insolation energy ltd share price Directors report

In the last Financial year 2022-23, it proved to a stepping stone in our journey to become North Indias 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 Nations 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.

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 years 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 years Rs. 694.59 Lakhs.

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

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.

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 202324 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.

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

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:

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).

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.

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 Companys 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.

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 Boards 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.

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.

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.

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.

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.

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.

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.

The Board meets at regular intervals to discuss and take a view on the Companys 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.

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

All contracts/arrangements/transactions that were entered by the Company during the Financial Year were in Ordinary Course of the Business and on Arms 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.

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 Companys Nomination & Remuneration policy which includes the Directors 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/

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.

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.

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 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.

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.

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.

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 Auditors 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 Auditors 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

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.

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.

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.

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.

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

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.

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.

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.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys 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.

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 covered under section 186 of the Companies Act, 2013 form part of the notes to the Standalone Financial Statements of the company.

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.

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 todays 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 Companys 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.

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 codeof 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

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

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 Companys 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/

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.

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

There are many informations 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 employees so policy relating to this is available on the website of the company.

This policy is applicable to all employees and KMPs 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/

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

CSR is a broad term describes the companys 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

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 Companys 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 IDs. The Policy on the Companys Familiarization Programme for IDs can be accessed at the website https://insolationenergy.in/wp-content/uploads/2022/07/Familarization-programme.pdf

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

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

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

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/

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

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

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 is the part of every ones 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

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

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 Companys 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.

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.

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

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

FORM NO. MR-3 SECRETARIAL AUDIT REPORT For The Financial Year Ended March 31, 2023

To

The Members Insolation Energy Limited G-25, City Centre,

Sansarchand Road Near MI Road Jaipur Rj 302001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by "Insolation Energy Limited" (hereinafter called the "company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the financial year ended on March 31, 2023 according to the provisions of:

(i) The Companies Act, 2013 ("the Act") the rules made there under including any re-enactment thereof;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowing;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) to the extent applicable during the Audit Period;

We have also examined compliance with the applicable clauses of the following:

I. The Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India;

II. The Listing Agreements entered into by the Company with Bombay Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above.

Statutory Auditors and other designated professionals.

The following Regulations and Guidelines prescribed under The Securities and Exchange Board of India Act, 1992 were, in our opinion, not attracted during the financial year under report;

(a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulation, 2009;

(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

We further report that: -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance or consent of all directors were received in writing for shorter board meeting notice consents (if any), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decision at Board Meetings and Committee Meetings are carried unanimously or majority as recorded in the minutes of the Meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period, the Company has not incurred any specific event/ action that can have a major bearing on the companys compliance responsibilities in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.,

Management Responsibility:

i. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

ii. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion;

iii. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company or verified compliances of laws other than those mentioned above;

iv. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

v. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

vi. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Manisha Godara and Associates Company Secretaries FRN: S2014RJ268900

UDIN: A036531E000916729 Date: 01-Sept-2023 Place: New Delhi

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms-length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

2. Details of material contracts or arrangements or transactions at Arms length basis.

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

SD/-

Manish Gupta Chairman DIN:02917023

Date - 05.09.2023

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Listing Agreement, as amended from time to time. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

The Board of Directors of the Company (Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of three non-executive directors out of which two shall be the Independent Directors. The Chairman of the Committee shall be an Independent Director.

The objective of the policy is to ensure that-

(a) 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;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to directors, key managerial personnel 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 role of the NRC will be the following: -

(a) To formulate criteria for determining qualifications, positive attributes and independence of a Director.

(b) To formulate criteria for evaluation of Independent Directors and the Board.

(c) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

(d) To carry out evaluation of Directors performance.

(e) To recommend to the Board the appointment and removal of Directors and Senior Management.

(f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

(g) To devise a policy on Board diversity, composition, size.

(h) Succession planning for replacing Key Executives and overseeing.

(i) To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

(j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his/her appointment, as per Companys Policy.

A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the position.

The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders bypassing a special resolution.

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

An Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

Removal

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

The Remuneration/Commission etc. to be paid to Managing Director/Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole- time Directors.

The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

All the remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share-based payment schemes of the Company.

Any remuneration paid to Non-Executive/Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

(i) The Services are rendered by such Director in his capacity as the professional; and

(ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share-based payments to be made to Directors (other than Independent Directors).

The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive any, incompliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share-based payments to be made to Key Managerial Personnel and Senior Management.

The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

The Committee may Delegate any of its powers to one or more of its members.

Sd/-

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

Manish Gupta Chairman DIN:02917023

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company along with Percentage increase in each director, CEO, CFO, Manager and CS for the financial year 2022-23:

*Ratio and percentage change in remuneration of Company Secretary is not applicable since Both the Company Secretary were note employed for whole of the Financial Year 2022-23. Ms. Snigdha Khandewal resigned on 20^th January 2023 and Ms. Ankita Sen was appointed as the Company Secretary of the company w.e.f 7^th February in her place.

1) The Non-Executive Directors and Independent Directors of the Company are entitled for sitting fee as per the statutory provisions of the Companies Act 2013.

2) The median was calculated on the CTC Basis.

3) The median remuneration of employees of the Company during the financial year (2022-23) was Rs. 27,000

4) The percentage Increase in the median remuneration of the employees in the FY (2022-23): 3%

5) There were 146 permanent employees on the rolls of Company as on March 31, 2023.

6) Key parameters for the variable component of Remuneration availed by the Directors:

There is no variable component of remuneration avail by the Directors.

7) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

> Average Increase in median salary of the companys employees excluding KMPs: NA

> Average Increase in the remuneration of KMPs: 10%

independent Directors were appointed last year hence sitting Fees started from that time other than this there is only an increase in the Remuneration of CFO.

> The total managerial remuneration for the Financial Year 2021-22: 126.85 Lakhs

> The total managerial remuneration for the Financial Year 2022-23: 145.20 Lakhs

2. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The Details of the Remuneration paid/to the Directors for the year 2022-23 are given below:

The Company shall reimburse actual entertainment and travelling expenses incurred by the Managing Director of the Company. Beside this, the Managing Director and Whole-Time Directors are also entitled to encashment of leave and Gratuity at the end of the Tenure, as per the rules of the Company.

• The Agreement with Mr. Manish Gupta, Chairman and Whole-Time Director and Mr. Vikas Jain, Managing Director are for a period of 5 years. Either party to the Agreement is entitled to terminate the Agreement by giving to the other party 3 months advance notice in writing.

• The Company presently does not have a scheme for grant of stock options either to the Executive Directors or employees.

• There is no separate provision for payment of severance fees to the Directors.

• The Non-Executive Directors - Mrs. Payal Gupta and Mrs. Ekta Gupta Holds 60 shares each in the company while Mr. Akhilesh Kumar Jain holds 9000 equity shares in the Company as on 31^st March 2023

Sd/-

Manish Gupta

(Chairman and Whole-Time Director)

(DIN- 02917023)

Place: Jaipur Date: 05.09.2023

A. CONSERVATION OF ENERGY

Energy conservation is very important for the company and therefore energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipments with latest technologies. Maintenance and repairs of all equipment and machineries are carried out timely to ensure optimum energy efficiency.

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

The Company continuous to use the latest technologies for improving the productivity and quality of its products and services. Our R&D and technical experts constantly visit international markets to identify and keep pace with the latest technological available.

Benefits derived through such efforts:

(a) The Company has developed a culture of staying informed about the latest developments in related technology as well as constantly updating our equipment and processes. Such innovations have led us to be in the forefront amongst our competitors.

(b) Technology absorption efforts have not only allowed us to develop new products but also improve our existing ones.

C. FOREIGN EXCHANGE EARNING & OUTGO:

There are foreign exchange earnings and outgo during the year under review:

SD/-

Manish Gupta

(Chairman and Whole-Time Director) (DIN- 02917023)

Place: Jaipur Date: 05.09.2023

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

(Information in respect of each subsidiary to be presented with amounts in Lakhs.)

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures.

Sd/-

Manish Gupta

(Chairman and Whole-Time Director) (DIN-02917023)

Place: Jaipur Date: 05.09.2023