working of
the Company and its goals. The Policy relating to the
nomination and remuneration of the company is
available on the website of the company
https://insolationenergy.in/investors/policy and also
attached to this report as Annexure - 6.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND (“IEPF")

During the period under review, your Company does not

have any funds lying unpaid or unclaimed for a period
of seven years. Therefore, there were no funds that
were required to be transferred to the Investor
Education and Protection Fund (IEPF).

DEPOSITS

During the year under review, the Company has not
accepted any deposit falling within the ambit of
Section 73 to 76 of the Companies Act, 2013, and the
Companies (Acceptance of Deposits) Rules, 2014 as
amended from time to time. The company has not
accepted any deposits in earlier years, as such
question of unpaid or unclaimed deposits and default
in repayment does not arise.

REGISTRAR & SHARE TRANSFER AGENTS

The Shareholders of the Company may address all their
communication relating to transfer, transmission,
refund order, dividend and National Electronic Clearing
System (NECS), dematerialization, etc. to the
Company''s Registrar and Share Transfer agent i.e. M/s.
Bigshare Services Private Limited at the address as
given below and may also write to the Company.

BIGSHARE SERVICES PRIVATE LIMITED

Office No. S6-2, 6th Floor, Pinnacle Business Park,
Mahakali Caves Rd, Andheri (East) Mumbai - 400093
Fax No.: 022 62638299, Tel. No.: 022-62638200
E-mail: [email protected]

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Composition of the Board of Directors

The Board of Directors are eminent persons of proven
competence and integrity. Besides experience, strong
financial acumen, strategic astuteness, and leadership
qualities, they have a significant degree of
commitment towards the Company and devote
adequate time to the meetings and preparation for
attending the meetings.

The composition of the Board is in conformity with
applicable provisions of the Companies Act, 2013
(hereinafter referred to as "Act") read with rules made
thereunder and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "Listing Regulations"). The
Board of Directors has an optimum combination of
Executive, Non-Executive, and Independent Directors.
As on 31st March 2025, the Company has Eight (8)
Directors on the Board of Company.

The composition and category of Directors as on 31st
March 2025 is as follows:

During the financial year under review, Ms. Sneha
Goenka (Membership No. A48476), Company Secretary
& Compliance Officer, resigned from the said position
with effect from close of business hours on 26th July,

2024. Further, the Board of Directors appointed Mr.
Nitesh Sharma (Membership No. A66702) as the
Company Secretary & Compliance Officer, of the
Company with effect from 3rd September, 2024, in
place of Ms. Sneha Goenka.

Further, Mr. Ravi Dusad was appointed as Chief
Executive Officer of the Company with effect from 7th
September 2024 and subsequently tendered his
resignation from the position of Chief Executive
Officer of the Company with effect from 21st March,

2025. He was thereafter appointed as the Chief
Financial Officer (Key Managerial Personnel) of the
Company with effect from 22nd March, 2025.

Additionally, Ms. Madhuri Maheshwari resigned from
the position of Chief Financial Officer of the Company
with effect from 21st March, 2025.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of section 152(6) of the
Companies Act, 2013and Articles of Association of the
Company, Mrs. Payal Gupta (DIN: 09353350), Non¬
Executive Director and Mr. Akhilesh Kumar Jain (DIN:
03466588) Non-Executive Director will retire by
rotation in the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment.
Their re-appointment at the ensuing AGM as a director
retiring by rotation would not constitute a break in
their tenure of appointment as a Non-Executive
Director.

DECLARATION BY INDEPENDENT DIRECTORS AND
STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

All Independent Directors have given requisite
declarations under Section 149 (7) of the Companies
Act 2013, confirming that they meet the criteria of
independence as specified under Section 149 (6) of the
Companies Act, 2013 read with rules framed
thereunder and Regulation 16 (1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended.

All Independent Directors have confirmed that they are
not aware of any circumstance or situation which
exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective of independent judgment and without
any external influence. Further, as required under
section 150 (1) of the Companies Act, 2013 they have
registered themselves as Independent Directors in the
independent director data bank.

The Independent Directors of the company have
complied with the Code for Independent Directors as
prescribed in Schedule IV to the Companies Act 2013.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are
persons of high integrity and repute and fulfills the
conditions specified in the Companies Act, 2013 read
with Rules made thereunder and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and are eligible & independent of the

SHAREHOLDER''S MEETING

During the year under review, the Annual General
Meeting of the Company was held on 30.09.2024 and
Extraordinary General Meetings (EGM) of the Company
were held on 17.06.2024, 13.11.2024 and 05.12.2024.

management.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and
take a view on the Company''s policies and strategy
apart from other Board matters. The notice for the
board meetings is given well in advance to all the
Directors. The Agenda for the Board and Committee
Meetings include detailed notes on the items to be
discussed at the meeting to enable the Directors to
make informed decisions.

The Board of Directors of the Company met Sixteen (16)
times during the year to deliberate on various matters.
The meetings were held on 17th May, 2024, 23rd May,
2024, 12th July, 2024, 3rd September, 2024, 7th
September, 2024, 13th September, 2024, 15th October,
2024, 19th October, 2024, 31st October, 2024, 5th
November, 2024, 7th November, 2024, 11th December,
2024, 15th January, 2025, 14th February, 2025, 21st
March, 2025 and 31st March, 2025.

The intervening gap between the meetings did not
exceed 120 days, as prescribed under the Act and SEBI
Listing Regulations. Frequency and Quorum at these
Meetings were in conformity with the provisions of the
Companies Act, 2013.

The attendance of each Director at the Meetings of the
Board of Directors held during the financial year 2024¬
25 is as follows:

Further on 14th March 2025 Special resolutions has
been passed by way of postal ballot (through remote e-
voting) for providing Loan(s) /Guarantee(s) and/or
provide security (ies) in connection with any loan under
section 185 of the Companies Act, 2013 and for giving
any Loan/ Guarantee and/or providing any security in

connection with the loan and/or making any
investment by the company under section 186 of the
Companies Act, 2013.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES & INDIVIDUAL DIRECTORS

In terms of requirements of the provisions of
Companies Act, 2013, the Nomination and
Remuneration Committee of the Board of Directors of
the Company specified the manner for effective
evaluation of the performance of Board of the Board of
Directors including independent Directors.

Based on the same, the Board carries out an annual
evaluation of its own performance, and the
performance of its Committees, Individual Directors
including Independent Directors.

The performance of the Board is evaluated by the
Board based on criteria such as Board composition and
structure, effectiveness of Board processes, Board
strategy, Board and Management relation etc. The
performance of Committees is evaluated by the Board
on the basis of criteria such as composition of
Committees, effectiveness of Committee working,
independence, etc. The Board evaluates the
performance of individual Directors on the basis of
criteria such as attendance and contribution of
Director at Board/Committee Meetings, adherence to
ethical standards and code of conduct of the Company,
time devoted to in Board functioning, Extent of
diversity in the knowledge and related industry
expertise , etc.

Also, in a separate meeting of Independent Directors,
performance of Non-Independent Directors, the Board
as a whole and the Chairman was evaluated, taking into
account the views of Executive and Non-Executive
Directors.

PARTICULARS OF REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosures pertaining to remuneration and other
details as required under section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from
time to time are annexed at Annexure - 7 and form a
part of this Report.

Particulars of the employee as required under Section
197(12) of the Companies Act, 2013 read with Rules 5(2)
and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, forms part of this Report. However, in
pursuance of Section 136(1) of the Companies Act,

2013, this report is being sent to the shareholders of
the Company excluding the said remuneration. A
statement showing the names and other particulars of
the employees drawing remuneration over the limits
set out in the said Rules forms part of this Report. The

said information is available for inspection at the
registered office of the Company during working hours
up to the date of the Annual General Meeting. Any
member interested in obtaining such information may
write to the Company Secretary and the same will be
furnished on request. Mr. Manish Gupta, Chairman &
Whole Time Director and Mr. Vikas Jain, Managing
Director of the Company, also receive the
remuneration from Insolation Green Energy Private
Limited, Wholly Owned Subsidiary of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of
the Companies Act, 2013, with respect to the Directors''
Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the
financial year ended 31st March, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b) The Directors have 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 31st March, 2025, and of
the profit of the Company for the year ended on 31st
March, 2025;

c) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities;

d) The Directors had prepared the annual accounts on
a going concern basis;

e) The Directors had laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively; and

f) The Directors have devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

AUDITORS

1. STATUTORY AUDITORS

M/s. Badaya & Co., Chartered Accountants (Firm
Registration No. 006395C) was appointed as the
Statutory Auditors of the Company, by the members of
the Company at the 06th Annual General Meeting
("AGM") held on 11th October 2021 for a period of five (5)
consecutive years, to hold the office from the
conclusion of the 06th AGM held in the year 2021 until
the conclusion of 11th AGM of the Company to be held
in the year 2026.

The Audit Report given by the Statutory Auditors on

the financial statements of the Company is annexed to
this Report. There has been no qualification,
reservation, adverse remark, or disclaimer given by the
Auditors in their Report.

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors was
appointed ACS Manisha Godara, proprietor of M/s.
Manisha Godara and Associates, Company Secretary in
Practice, having Certificate of practice No. 13570 as
Secretarial Auditor of the Company to conduct
Secretarial Audit of the company for the financial year
2024-25.

She has submitted her Secretarial Audit report for the
Financial Year 2024-25 in prescribed format and the
same is enclosed at Annexure - 8. The Secretarial Audit
Report does not contain any qualification, reservation,
or adverse remark.

In terms of SEBI (Listing Obligations and Disclosures
Requirements) Regulation, 2015 (as amended), the
Board of Directors of the Company, based on the
recommendations of the Audit Committee had
appointed M/s. Bhawika Ramnani & Co., Jaipur,
Practicing Company Secretaries, (Firm Registration
No. S2023RJ949100) as Secretarial Auditor of the
Company for a term of 5 (five) consecutive years
commencing from Financial Year 2025- 26 till Financial
Year 2029-30, subject to the approval of the Members
of the Company. A resolution seeking appointment as
Secretarial Auditor for a term of 5 (five) consecutive
years by the Members, forms part of the Notice of the
ensuing 10th AGM.

3. INTERNAL AUDITOR AND AUDITORS'' REPORT

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Board of Directors of the
Company appointed M/s. ARS & Co., Chartered
Accountants (Firm Reg No. 009406C) as the Internal
Auditors of the Company to conduct the Internal Audit
of the Company for the financial year 2024-25.

During the year under review, the Internal Auditors
conducted quarterly audits of various functions and
activities across the Company. The audits were aimed
at evaluating the effectiveness of internal controls, risk
management, and governance processes.

The Board based on the recommendation of Audit
Committee has re-appointed M/s. ARS & Co.,

Chartered Accountants (Firm Reg No. 009406C), as
Internal Auditors, to conduct the Internal Audit of the
Company, pursuant to the provisions of Section 138 of
the Companies Act, 2013 for the financial year 2025-26.

4. COST AUDITORS AND AUDITORS'' REPORT

The Cost Auditors are in the process of conducting the
audit of cost records for year 2024-25 and shall submit
their report in due course. In terms of the provisions of
section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment
Rules, 2014, on the recommendation of the Audit
Committee, the Board of Directors of the Company
have appointed M/s. Deepak Mittal & Co., Cost
Accountants, (Firm Registration No. 003076) to
conduct the cost audit for the financial year ending
31st March, 2026, at a remuneration as stated in the
Notice convening the 10th Annual General Meeting of
the members. As required under the Companies Act,
2013, the remuneration payable to cost auditors has to
be placed before the Members at the general meeting
for ratification. Hence, a resolution seeking ratification
of remuneration by the Members, payable to the Cost
Auditors, forms part of the Notice of the ensuing 10th
AGM.

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the Auditors of the
Company have not identified and reported any fraud as
specified under the second proviso of Section 143(12)
of the Companies Act, 2013.

RISK MANAGEMENT AND POLICY

The Company recognizes that risk is an integral and
inevitable part of the business and is fully committed
to manage the risks in a proactive and efficient
manner. The Company has a disciplined process for
continuously assessing the risks in the internal and
external environment along with minimizing the impact
of risks. The Company incorporates the risk mitigation
steps in its strategy and operating plans. The objective
of the risk management process in the Company is to
enable value creation in an uncertain environment,
promote good governance, address stakeholder''s
expectations proactively and improve organizational
resilience and sustainable growth.

The Company regularly identifies the uncertainties and
after assessing them, devises short-term and long¬
term actions to mitigate any risk, which could
materially impact the Company''s long-term plans.
Mitigation plans for significant risks are well integrated
with business plans and are reviewed on a regular basis
by the management of the Company. The Company
periodically reviews and improves the adequacy and
effectiveness of its risk management systems
considering rapidly changing business environment
and evolving complexities.

In compliance with Regulation 21 of the SEBI LODR
Regulations, a Risk Management Committee has been
constituted by the Board and is entrusted with roles
and powers as specified in Part D of Schedule II of SEBI
LODR Regulations. The Committee periodically reviews

and improves the adequacy and effectiveness of its
risk management systems considering rapidly
changing macro environment, evolving compliances
and business complexities.

The Company had already adopted a Risk Management
Policy. The said Policy is uploaded on the website of
the Company at

https://insolationenergy.in/investors/policy

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has put in place adequate Internal
financial Controls with reference to the financial
statements. The Company''s internal financial controls
and systems are adequate commensurate with the
nature and size of the Company and it ensures
compliance of the policies and procedures adopted by
the Company for ensuring the orderly and efficient
conduct of its business, including adherence to its
policies, the safeguarding of its assets, the 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''s internal control procedures which
includes internal financial controls, ensure compliance
with various policies, practices and statutes and
keeping in view the organisations pace of growth and
increasing complexity of operations. This ensures the
safeguarding of assets and properties of the Company
and protects against unauthorized use and disposal of
the assets.

The Audit Committee, periodically reviews the
adequacy and effectiveness of internal control systems
and provides guidance for further strengthening them.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

During the financial year under review, there have been
no material changes and commitments, affecting the
financial position of the Company which have occurred
between the end of the financial year of the Company
to which the financial statements relate and till the
date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the period under review, there were no
significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern tatus and Company''s operations in future.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation,
compliance with the Corporate Governance Provisions
shall not apply in respect of the following class of the
Companies:

a) Listed entity having paid up equity share capital not
exceeding Rs. 10 Crore and Net Worth not exceeding

Rs. 25 Crore, as on the last day of the previous financial
year;

b) Listed entity that has listed its specified securities
on the SME Exchange.

Since our Company falls in the ambit of aforesaid
exemption (b); hence compliance with the provisions of
Corporate Governance shall not apply to the Company
and it does not form part of the Annual Report for the
financial year 2024-25.

In line with same, the Company files the Corporate
Governance-Non Applicability Certificate to BSE as per
Regulation 27(2) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

ANNUAL RETURN

Pursuant to Section 134(3) (a) and Section 92 (3) of the
Companies Act, read with the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company is available on the
website of the Company at
https://insolationenergy.in/investors

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

Particulars of loans given, investments made,
guarantees given and securities covered under section
186 of the Companies Act, 2013 read with the
Companies (Meetings of the Board and its Powers)
Rules, 2014, as amended from time to time, forms part
of the notes to the Financial Statements of the
company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The company has complied with the requirements
prescribed under the secretarial standards on the
meetings of the Board of Directors (SS-1) and General
Meeting (SS-2) issued by Institute of Company
Secretaries of India ("ICSI").

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are the
principal assets and that its continued growth is
dependent upon the ability to attract and retain quality
people. The Company also recognizes the importance
of providing training and development opportunities to
its people to enhance their skills and experiences,
which in turn enables the company to achieve its
business objectives. The morale of employees
continued to remain high during the year contributing
positively to the progress of the Company. However,
aspirations of employees in Company remain to be
high. This is a challenge as only growth can fulfill these
aspirations and in today''s market scenarios one has to
perform extraordinarily to achieve growth.

The Company has always provided a congenial
atmosphere for work to all sections of the society. Your
Company is committed to respect universal human
rights. To that end, the Company practices and seeks
to work with business associates who believe and
promote these standards. The Company is committed
to provide equal opportunities at all levels, safe and
healthy workplaces and protecting human health and
environment. The Company provides opportunities to
all its employees to improve their skills and
capabilities. The Company''s commitment extends to
its neighboring communities to improve their
educational, cultural, economic and social well-being.

Your Company is an equal opportunity employer and
does not discriminate on the grounds of race, religion,
nationality, ethnic origin, colour, gender, age,
citizenship, sexual orientation, marital status or any
disability not affecting the functional requirements of
the position held.

VIGIL MECHANISM & WHISTLE BLOWER

The company has a Vigil Mechanism/Whistle Blower
Policy in terms of the provisions of the Companies Act,
2013 to provide a formal mechanism for Directors,
employees and other stakeholders to report their
genuine concerns or grievances about unethical
behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct or Ethics, either in writing
or by email to the Chairperson of the Audit Committee.

During the period under review, no such instances have
been reported under unethical and prohibited context.
Vigil Mechanism/Whistle Blower Policy is placed on the
website of the Company, accessible at the link
https://insolationenergy.in/investors/policy

PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

Our Company is an equal opportunity provider and
believes in providing opportunity and key positions to
women professionals. At the same time, it has been an
Endeavour of the Company to support women
professionals through a safe, healthy, and conducive
working environment by creating and implementing
proper policies to tackle issues relating to safe and
proper working conditions for them.

The Company has zero tolerance towards sexual
harassment of Women at the workplace and has
adhered to the provisions and adopted a policy on
prevention, prohibition, and redressal of sexual
harassment of Women at the Workplace in accordance
with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 and the rules there under.

The following is the summary of Sexual Harassment
Complaints received and disposed during the Financial

Year 2024-25.

The company has complied with the provision relating
to the constitution of the Internal Complaints
Committee under the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

MATERNITY BENEFIT

Additionally, as per the provisions of Section 134 of the
Companies Act, 2013 read with Rule 8(5) (xiii) of the
Companies (Accounts) Rules, 2014, the company has
complied with the provision with respect to the
compliance of the provisions relating to the Maternity
Benefit Act, 1961.

PROHIBITION OF INSIDER TRADING

In compliance with the provisions of the Securities
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Board has adopted a code of
conduct and code of fair disclosures for the prohibition
of insider trading and unpublished price sensitive
information to prevent misuse thereof and regulate
trading by designated persons and their immediate
relatives. The Code, inter alia, lays down guidelines and
procedures to be followed and disclosures to be made
while dealing with shares of the Company as well as
consequences of violation and the same is available on
the website of the company at
https://insolationenergy.in/investors/policy

CEO/CFO CERTIFICATION

The company has obtained a Certificate from the Chief
Financial Officer of the company, certifying that the
financial statements do not contain any materially
untrue statement or omit any material fact or contain
any statements that might be misleading and those
statements together present a true and fair view of the
Company''s affairs and are in compliance with existing
accounting standards, applicable laws and regulations
and the same is attached as Annexure - 9 to this
Report.

CODE OF CONDUCT OF BOARD OF DIRECTORS &
SENIOR MANAGEMENT

The Code of Conduct for the Board of Members and the
Senior Management Personnel has been adopted to
ensure that the business of the Company is conducted
in a transparent manner with the high standards of

ethics and values in accordance with the applicable
laws, regulations and rules. The code of conduct of the
Board Members and the Senior Management can be
accessed at

https://insolationenergy.in/investors/policy. All the
Board Members and Senior Management Personnel
have affirmed compliance with the said Code of
Conduct 2024-25. A declaration to that effect is
provided by the Managing Director of the Company. A
declaration to that effect signed by the Managing
Director is attached as Annexure - 10.

FAMILIARIZATION PROGRAMME OF INDEPENDENT
DIRECTORS

In terms of Schedule IV of the Companies Act, 2013, the
Directors of the Company are familiar with their roles,
rights, responsibilities in the Company, nature of the
Industry in which the Company operates, business
model of the Company etc. and updated on changes
and developments in the Domestic and Global
Corporate and Industry Scenario including those
pertaining to statutes, legislations, and economic
environment and on matters affecting the Company, to
enable them to take well informed & timely decisions.
Details of such familiarisation programs are posted on
the website of the Company at
https://insolationenergy.in/investors

EMPLOYEE STOCK OPTION PLAN

The Company has introduced the Insolation Energy
Employee Stock Option Plan 2024 ("ESOP 2024")
primarily with a view to motivating key employees of
the Company, its subsidiaries/ holding company/ group
companies including associate companies for their
contribution to the corporate growth on sustained
basis, to create an employee ownership culture, to
retain the best talent in the competitive environment
and to encourage them in aligning individual goals with
that of the Company''s objectives, and to attract,
motivate, retain talent, and reward loyalty.

Pursuant to the Resolution of the Board of Directors
dated 3rd February, 2024, and the Shareholders''
Resolution dated 4th March, 2024 the Company has
instituted Insolation Energy Employee Stock Option
Plan 2024 ("ESOP 2024"). Further, the Board of
Directors resolution dated 17th May, 2024 and
Shareholders'' Resolution dated 17th June, 2024, the
benefit of ESOP 2024 has been extended to permanent
employees of subsidiary/associate/group/holding
company(ies) if any, of the Company, whether working
in India or outside India, and the future
subsidiary/associate/group/holding companies of the
Company, if any. The ESOP 2024 is in compliance with
the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021.

The Insolation Energy Employee Stock Option Plan

2024 was established for the grant of a upto 2,00,000
(Two Lakh) Options in one or more tranches to the
eligible employees of the Company
subsidiary/associate/group/holding company(ies) if
any, at the exercise price. Pursuant to the sub-
division/split of Company equity shares, and in
accordance with Clause 3.5 of the Plan, the originally
sanctioned 2,00,000 options have been adjusted and
converted into 20,00,000 (Twenty Lakh) options.

The Company has received In-Principle Approval from
BSE Limited (the "Designated Stock Exchange") on 19th
June, 2024 for the issuance of stock options under
ESOP 2024.

With regard to the above, the necessary disclosures as
stipulated under the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and the Companies Act, 2013
as on 31st March, 2025 is provided in Annexure - 11 to
this report.

The details are also available on the website of the
Company at the weblink:
https://insolationenergy.in/investors/policy

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (“BRSR")

In terms of Regulation 34 of Securities Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (as amended) read
with relevant SEBI Circulars, Company is releasing
Business Responsibility and Sustainability Report
(''BRSR'') for the financial year 2024-25 is attached to
this report as Annexure - 12.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS
BINDING LISTED ENTITIES

There is no agreement impacting management or
control of the Company or imposing any restriction or
create any liability upon the Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the financial year 2024-25, no application has
been made under the Insolvency and Bankruptcy Code,
2016. Hence, the requirement to disclose the
application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016, along with its
status at the end of the financial year is not applicable.

INSTANCE OF ONETIME SETTLEMENT WITH ANY
BANK OR FINANCIAL INSTITUTION

The requirement of disclosure of details of the
difference between the 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, is not

applicable during the period under review.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful
appreciation for the valuable support and cooperation
received from Suppliers, Investors, Banks, Auditors,
Clients, Vendors, Advisors, all regulatory and
government authorities and all other business
associates. The Board places on record its sincere

appreciation towards the Company''s valued customers
for the support and confidence reposed by them in the
organization and looks forward to the continuance of
this supportive relationship in the future. Your
Directors proudly acknowledge the contribution and
hard work of the employees of the Company at all
levels, who, through their competence, hard work,
solidarity and commitment, have enabled the Company
to achieve consistent growth.

For and on behalf of the Board of Directors

INSOLATION ENERGY LIMITED

Date: 14th August, 2025 MANISH GUPTA VIKAS JAIN

Place: Jaipur Chairman & Whole Time D i rec t or Managing Director

DIN: 02917023 DIN: 00812760

The Board of Directors of your Company ("The Board") takes great pleasure in presenting before you the 9^th Annual Report on the Operational and Financial performance of Insolation Energy Limited ("the Company") along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

A brief of financial performance for the year gone by and its comparison with the previous year is given below: -

(Amount in Lakhs)

STATE OF COMPANY''S AFFAIRS BUSINESS OPERATIONS

Our Company is one of the leading players in India''s solar energy sector, Reports419.50%YOY Growth in PAT in Financial Year 2023-24 on Consolidated basis, Setting another milestone in our journey to become India''s leading Solar Panel manufacturing unit with complete automated machinery process through our latest technology. The company has taken a positive step in the direction of fulfilling our Hon''ble Prime Minister''s vision - to achieve Net-Zero emissions in India by the year 2070 through Make in India Initiative. In fulfilling this vision, INA Solar has supplied more than 600 MW of modules by participation in key government schemes like PM Surya Ghar Muft Bijli Yojana, JJM, SECI, PM Kusum Yojana, BREDA, HAREDA, Rajasthan Rooftop Projects, Gujarat Rooftop Projects, BSNL, Solar Park and more. Our success is a symbol of the trust of the industry and its customers in our capabilities. With an unwavering commitment to innovation in the energy sector, we prioritize customer satisfaction to the fullest. With our motto being "Together We Shine

we strongly believe in sharing our success with all our stakeholders and consistently invest into innovation to create high-performance products that contribute to a more energy-efficient world.

TRANSFER TO RESERVES& SURPLUS

During the period under review, the board of Directors of the company has decided to transfer the net profit of Rs. 286.76 to the Reserve& Surplus during the Financial Year 2023-24.

DIVIDEND

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the nature of business of the company.

SHARE CAPITAL AND THEIRCHANGES

1. Authorized Share Capital

During the period under review, no change was made in the Authorized Share capital of the Company and it stands at Rs. 23,00,00,000 (Rupees Twenty-three Crore)divided into2,30,00,000 equity shares of Rs. 10/- each.

However, in the Financial Year 2024-25 to facilitate the future requirements of the Company, pursuant to approval of the Shareholders in the Extra Ordinary General Meeting held on June 17, 2024, the Authorized Share Capital of the Company increased from the existing Rs. 23,00,00,000/- (Rupees Twenty-Three Crore Only) divided into 2,30,00,000 (Two Crore Thirty Lakh Only) Equity Shares of Rs.10/-(Rupees Ten Only) each to Rs. 270,000,000/- (Rupees Twenty-Seven Crore Only) divided into 2,70,00,000 (Two Crore Seventy Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each ranking pari passu in all respect with the existing Equity Shares of the Company.

2. Issued, subscribed, and Paid up Share Capital

During the period under review, no change was made in Paid up Share capital of the Company and it stands at Rs. 20,83,20,000 (Rupees Twenty Crore Eighty-Three Lakhs Twenty Thousand) having 2,08,32,000 equity shares of Rs. 10/- each.

3. Issue of Employee Stock Options

The Company to attract, motivate, retain talent, and reward loyalty, formulated the "Insolation Energy Employee Stock Option Plan 2024" for grant of a upto 2,00,000 (Two Lakh Only) Options in one or more tranches to the eligible employees of the Company.

The Nomination and Remuneration Committee in their meeting held on 3^rd February, 2024has recommended "Insolation Energy Employee Stock Option Plan 2024" to grant, offer, and issue 2,00,000 (Two Lakh Only) Options in one or more tranches, to the eligible employees of the Company whether

working in India or out of India and to issue, transfer or allot such number of equity shares to such eligible employees not exceeding an aggregate of 2,00,000 (Two Lakh Only) fully paid-up Equity shares of the face value of Rs. 10/- each which was approved by the Board of Directors in its meeting held on 3^rd February, 2024 and shareholders approved the same in their meeting held on 4^th March, 2024.

Further, on 17^th June 2024, "Insolation Energy Employee Stock Option Plan 2024" further approved by Shareholders with the object to extending benefits of Insolation Energy Employee Stock Option Plan 2024 for eligible employees of its subsidiary/associate/group/holding companies as applicable.

With regard to the above, the necessary disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 as on 31^st March, 2024 is provided in Annexure - I to this report.

The details are also available on the website of the Company at the weblink: https://insolationenergy.in/investors

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the period under review, your Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to the Investor Education and Protection Fund(IEPF).

DEPOSITS

During the reporting period the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Company has not accepted any deposit in earlier years, as such question of unpaid or unclaimed deposit and default in repayment does not arise.

REGISTRAR & SHARE TRANSFER AGENTS

The Shareholders of the Company may address all their communication relating to transfer, transmission, refund order, dividend and National Electronic Clearing System (NECS), dematerialization, etc. to the Company''s Registrar and Share Transfer agent i.e. M/s Big Share Services Private Limited at the address as given below and may also write to the Company.

BIGSHARE SERVICES PRIVATE LIMITED 1^st Floor, Bharat Tin Works Building, Opp.

Vasant Oasis, Makwana Road, Marol,

Andheri (East) Mumbai - 400059

Fax No.: 022 62638299, Tel. No.: 022-62638200

E-mail: [email protected]

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board of Directors

The Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of

commitment towards the Company and devote adequate time to the meetings and preparation for attending the meetings.

The composition of the Board is in conformity with Section 149 of the Companies Act, 2013 (hereinafter referred to as "Act")read with rules made thereunder. The Board of Directors has an optimum combination of Executive, Non-Executive, and Independent Directors. As on 31^st March 2024, the Company has Eight (8) Directors on the Board of Company.

The composition and category of Directors as on 31^st March 2024 is as follows:

During the period under review Mr. Alpesh Fatehsingh Purohit (DIN: 07389212), resigned from the position of the Independent Director of the company effective from the closure of business hours on 10^th February 2024 due to pre-occupancy with other assignments.

Further, the Board of Directors appointed Mr. Anil Kumar Gupta (DIN: 03573328) as an Additional Director (Non-executive& Independent) of the company in their meeting held on 10^th February 2024 on the basis of the recommendation of the Nomination and Remuneration Committee Mr. Anil Kumar Gupta(DIN: 03573328) possesses the requisite skills, knowledge, and experience as identified by the Board and his induction on the Board will immensely benefit the Company.

Further, the appointment of Mr. Anil Kumar Gupta(DIN: 03573328) was approved by the members for the term of 5 consecutive years in the Extra-ordinary General Meeting held on 4^th March, 2024.

Your Company''s Board is of the opinion that the Independent Directors of the Company including the Independent Directors appointed during the FY 2023-24 possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Companies Act, 2013 read with Rules made thereunder and are eligible & independent of the management.

KEY MANAGERIAL PERSONNEL ("KMP")

During the year under review, the Board of Directors appointed Ms. Sneha Goenka (Membership No. -A48476) as Company Secretary cum Compliance Officer and KMP of the Company w.e.f. 29^th November, 2023 in place of Ms. Ankita Sen (Membership no. - 55673 )who has resigned from the said position of Company w.e.f. 24^th November,2023.

Further, Ms. Madhuri Maheshwari was appointed as Chief Financial Officer and KMP of the Company w.e.f. 29^th November,2023 in place of Mr. Nitesh Kumar Lata who has resigned from the said position of the Company with effect from 14^th June, 2023.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of section 152(6) of the Companies Act, 2013and Articles of Association of the Company, Mr. Manish Gupta (DIN- 02917023), Whole-time director and Mr. Vikas Jain (DIN- 00812760) Managing Director will retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Their re-appointment at the ensuing AGM as a director retiring by rotation would not constitute a break in their tenure of appointment as Whole-time director and Managing Director respectively.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given requisite declarations under Section 149(7) of the Companies Act 2013 confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013readwith rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence and they have registered their names in the Independent Directors Databank.

The Independent Directors of the company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute and fulfills the conditions specified in the Companies Act, 2013 read with Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are eligible & independent of the management.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and take a view on the Company''s policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the period under review, the Board of Directors met Nine (9) times as mentioned in the table:

Frequency and Quorum at these Meetings were in conformity with the provisions of the Companies Act, 2013. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SHAREHOLDER''S MEETING

During the year under review, the Annual General Meeting of the Company was held on 30.09.2023 and Extra-ordinary General Meeting of the Company was held on 04.03.2024.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions with the related parties that were entered by the Company during the Financial Year 2023-24 were in the Ordinary Course of the Business and on Arm''s Length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is disclosed in Form AOC-2 in Annexure-II is annexed to this report.

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement are disclosed in the financials.

Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are as under:

The Policy relating to Related Party Transactions of the company is available on the website of the company https://insolationenergy.in/investors/policv

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS

In terms of requirements of the provisions of Companies Act, 2013, the Nomination and Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of the performance of Board, its Committees and Individual Directors. Policy of Nomination and Remuneration is attached as Annexure-III is annexed to this report.

Based on the same, the Board carries out an annual evaluation of its own performance, and the performance of its Committees, Individual Directors including Independent Directors.

The performance of the Board is evaluated by the Board based on criteria such as Board composition and structure, effectiveness of Board processes, information flow to Board, functioning of the Board, etc. The performance of Committees is evaluated by the Board on the basis of criteria such as composition of Committees, effectiveness of Committee working, independence, etc. The Board evaluates the performance of individual Directors on the basis of criteria such as attendance and contribution of Director at Board/Committee Meetings, adherence to ethical standards and code of conduct of the Company, interpersonal relations with other Directors, meaningful and constructive contribution and inputs in the Board/ Committee meetings, etc.

Also, in a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman was evaluated, taking into account the views of Executive and Non-Executive Directors.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Disclosures pertaining to remuneration and other details as required under section 197(12)of the Companies Act, 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are provided at Annexure IV.

In terms of the provisions of section 197(12)of the Companies Act, 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Board''s Report as an addendum thereto. However, in terms of provisions of the first proviso to section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during such working hours as are provided under the Articles of Association of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption, and foreign exchange earnings and outgo are attached as Annexure-V to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has one Wholly owned Subsidiary namely Insolation Green Energy Pvt Ltd and no Joint Ventures or Associates as of the financial year ended 31^st March 2024 details of the same are being given in the detailed form in Form AOC-1 i.e. attached as Annexure VI.

Financial highlights of Insolation Green Energy Pvt. Ltd. and its contribution to the overall performance of the company during the period under report are as follows:

Further during the reporting period, no company has become or ceased to be a subsidiary/ joint venture/associate Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as required in terms of the provisions of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-VII.

COMMITTEES OF THE BOARD

The Board of Directors has constituted four (4) Committees, viz.;

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility Committee.

Details of above Committees along with their composition and meetings held during the year are provided in Annexure-VIII.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors have 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, 2024, and of the profit of the Company for the year ended on March 31, 2024:

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014, M/s Badaya& Co., Chartered Accountants (ICAI Firm Registration No. 006395C) were appointed as the Statutory Auditors of the Company, by the members of the Company at the 06th Annual General Meeting ("AGM") held on 11^th October 2021 for a period of five (5) consecutive years, to hold the office from the conclusion of the 06^th AGM held in the year 2021 until the conclusion of 11^th AGM of the Company to be held in the year 2026, on such terms and conditions and remuneration as may be decided by the Board.

The Audit Report given by the Statutory Auditors on the financial statements of the Company is annexed to this Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) thereof, for the time being in force), the Board of Directors had appointed M/s Manisha Godara and Associates, Company Secretary in Practice, New Delhi having Certificate of practice No.: 13570 as Secretarial Auditor of the Company appointed to conduct Secretarial Audit of the company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024, is attached as Annexure- IX to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

INTERNAL AUDITOR AND AUDITORS'' REPORT

The Board of Directors of the Company has appointed M/s. ARS & Company to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2023-24.

During the period under review, the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on a quarterly basis by M/s. ARS & Company(Firm Reg no.-009406C) are the Internal Auditors of the Company. There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditors.

COST AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The Board of Directors on the recommendation of the Audit Committee, has appointed M/s. Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), as Cost Auditors of the Company to conduct the cost audit for the Financial Year 2023-24.

Further the Board of Directors on the recommendation of the Audit Committee, has re-appointed M/s. Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), as Cost Auditors of the Company to

conduct the cost audit for the Financial Year 2024-25 pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Audit and Records) Rules, 2014, as amended. .

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditors is required to be placed before the shareholders in the General Meeting for their ratification. Accordingly, an Ordinary Resolution seeking shareholders'' ratification for the remuneration payable to M/s. Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), is included in the Notice convening the ensuing Annual General Meeting of the Company.

During the year under review, the Company has filed the Cost Audit Report for the financial year 2022-23 with the Registrar of Companies (Central Government), Rajasthan and there was no qualification(s) or adverse remark(s) in the Cost Audit Report, which require any clarification/explanation. Further, M/s. Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), were appointed as Cost Auditors of the Company to submit the cost audit report for the financial year 2023-24 and the same will be filed with the Registrar of Companies (Central Government) in due course.

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the Auditors of the Company have not identified and reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Your Company has always been following its core philosophy of serving society ever since its inception.

Your Company has a comprehensive CSR Policy outlining programmes, projects and activities that your Company undertakes to create a significant positive impact on identified stakeholders. All these programmes fall within the purview of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.The Corporate Social Responsibility Policy (''CSR Policy'') of your Company, is available on your Company''s website and can be accessed athttps://insolationenergy.in/investors/policv

The Board of Directors of the Company had constituted the Corporate Social Responsibility Committee of the Board of Directors, which performs the roles and functions as mandated under the provisions of Companies Act, 2013 and such other matters as prescribed by the Board of Directors from time to time. As on 31^st March, 2024, the Corporate Social Responsibility Committee of the Board of Directors of the Company comprised of the following members:

During the financial year 2023-24, the Company has spent 19.55 Lakhs on CSR activities. The Annual Report on Corporate Social Responsibility Activities, as required under Section 135 of the Companies Act, 2013 read the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - X to this Report.

RISK MANAGEMENT AND POLICY

The Company recognizes that risk is an integral and inevitable part of the business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing the risks in the internal and external environment along with minimizing the impact of risks. The Company incorporates the risk mitigation steps in its strategy and operating plans. The objective of the risk management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder''s expectations proactively and improve organizational resilience and sustainable growth.

The Company regularly identifies the uncertainties and after assessing them, devises short-term and longterm actions to mitigate any risk, which could materially impact the Company''s long-term plans. Mitigation plans for significant risks are well integrated with business plans and are reviewed on a regular basis by the management of the Company. The Company periodically reviews and improves the adequacy and effectiveness of its risk management systems considering rapidly changing business environment and evolving complexities.

The Company had already adopted a Risk Management Policy. The said Policy is uploaded on the website of the Company at https://insolationenergy.in/investors/policv

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the period under review, there have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the period under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CORPORATE GOVERNANCE

As the Company is listed on the BSE-SME platform, the requirement of furnishing Corporate Governance Report under Regulation 27(2) read with Schedule V of the Listing Obligations & Disclosure Requirements Regulations, 2015 is not applicable to the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2024, is available on the website of the Company at https://insolationenergy.in/investors

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities covered under section 186 of the Companies Act, 2013read with the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time, forms part of the notes to the Financial Statements of the company. SECRETARIAL STANDARDS: -

The company has complied with the requirements prescribed under the secretarial standards on the meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by Institute of Company Secretaries of India ("ICSI")

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are the principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However, aspirations of employees in Company remain to be high. This is a challenge as only growth can fulfill these aspirations and in today''s market scenarios one has to perform extraordinarily to achieve growth.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company''s commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being.

Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

VIGIL MECHANISM & WHISTLE BLOWER

The company has a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of the Companies Act, 2013 to provide a formal mechanism for Directors, employees and other stakeholders to report their genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics, either in writing or by email to the Chairperson of the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy of the Company is also available on the website of the company at the link https://insolationenergy.in/investors/policv

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of the Company to support women professionals through a safe, healthy, and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company has zero tolerance towards sexual harassment of Women at the workplace and has adhered to the provisions and adopted a policy on prevention, prohibition, and redressal of sexual harassment of Women at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the rules there under.

The following is the summary of Sexual Harassment Complaints received and disposed during the Financial Year 2023-24.

a. Number of Complaints of Sexual Harassment at the beginning of the Financial Year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of Complaints pending as on the end of the Financial Year: NIL

d. Nature of action taken by the Company: NA

The company has complied with the provision relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted code of conduct and code of fair disclosures ("the code") to regulate, monitor and report trading in Company''s shares by the Company''s designated persons and their immediate relatives as per the requirements of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code, inter alia, lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation and the same is available on the website of the company at https://insolationenergy.in/investors/policv

CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

The Company has framed and adopted the Code of Conduct for the Directors and Senior Management Personnel of the Company. It describes their responsibility and accountability towards the company.

The details of the code of conduct can be accessed on the website of the Company https://insolationenergv¦in/investors/policv

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Under the Familiarization programme all Independent Directors (IDs) are provided with orientation, presentations that are made by Executive Directors (EDs) and Senior Management giving an overview of the Company, to familiarize the new IDs with the Company''s business operations. The new IDs are given an operational overview, financial performance and working of the company.

The Policy on the Company''s Familiarization Programme for IDs can be accessed at the website https://insolationenergy.in/investors/details-of-familiarization-programmes

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP, and all other employees of the Company as stipulated under Section 178(3) of the Companies Act, 2013. As part of the policy, the Company strives to ensure that:

The level and composition of remuneration are reasonable and sufficient to attract, retain, and motivate Directors of the quality required to run the Company successfully. The relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

Remuneration to Directors, KMP, and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The Policy relating to the nomination and remuneration of the company is available on the website of the company https://insolationenergy.in/investors/policv

CEO/CFO CERTIFICATION

The company has obtained a Certificate from the Chief Financial Officer of the company, certifying that the financial statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading and those statements together present a true and fair view of the Company''s affairs and are in compliance with existing accounting standards, applicable laws and regulations and the same is attached as Annexure-XI to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) read with relevant SEBI Circulars, the Business Responsibility and Sustainability Report (''BRSR'') for the financial year 2023-24 is attached to this report as Annexure-XII.

OTHERS

a. The requirement of disclosure of details of the difference between the 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, is not applicable during the period under review.

b. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

c. Disclosure of certain type of agreements binding listed entities: There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Auditors, Clients, Vendors, Advisors, Consultants, and Associates at all levels for their continued guidance and support. Your directors also wish to place on record their deep sense of appreciation for their commitment, dedication, and hard work put in by every member of the Company.

For and on behalf of the Board of Directors Insolation Energy Limited

Date: 03-09-2024 Payal Gupta Vikas Jain

Place: Jaipur Director Managing Director

DIN:09353350 DIN:00812760

Dear Shareholders,

The Directors of your Company with immense pleasure, presenting the 8^th Annual Report on the business
and operation of the company together with Audited Financial Statements of Accounts and the Auditors
Report of your Company for the Financial Year ended on 31^st March, 2023.

FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the year ended 31^st March, 2023 is summarized below:

STATE OF COMPANY''S AFFAIRS
BUSINESS OPERATIONS

In the last Financial year 2022-23, it proved to a stepping stone in our journey to become North India''s
largest Solar Panel manufacturing unit. As we have become the 1^st Company with complete automated
machinery process through our latest technology installed wholly owned subsidiary company. Further the
only Solar panel Manufacturing Company whose shares are being listed in the stock exchange in this
industry in entire nation.

In the current Financial year 2023-24, our turnover raised by 20% during this year, Contributing
quantitively in the Nation''s vision of green India. Our Company have made a leap from being a Tier 2
Company to Tier 1 Company in the List of Solar Manufacturer. Apart from doing OEM for Big brands, this

year our brand INA have emerged as a Flag bearer of Quality and substance. Your Company have
successfully marked a place in the stock market earlier in the 2^nd Half Year and later we have bagged
External Commercial Borrowing from the Energy Access Relief Fund managed by Social Investment
Managers and Advisors, (SIMA) evidently gaining trust and interest of International Body.

FINANCIAL PERFORMANCE

The Company during the year has shown a steady performance with the revenue of Rs. 25,930.95 lakhs
as compared to Rs. 21545.95 lakhs in last year. Profit before tax was Rs. 832.50 Lakhs in comparison to
Rs. 934.51 Lakhs and Net profit for the year was Rs. 614.90 Lakhs as compared to Last year''s Rs. 693.52
Lakhs.

The Consolidated total revenue of Rs 28005.86 lakhs as compared to Rs. 21547.24 lakhs in last year. Profit
before tax was Rs. 1379.82 Lakhs in comparison to Rs. 935.80 Lakhs and Net profit for the year was Rs.
1068.19 Lakhs as compared to Last year''s Rs. 694.59 Lakhs.

TRANSFER TO RESERVES

The board of Directors of the company has not transferred any amount to its Reserve & Surplus during
the Financial Year 2022-23.

DIVIDEND

No Dividend has been declared by the company for the year ended March 31, 2023 with a futuristic
approach to retain the earnings in the business for expansion from internal accrual for the growth of the
company.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the company. Rather
expansion done through our Wholly Owned subsidiary, which has started its operations in February 2023
with the most latest technology available worldwide.

Moreover, The Board of Directors have decided to get their equity shares listed pursuant to Section 23 of
the Companies Act 2013, by a resolution passed at their meeting held on April 05, 2022 proposing the
Issue, subject to the approval of the shareholders and such other authorities as may be necessary. The
shareholders of the Company have, by a special resolution passed in the Extra Ordinary General Meeting
held on April 18, 2022 authorized the Initial Public Offer.

Pursuant to this, Board of Directors after In Principle approval filled Prospectus and shares were allotted
to the applied investors on 3^rd October, 2022.

10^th October, 2022 is the date of listing of shares of the Company on the BSE SME platform. Becoming
COST AUDIT

During the year under review, in accordance with Section 148 of the Companies Act, 2013 and rules
framed thereunder, the Board of Directors had appointed M/s. Deepak Mittal & Co., Cost Accountants,
(Firm Registration No. 003076), as Cost Auditors of the Company for the financial year 2022-23 to audit
the cost records for the financial year ended March 31, 2023.

Further, the Board of Directors on the recommendation of the Audit Committee had appointed M/s.
Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), as Cost Auditors of the Company
for the financial year 2023-24 to conduct audit in respect of the manufacturing of the solar Panels by the
Company (covered under Electricals or electronic machinery) for the financial year ended March 31, 2024.
The necessary resolution for ratification of remuneration of the Cost Auditor for the financial year 2023¬
24 will be placed before the members for ratification/approval at the 08^th Annual General Meeting.

The Cost Audit Report for the year ended March 31, 2023 does not contain any qualification, reservation
and adverse remark.

SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2022-23, there are no changes in the Company took place as stated below: -

1. Authorized Share Capital

During the year under review, no change was made in Authorized Share capital of the Company and
it stands at Rs. 23,00,00,000 (Rupees Twenty-three Crore) having 2,30,00,000 equity shares of Rs.
10/-

2. Preferential Issue

During the Financial Year no shares were issued under any Preferential Issue.

3. Right Issue

During the year company has not increased its issued and paid-up Equity Share Capital by making any
right issue of shares.

4. Bonus Issue

During the Financial Year no shares were issued to existing shareholders as Bonus Shares under any Bonus
Issue.

5. Issue of Equity Shares with Differential Rights

Company does not have Equity Shares with differential rights and have not issued any shares with
differential rights during the financial year 2022-23.

6. Issue of Sweat Equity Shares

During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.

7. Issue of Employee Stock Options

During the Financial Year no shares were issued under any Scheme of Employee Stock Option.

8. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees
or by trustees for the benefit of employees or by trustees for the benefit of employees.

9. Splitting/Sub Division of shares

No splitting/ sub division of shares was done during the financial year 2022-23.

10. Further Issue of Shares Through Initial Public Offer and Listing of Shares

Issue of Equity Shares through IPO:

Paid up Capital of the company was increased during the year under review through Initial Public Issue
of 58,32,000 Equity Shares (Face Value of Rs. 10/- Each) at a Price of Rs. 38/- Per Equity Share (Including
a Share Premium of Rs. 28/- Per Equity Share), Aggregating Rs. 2,216.16 Lakhs.

Therefore, the revised capital structure as on March 31, 2023 is as follows:

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection fund
(IEPF).

DEPOSITS

Company has complied with section 73 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment. Hence, the requirement
of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not
applicable.

However, the Company being Private Limited Company before has accepted unsecured deposits from a
Shareholder i.e. Mr. Siddhartha Sharma of Rs. 1,42,50,000 before the conversion of the company into
Public Company which was exempted from deposits to a Private Limited company. Later after conversion
the amount of deposit was repaid the full amount during the year.

REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed M/s Big Share Services Private Limited as its Registrar & Share Transfer Agent.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board of Directors

The members of the Company''s Board of Directors are eminent persons of proven competence and
integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they
have a significant degree of commitment towards the Company and devote adequate time to the
meetings and preparation for attending the meetings.

The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with
Section 149 of the Companies Act, 2013 (hereinafter referred to as "Act"). The Board of Directors has an
optimum combination of Executive, Non-Executive and Independent Directors. As on 31st March, 2023,
the Company has Eight Directors.

As on 31^st March, 2023, The Board of company consists of Eight (8) Directors. The composition and
category of Directors is as follows:

Mrs. Pallavi Mishra, Independent Director and Mr. Alpesh Fatehsingh Purohit, Independent Director
were appointed as independent directors with effect from 05.04.2022 during the Financial Year
2022-23.

Independent Directors

Our Company have adequate Composition of Board including three Independent Directors .

During the year under review, Mrs. Pallavi Mishra, Independent Director and Mr. Alpesh Fatehsingh
Purohit, were appointed as independent director with effect from 05.04.2022 during the year.

All the Directors are persons of immense expertise, knowledge and intellect adding value to our
Board''s capabilities.

During the financial year the Independent directors have met once that is on 7^th February, 2023
without the presence of Executives and other Non- executives Directors.

Whole -Time Director

Mr. Manish Gupta, was elevated as the Chairman & Whole-time Director of the Company for a period of
five years commencing from December 15, 2021, to December 14, 2026 at the Board meeting held on
December 15, 2021 and by the shareholders in Extra-Ordinary General Meeting held on December 24,
2021.

CFO, CS and Managing Director (KMP)

Mr. Nitesh Kumar Lata was appointed as the Chief Financial Officer of the Company with effect from
December 15, 2021.

Mr. Nitesh Kumar Lata have signed the Balance Sheet and have resigned from the Company with effect
from 14^th June , 2023.

Mr. Vikas Jain (DIN:00812760) was elevated as the Managing Director of the Company for a period of five
years commencing from December 15, 2021, to December 14, 2026 at the Board meeting held on
December 15, 2021, and by the shareholders in Extra-Ordinary General Meeting held on December 24,
2021.

Ms. Snigdha Khandelwal who was appointed as the Company Secretary of the Company with effect from
December 15, 2021 and due to some personal reason she resigned from the Post with effect from 20^th
January, 2023.

Ms. Ankita Sen (Membership no. - 55673 ) was appointed in her place as Company Secretary of the
Company on 7^th February 2023.

Directors Liable to retire by rotation and be eligible to get Re-Appointed

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013,
Mrs. Ekta Jain, Non-executive Directors who retires by rotation and being eligible to get re-appointed as
Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form
part of the Notice convening the AGM.

MEETINGS OF INDEPENDENT DIRECTORS

In Compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015; the Independent Directors Meeting of the Company was held on 07.02.2023.
Independent Directors Meeting considered the performance of Non-Independent Directors and Board as
whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its
operations and also about his/her role and duties through presentations/programs by Chairman,
Managing Director and Senior Management.

Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing
Regulations, the Independent Directors of the Company are required to hold at least one meeting in a
year without the attendance of Non-Independent Directors and Members of Management. All the
Independent Directors of the Company shall strive to be present at such meeting.

All Independent Directors were present at the meetings of Independent Directors held on 07.02.2023.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence
as specified under Section149(6) of the Act and that they qualify to be independent directors pursuant to
the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also
confirmed that they meet the requirements of ''Independent Director'' as mentioned under Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The confirmations were placed before and noted by the Board.

SECRETARIAL AUDIT

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as
Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and take a view on the Company''s policies and strategy
apart from other Board matters. The notice for the board meetings is given well in advance to all the
Directors.

During the year, the Board of Directors met Fourteen times and board meetings were held on the
following dates as mentioned in the table:

Frequency and Quorum at these Meetings were in conformity with the provisions of the companies Act,
2013 and the "Listing Regulation" and the listing agreements entered into by the company with the Stock
Exchange. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Shareholder''s Meeting

During the year under review, Annual General meeting was held on 16.09.2022 and Extra- ordinary
General Meeting on 18.04.2022.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions that were entered by the Company during the Financial Year
were in Ordinary Course of the Business and on Arm''s Length basis. Accordingly, the disclosure of Related

Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is disclosed in Form
AOC-2 in Annexure-II is annexed to this report.

There have been no materially significant related party transactions between the Company and the
Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial
statements. Accordingly, particulars of contracts or arrangements with related parties referred to in
Section 188(1) along with the justification for entering into such contract or arrangement is disclosed in
the financials.

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has devised a Policy for Directors; appointment and remuneration including criteria for
determining qualifications, performance evaluation and other matters of Independent Directors, Board,
Committees and other individual Directors which include criteria for performance evaluation of both non¬
executive directors and executive directors.

The Company''s Nomination & Remuneration policy which includes the Director''s appointment &
remuneration and criteria for determining qualifications, positive attributes, independence of the Director
& other matters is attached as Annexure-III to this Report and the same is also available on the website
of the Company at the link https://insolationenergy.in/investors/

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement
is attached as Annexure-IV.

Apart from that, there are no Employees in the Company whose particulars are required to be disclosed
in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016 in the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of The Companies
(Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign
exchange earnings and outgo are attached as Annexure-V to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

A wholly-owned subsidiary with a 100% stake in Insolation Green Energy Private Limited (IGEPL) was
incorporated by the Company in the Financial year 2021-22. IGEPL was incorporated on August 28, 2021,
with the object of setting up a solar PV module manufacturing unit with a proposed annual installed
capacity of 509 0MW. The manufacturing unit is situated in Plot No: K.No.11/1, Jatawali Industrial Area,
Near Shyam Dhani Masala Factory, Tehsil - Chomu, Jaipur-303806 (Raj.) The Company has only one Wholly
owned Subsidiaries and no Joint Ventures or Associates as on the year ended 31st March, 2023 details of
the same are being given in detailed form in Form AOC-1 i.e. is attached as Annexure VI.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the
SEBI (LODR) Regulations, 2015 is given as a separate section in the Board Report as Annexure-VII.

COMMITTEES OF THE BOARD

The Board of Directors has constituted four Committees, viz.;

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during
the year are provided in Annexure-VIII.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to
Directors'' Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are
no material departures from the same;

b) The Directors have 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, 2023 and of the profit of the Company for the year ended on
that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

AUDITORS OF THE COMPANYStatutory Auditors

M/s Badaya & Co., Chartered Accountants (ICAI Firm Registration No. 006395C) were appointed as the
Statutory Auditors of the Company, by the members of the Company at the 06th AGM held on 11th
October, 2021 for a period of five (5) consecutive years, to hold the office from the conclusion of the 06th
AGM held in the year 2021 until the conclusion of 11th AGM of the Company to be held in the year 2026,
on such terms and conditions and remuneration as may be decided by the Board.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry
of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Auditor''s has audited the Financial Statements for the year ending March 31, 2023. The Board has
duly examined the report issued by the Statutory Auditors of the Company on the accounts for the
financial year ended March 31, 2023. The notes to the financial statements, as presented in this annual
report, are self-explanatory in this regard and hence do not call for any further clarification.

The Auditor''s Report to the Members on the Standalone and Consolidated Financial Statements of the
Company for the year ended March 31, 2023 does not contain any qualifications, reservations or adverse
remarks

Secretarial Auditor

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re¬
enactments) thereof, for the time being in force), the Board of Directors had appointed M/s Manisha
Godara and Associates, Company Secretary in Practice, New Delhi having Certificate of practice No.:
13570 as Secretarial Auditor of the Company appointed to conduct Secretarial Audit of the company for
the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts)
Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company
was undertaken by the Internal Auditors of the Company on quarterly basis by M/s. ARS & Company(Firm
Reg no009406C) the Internal Auditors of the Company. There were no adverse remarks or qualification
on accounts of the Company from the Internal Auditors. The Board of Directors of the Company has
appointed ARS & Company to conduct the Internal Audit as per Rule 13 of the Companies (Accounts)
Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2022-23.

AUDITORS'' REPORT

As regards Auditors observations, the relevant notes on account are self-explanatory and therefore, do
not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or
adverse remark.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s Manisha Godara
and Associates, Secretarial Auditor in the Secretarial Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company had always been following its core philosophy of serving the society ever since its
inception. Your Company endeavours to be involved in whole gamut of activities such as sanitation and
safe drinking water, promoting education, empowering women, ensuring environmental sustainability,
healthcare and promoting sports etc. Apart from activities as above, your Company supports all other
activities in the nearby localities by means of donations and other contributions.

As per the Criteria of Section 135 of Companies act, 2013, the board is required to constitute a corporate
social responsibility committee of members, who will manage the CSR activities applicable on the
company to be undertaken by the company as specified in Schedule VII to the Companies Act, 2013 and
duly approved by the board as well as fix the amount of expenditure to be incurred on the activities and
monitor the CSR policy from time to time. Our company constituted the CSR Committee for undertaking
the CSR activities as per the provisions of Companies Act, 2013 and SEBI (LODR), 2015. at its meeting held
on April 05, 2022 constituted the “Corporate Social Responsibility Committee” with the following
members:

During the financial year 2022-23, the Company has spent 15.36 Lakhs on CSR activities. The details of the
CSR spend by the Company is annexed as Annexure XI forming part of this report.

RISK MANAGEMENT POLICY

The company is having adequate risk management procedures commensurate with the size of the
Company and the nature of its business. With regard to the element of risk, there is no element of
risk in the opinion of the Board which may threaten the existence of the Company. the Board of
Directors at its meeting held on April 05, 2022 adopted Risk Management Policy. The said Policy is
uploaded on the website of the Company at https://insolationenergy.in/wp-
content/uploads/2022/07/Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls, which impact the financial
statements. The financial controls are tested for operating effectiveness through ongoing monitoring and
review process of the management and independently by the Internal Auditors. In our view the Internal
Financial Controls, affecting the financial statements are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In this report there have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and till the date of this report.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the Financial Statement or Annual Report has been made during Financial Year 2021-22 for
any of the three preceding Financial Years.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Company''s operations in future.

CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not
applicable to the company but the Company adheres to good corporate practices at all times.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies (Management and Administration)
Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2023, will be
available on the website of the Company at https://insolationenergy.in/ once it is filed with the Registrar
of Companies and thereafter the same can be viewed by the members and stakeholders.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities covered under section 186
of the Companies Act, 2013 form part of the notes to the Standalone Financial Statements of the
company.

SECRETARIAL STANDARDS: -

The company has complied with the requirements prescribed under the secretarial standards on the
meetings of the Board of Directors (SS-1) and General Meeting (SS-2) read with the all Circulars passed
hereunder.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that its continued growth is
dependent upon the ability to attract and retain quality people. The Company also recognizes the
importance of providing training and development opportunities to its people to enhance their skills and
experiences, which in turn enables the company to achieve its business objectives. The morale of
employees continued to remain high during the year contributing positively to the progress of the
Company. However, aspirations of employees in Company remain to be high. This is a challenge as only
growth can fulfill these aspirations and in today''s market scenarios one has to perform extraordinarily to
achieve growth.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your
Company is committed to respect universal human rights. To that end, the Company practices and seeks
to work with business associates who believe and promote these standards. The Company is committed
to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and
environment. The Company provides opportunities to all its employees to improve their skills and
capabilities. The Company''s commitment extends to its neighboring communities to improve their
educational, cultural, economic and social well-being.

Your Company is an equal opportunity employer and does not discriminate on the grounds of race,
religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or
any disability not affecting the functional requirements of the position held.

VIGIL MECHANISM & WHISTLE BLOWER

The company has established a Whistle Blower Policy which also incorporates a Vigil Mechanism in terms
of the SEBI (LODR) Regulations, 2015 for directors and employees commensurate to the size and the
business of the company to promote ethical behaviour, actual or suspected fraud or violation of our code
of conduct and ethics. Under the said mechanism, the employees are free to report violations of
applicable laws and regulations and the code of conduct. It also provides for adequate safeguards against
the victimization of persons who use such mechanism.

The Whistle Blower Policy of the Company is also available on the website of the company at the link
https://insolationenergy.in/wp-content/uploads/2022/07/Whistleblower-Vigil-Mechanism.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our Company is an equal opportunity provider and believes in providing opportunity and key positions to
women professionals. At the same time, it has been an Endeavour of the Company to support women
professionals through a safe, healthy and conducive working environment by creating and implementing
proper policies to tackle issues relating to safe and proper working conditions for them.

The Company has zero tolerance towards sexual harassment of Women at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment of Women at Workplace in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the rules there under.

The following is the summary of Sexual Harassment Complaints received and disposed off during the year
2021-22.

a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of Complaints pending as on the end of the Financial year: NIL

d. Nature of action taken by the Company: NA

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the
Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be
made while dealing with shares of the Company as well as consequences of disclosures to be made while
dealing with shares of the Company as well as consequences of violation. The Policy has been formulated
to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in Company''s shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair
disclosures of unpublished price-sensitive information and code of conduct for the prevention of Insider
Trading is available on the website https://insolationenergy.in/investors/

INVESTOR GRIEVANCE REDRESSAL

During the financial year under review, reporting pursuant to investor grievance were done on time and
timely grievance were provided to the investors. There were no pending complaints against our company
as on dated 31.03.2023 as per the certificate given by RTA.

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS

There are many information''s that are important and price sensitive and required to be kept confidential
on the part of the company, if the information is disclosed this will harm the image of the company, in the
definition of the insider it will include all the persons connected with the company including all employee''s
so policy relating to this is available on the website of the company.

This policy is applicable to all employee''s and KMP''s of the company to not to disclose the confidential
information of the company which affects the performance of the company. The policy of the company
for the access is available on the website https://insolationenergy.in/investors/

CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the
Company; they have to be abiding by the rules and laws applicable on the company for the good
governance and business ethics. It describes their responsibility and accountability towards the company.
Policy of the company relating to this is available for the access at the website
https://insolationenergy.in/wp-content/uploads/2022/07/Code-of-Conduct-for-the-Board-members-
and-the-senior-management.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR is a broad term describes the company''s efforts towards the society, this is mandatory under certain
terms of Companies Act 2013, but the benefit of this policy is two handed one hand company get the
chance to involve in the social welfare and other hand this will improve the image of the company.

CSR policy creates social awareness among the companies and creates an obligation towards the society.
Policy of the company relating to this is available for the access at the website
https://insolationenergy.in/wp-content/uploads/2022/07/CSR-Policy-INA-Final.pdf

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Under Familiarization programme all Independent Directors (IDs) inducted into the Board are given an
orientation, presentations are made by Executive Directors (EDs) and Senior Management giving an
overview of our operations, to familiarize the new IDs with the Company''s business operations. The new
IDs are given an orientation on our products, group structure and subsidiaries, board constitution and
procedures, matters reserved for the Board, and our major risks and risk management strategy.

This policy includes keeping updated to the independent directors about the working of the company and
projects in which company is involved various programme are conducted by the company for the ID''s. The
Policy on the Company''s Familiarization Programme for IDs can be accessed at the website
https://insolationenergy.in/wp-content/uploads/2022/07/Familarization-programme.pdf

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

Based on the recommendations of the Nomination and Remuneration Committee, the Board has
approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part
of the policy, the Company strives to ensure that:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;

Relationship between remuneration and performance is clear and meets appropriate performance
benchmarks.

Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of the Company
and its goals. Policy relating to the nomination and remuneration of the company is available on the
website of the company https://insolationenergy.in/wp-content/uploads/2022/07/Nomination-and-
Remuneration-Policy.pdf

DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

From the point of Listed entity, investors of the entity of the also expecting more and more information
for the company, so under this policy the management of the company determines the material events
of the company and disclosed them for their investors.

Under this policy company may decide all those events and information which are material and important
that is compulsory to be disclosed for the investors about the company, policy related to this is available
at the website https://insolationenergy.in/wp-content/uploads/2022/07/Policy-for-Determination-of-
Materiality-of-information-or-Event.pdf

PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act, policy relating to
that for the safekeeping of the documents is available on website https://insolationenergy.in/wp-
content/uploads/2022/07/Preservation-of-Documents.pdf

POLICY ON RELATED PARTY TRANSACTION

The Objective of the Policy is to set out:

(a) The materiality thresholds for related party transactions; and

(b) The manner of dealing with the transactions between the Company and its related parties based on
the Act, your company adopted this policy for dealing with parties in a transparent manner available at
the website of the company https://insolationenergy.in/investors/

TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS

Independent directors are the key part of the board according to the Schedule IV to the Companies Act,
2013 they are skilled, experienced and knowledgeable persons, they are required on the board to take
improved and better decisions policy relating to the appointment will be helpful for the board policy of
the company is available at the website https://insolationenergy.in/wp-
content/uploads/2022/07/Terms-and-Conditions-for-appointment-of-ID..pdf

ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by
the employees of the company under this policy any material information relating to the company shall
be hosted on the website of company for the investors and public and remain there for period of five
year. The policy of the company for the access is available on the website https://insolationenergy.in/wp-
content/uploads/2022/07/Archival-Policy.pdf

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of
conduct is required for them for their unbiased comments regarding the working of the company. They
will follow the code while imparting in any activity of the company. The policy deals with the code of
conduct of the Independent Directors, their duties and responsibilities towards the company, is available
at the website https://insolationenergy.in/wp-content/uploads/2022/07/CODE-Independent-
Directors.pdf

RISK ASSESSMENT AND MANAGEMENT

Risk is the part of every one''s life, while running any business many kinds of risks are involved. To
minimise the business risk and all the factors that will negatively effects the organization every company
tries to follows a certain procedure for the forecasting of the risk and its management. Policy relating to
this is available on the website https://insolationenergy.in/wp-content/uploads/2022/07/Risk-
Management-Policy.pdf

WHISTLE BLOWER AND VIGIL MECHANISM

During the year under review, provisions of Section 177(10) of the Companies Act, 2013 were not
applicable on the Company.

The Board of Directors at its meeting held on April 05, 2022 adopted Vigil Mechanism/ Whistle Blower
Policy. The said Policy is uploaded on the website of the Company at https://insolationenergy.in/wp-
content/uploads/2022/07/Whistleblower-Vigil-Mechanism.pdf

PREVENTION OF SEXUAL HARRASSMENT

It has been an Endeavour of the Company to support women professionals through a safe, healthy and
conducive working environment by creating and implementing proper policies to tackle issues relating to
safe and proper working conditions for them. The Company has policy against sexual harassment.

GENERAL

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future.

All the material changes, commitments affecting the financial position of your Company between the end
of financial year (March 31, 2023) and the date of report has been mentioned in the board report. Except
our Chief Financial Officer, Mr. Nitesh Lata have resigned from our organization in 14^th June 2023.

CHANGE IN THE NAME OF THE COMPANY

Last year on 17.02.2022 our Company was converted into Public Limited Company by the requisite
approvals.

During the financial year, there has been no change in the name of the Company.

CFO CERTIFICATION

The company has obtained Compliance Certificate from Mr. Nitesh Lata, Chief Financial Officer of the
company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, for the financial year 2022-23 was placed before the Board of Directors of the Company
and is attached as Annexure-IX to this Report.

DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm and declare that all the Board Members and Senior Management Personnel have
individually affirmed compliance with the Code of Conduct adopted by the Company for the Financial Year
ended 31st March, 2023 being attached to this report as Annexure-X

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the
Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and
Associates at all levels for their continued guidance and support. Your directors also wish to place on
record their deep sense of appreciation for their commitment, dedication and hard work put in by every
member of the Company.

For and on behalf of the Board of Directors
Insolation Energy Limited

SD/-

Manish Gupta
Chairman
DIN:02917023

Date - 05.09.2023