insolation energy ltd share price Management discussions


The Management of Insolation Energy Limited Presenting Management Discussion and Analysis Report covering the operational and financial performance of the company for the year 2022-23, the core business of the company is manufacturing, trading and marketing of Solar Panels and Battery.

BUSINESS OVERVIEW

Our Company is promoted and managed by Manish Gupta and Vikas Gupta. Our individual promoters manage and control the major affairs of our business operations. 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. It is the vision of our promoters that has been instrumental in defining the business strategy of our Company.

Our Company is amongst the second largest North India solar panels, Batteries and inverter manufacturers based out in Jaipur, Rajasthan.

Our fully automatic, state of the art two solar panel manufacturing unit is spread in more than 1,90,000 Sq. ft area with automatic machinery, which delivers A-grade quality solar PV module ranging from 40Wp to 590 Wp, Solar Tubular / Li-ion Batteries ranging from 40Ah to 220 Ah and Solar PCU ranging from 440 VA to 10000 VA confirming to all international / domestic standards such as IEC, UL, MNRE, CE, BIS etc. Our Panels are also a part of ALMM (Approved List of Modules Manufacturers). Our Products are promoted in the brand name of INA.

OPPORTUNITIES

The Company has carved a niche for itself in the industrial shoe/ uppers segment in the domestic market and now all set to enter Foreign Market. The quality of the Companys products and services provided is well recognized. Embarking on this strength we are constantly working towards expanding the market for Companys products in India and now in other countries apart from our present work areas.

RISK & CONCERNS

To sustain and grow in global market one must be ready for some level of uncertainty. Greater the uncertainty, higher the risk. The risk management function is integral to the Company and its objectives include ensuring that critical risks are identified, continuously monitored and managed effectively in order to protect the Companys business. The Company operates in an environment which is affected by various factors some of which are controllable while some are outside the control of the company. The Company proactively takes reasonable steps to identify and monitor the risk and makes efforts to mitigate significant risks that may affect it. Some of the risks that are potentially significant in nature and need careful monitoring are listed here under:

- Macroeconomic Factors

- Political Factors

- Changes in government policy and legislation

- Raw Material Price Increase

- Foreign Exchange Fluctuation

INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company maintains appropriate and effective internal control systems in proportion to the business size and complexity. In our opinion, these systems offer, among other things, a fair guarantee that transactions are carried out with management authorization. These have been implemented at every level and are meant to ensure compliance with statutory and regulatory requirements for internal controls, as well as the accurate recording of financial and operational data. The permissible compilation of financial accounts in accordance with generally accepted accounting standards is also ensured, as is the sufficient protection of the Companys assets from major misappropriation or loss. A crucial component of the Companys internal control system is an independent internal audit function. In addition to this, the Company also has a robust internal audit programme and regular reviews by Management and the Boards Audit Committee.

FINANCIAL PERFORMANCE

The summarized financial performance of the Company as compared to last year is shown as under:

In Lakhs

Particulars

2022-23 2021-22 % change

Revenue from operations

25,866.75 21,539.27 20.09%

Other Income

64.20 6.68 861.05%

Profit before tax

832.50 934.51 -10.91 %

Net Profit after tax

614.90 693.52 -11.33%

Payment of Dividend (including Interim and DDT)

- - -

EPS

3.46 24.11 -85.64%

Debtors Turnover Ratio

10.37 13.05 -20.53%

Inventory Turnover Ratio

9.78 11.31 (20.29%)

Interest Coverage Ratio

4.23 5.12 -21.04%

Current Ratio

2.29 1.45 58.65%

Debt Equity Ratio

1.17 2.01 ( -41.79%)

Operating Profit Margin (%)

4.21% 5.39% -21.89%

Net Profit Margin (%)

2.38% 3.22% -26.09%

Return on Net Worth

12.93% 31.34% -58.74%

HUMAN RESOURCE

Human resource remains a valuable asset of our business. The Company continues to lay emphasis on attracting and retaining talent. Personnel developmental initiatives including training, both technical and managerial, are regularly conducted to enhance human potential. As on 31st March, 2023 the Company has 146 employees and almost 60 employees in its Wholly Owned Subsidiary. 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 has established a full-fledged Human Resources Department, which is entrusted with the responsibility of retaining and developing the skills of all its employees. 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 industrial relations in all units of the company continue to be cordial.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety policy commits to comply with applicable Legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

FORWARD LOOKING STATEMENT

The success of our business depends substantially on our ability to implement our business strategies effectively. Company is planning to expand its operations in the domestic tiles market of India by appointing its dealers throughout in India. The company also planning to acquire other business involved in the same line of business activity. This will result in increasing the market capturing of the company and will also increase the turnover and as a result the profits of the Company.

OCCUPATIONAL HEALTH. SAFETY. AND ENVIRONMENT

The emphasis on Occupational Health, Safety and Environment continues at all of the operations of the Company throughout India. The Company is committed to the best standards in safety and continuously monitors matters related to this.

CORPORATE SOCIAL RESPONSIBILITY

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.

As per provisions of Section 135 of the Companies Act, 2013, 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.

CAUTIONARY STATEMENT

Statements in the Management Discussions and Analysis report describing the Companys objectives, projects estimate, expectations or predictions may be forward looking statements within the meaning of applicable security laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include economic conditions affecting demand and supply and price conditions in domestic and overseas market in which the company operates, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factor.

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

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company was constituted in the Board Meeting held on 5th April, 2022.

The Audit Committees composition meets with the requirement of Section 177 of the Companies Act, 2013 and Regulation of the SEBI (LODR) Regulations 2015. The Members of the Audit Committee possesses financial / accounting expertise / exposure. The Audit Committee comprised of 3 members as on 31st March, 2023. The Company Secretary is the Secretary and Compliance Officer of the Committee.

Details of Audit Committee Meeting during the year are as follows - 28.06.2022, 29.06.2022, 26.10.2022, 14.11.2022, 30.11.2022, 21.12.2022, 07.02.2023.

The detail of the composition of the Audit Committee along with meetings attended by them is as follows:

Sr. No. Name of the Person

DIN Designation No. of Meetings Attended

1. Mr. Alpesh Fatehsingh Purohit

07389212 Independent Director and Chairman 7

2. Mr. Kuljit Singh Popli

01976135 Independent Director and Member 5

3. Mr. Akhilesh Kumar Jain

03466588 Non-Executive Director and Member 7

The role of the audit committee shall include the following:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing and monitoring the auditors independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non - payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.]

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Management letters / letters of internal control weaknesses issued by the statutory auditors;

c) Internal audit reports relating to internal control weaknesses; and

d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

e) Statement of deviations:

i. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

ii. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

1. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board of Directors of the Company was constituted in the Board Meeting held on 5th April, 2022.

The Nomination and Remuneration Committees Composition meets with the requirement of Section 178 of the Companies Act, 2013 and other applicable provisions. The Members of the Nomination committee possesses sound knowledge / expertise / exposure. The Committee comprised of 3 members as on 31st March, 2023. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of the composition of the Nomination & Remuneration committee along with their meetings held/attended is as follows:

Dates of Meeting of Committee held during the year - 29.06.2022 and 07.02.2023

Sr. No. Name of the Person

DIN Designation No. of Meetings Attended

1. Mr. Kuljit Singh Popli

01976135 Independent Director and Chairman 2

2. Mr. Alpesh Fatehsingh Purohit

07389212 Independent Director and Member 2

3. Mrs. Payal Gupta

09353350 Non-Executive Director and Member 2

Terms of Reference

1. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees.

1A). For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

3. Devising a policy on diversity of Board of directors

4. Identifying persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

5. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

6. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

7. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

8. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines, etc.

The company has duly formulated the Nomination and Remuneration Policy which is also available at the company website. The Policy formulated by Nomination and Remuneration Committee includes directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors of the Company.

2. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board at its meeting held on April 05, 2022 constituted the "Stakeholders Relationship Committee" pursuant to the provisions of Section 178 of the Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (the "Act"),

The stakeholders Relationship Committee meets with the requirement of the section 178 of the Companies Act 2013, and other applicable provisions. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and redressal of shareholders / investors / security holders complaints. The Committee comprised of 3 members as on 31st March, 2023. The Company Secretary is the Secretary and Compliance Officer of the Committee.

Dates of Meeting of Committee held during the year - 07.02.2023

The detail of the composition of the said committee along with meeting attended by them is as follows:

Sr. No. Name of the Person

DIN Designation No. of Meetings Attended

1. Mrs. Pallavi Mishra

06957894 Independent Director and Chairman 1

2. Mr. Kuljit Singh Popli

01976135 Independent Director and Member 1

3. Mrs. Payal Gupta

09353350 Non-Executive Director and Member 1

THE TERMS OF REFERENCE

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, splitting of shares, changing joint holding into single holding and vice versa, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized., general meeting s etc.

(1) Review of measures taken for effective exercise of voting rights by shareholders.

(2) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

(3) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

(4) Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

(5) Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

(6) Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

RESOLVED FURTHER THAT the Company Secretary as the Compliance Officer of the Company would act as the Secretary to the Stakeholders Relationship Committee;

RESOLVED FURTHER THAT any one Director of the Board be and is hereby authorized to do all such acts, deed, matters and things as they may in their absolute discretion deem necessary, appropriate or advisable to give effect to this resolution".

3.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

However, upon the conversion of the Company into a Public Limited entity, the Board at its meeting held on April 05, 2022 constituted the "Corporate Social Responsibility Committee" with the following members:

Sr. No Name

DIN Designation No. of Meetings Attended

1. Mrs. Pallavi Mishra

06957894 Independent director and Chairman 2

2. Mrs. Ekta Jain

09409513 Non-Executive director and Member 2

3. Mr. Kuljit Singh Popli

01976135 IGN=RIGHT>Independent director and Member 2

Date of Meeting 29.06.2022, 07.02.2023

RESOLVED FURTHER THAT the roles and responsibilities of CSR Committee will be as follows:

(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of Companies Act, 2013;

(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

(c) monitor the Corporate Social Responsibility Policy of the Company from time to time.

(d) Adhere to Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modifications, amendments or re-enactments thereto for the time being in force).

(e) All other activities as informed or delegated by the Board of Directors from time to time.

The company has duly formulated the Policy on Corporate Social Responsibility which is also available at the company website. The Policy was approved by the Board of Directors of the company.

Sd/-

Manish Gupta

(Chairman and Whole-Time Director)

(DIN- 02917023)

Place: Jaipur Date: 05.09.2023

CFO CERTIFICATION

To,

The Board of Directors,

Insolation Energy Limited,

Jaipur, Raj

I, Nitesh Kumar Lata, Chief Financial Officer (CFO) of the Insolation Energy Limited, to the best of my knowledge and belief, certify that:

I have reviewed Financial Statements (Balance-Sheet, Statement of profit and loss account, and all the schedules and notes on accounts) and the Cash flow Statement Results and Board Report for the year ended 31st March, 2023 on my knowledge, belief and information:

i. These financial statements do not contain any materially untrue statement or omit any material fact nor contain statements that might be misleading.

ii. These financial statements present a true and fair view of the Companys affairs and are in compliance with the applicable laws and regulations.

To the best of my knowledge and belief, no transactions entered into by the Company during the year ended 31st March 2023, which are fraudulent, illegal or violative of the Companys code of conduct. That I accept responsibility for establishing and maintaining internal controls, I have evaluated the effectiveness of the internal control systems of the Company and I have disclosed to the auditors and the audit committee, deficiencies in the design or operation of internal controls, if any, of which I have become aware and the steps that I had taken or propose to take to rectify the identified deficiencies.

i. There has not been any significant change in internal control over financial reporting during the year under reference;

ii. There has not been any significant change in accounting policies during the year requiring disclosure in the notes to the financial statements; and

iii. There have been no instances of significant fraud of which I have become aware and the involvement therein of the management or an employee having a significant role in the Companys internal control system over financial reporting.

Sd/-

Nitesh Kumar Lata (Chief Financial Officer)

DECLARATION ON CODE OF CONDUCT

As provided under Regulation 34(3) read with Schedule V of the Securities & Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulations 2015. The members of the Board of Director and Senior Management have affirmed compliance with code of conduct of Board of Directors and Senior Management for the year ended 31st March, 2023.

Sd/-

Manish Gupta

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

Place: Jaipur Date: 05.09.2023

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2022-23

[Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended]

1. Brief outline on CSR Policy of your Company Your Companys CSR strategy framework is based on the principles of Responsible Business and Shared Value. The CSR programme framework is both in line with your Companys long-term commitment to building positive value for the communities (including key stakeholders) as well as addresses key developmental priorities as identified by Schedule VII to the Companies Act, 2013.

2. Composition of the CSR Committee:

Sr. No. Name

DIN Designation

1. Mrs. Pallavi Mishra

06957894 Independent Director and Chairman

2. Mrs. Ekta lain

09409513 Non-Executive Director and Member

3. Mr. Kuljit Singh Popli

01976135 Independent Director and Member

3. Provide the web-link where composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of your Company:

https://insolationenergy.in/wp-content/uploads/2022/07/CSR-Policy-INA-Final.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).

Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set-off for the financial year, if any.- Not Applicable

6. Average net profit of your Company as per section 135(5): Rs. 7,68,34,894

7. a) Two percent of average net profit of the Your Company as per section 135(5)

15,36,697.88

b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years

c) Amount required to be set-off for the financial year

-

d) Total CSR obligation for the financial year (7a+7b-7c)

15,36,697.88

8. (a) CSR amount spent or unspent for the financial year: Not applicable.

Total Amount

Spent

for the

Financial Year (in Rs)

Amount Unspent (in Rs)

Total Amount transferred to Unspent CSR Account as per section 135(6)

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)

Amount

Date of Transfer

Name of the fund Amount Date of Transfer

6. Average net profit of your Company as per section 135(5): Rs. 7,68,34,894

7. a) Two percent of average net profit of the Your Company as per section 135(5)

15,36,697.88

b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years

"

c) Amount required to be set-off for the financial year

-

d) Total CSR obligation for the financial year (7a+7b-7c)

15,36,697.88

8. (a) CSR amount spent or unspent for the financial year: Not applicable.

Total Amount Spent

for the Financial

Year

(in Rs)

Amount Unspent (in Rs)

Total Amount transferred to Unspent CSR Account as per section 135(6)

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)

Amount Date of Transfer Name of the fund Amount Date of Transfer

(b) Details of CSR amount spent against ongoing projects for the financial year: Not applicable.

Sr.

No

Name of the Project

Item from the list of activities in Schedule

VII to

the

Act

Local

area

(Yes

/No)

Location of the project

Project

duration

Amount

allocated

for the project (Rs. in crore)

Amount spent in the

current financial 1 year (Rs. in crore)

Amount transferred to Unspent CSR

Account for the project as per

Section

135(6)

(Rs. in crore)

Mode of Implementation -

Direct

(Yes/No)

Mode of Implementation - Through

Implementing Agency

Stat

e

District Nam

e

CSR

Registration

number

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

Name of the

Project

Item from the list of activities in Schedule VII to the Act

Local

area

(Yes/No)

Location of the project

Amount spent in the

current

Financial

year

(Rs.)

Mode of

Implementation Direct (Yes/No)

Mode of Implementation - Through

Implementing Agency

State District Name of the

agency

CSR

registration

number

Gem City

Charitable

Trust

(ii) Social Welfare and Healthcare Yes Rajasthan laipur 50000 Yes

Har Char Tiranga

(i) promotion of education relating to culture Yes Rajasthan Jaipur 140000 Yes

Abdominal

Cancer

Trust

(i) promoting health care Yes Rajasthan jaipur 140000 No Abdominal

Cancer

Trust

CSR00050422

Shree

Rrahmani

Cheritable

Trust

(i) Social Welfare.

Women

Empowerment

Yes Gujarat Ahmedabad 1000000 No Shree

Brnhmani

Cheritable

Trust

CSR00032296

Dakshiva

Welfare

Foundation

(i) Protection of flora and fauna YES Rajasthan jaipur 206700 No Dakshiva

Welfare

Foundation

CSR00026307

Total

15,36,700

d) Amount spent in Administrative Overheads: Not applicable

(e) Amount spent on Impact Assessment, if applicable: Not applicable.

(0 Total amount spent for the Financial Year (8b+8c+8d+8e): Rs 15,36,698 (g) Excess amount for set-off, if any:

SI. No. Particulars

Amount

(Rs.)

Two percent of average net profit of the Your Company as per section 135(5)

15,36,698

ii. Total amount spent for the Financial Year

15,36,698

iii. Excess amount spent for the financial year f(ii)-(i)l

-

iv. Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any

NIL

V. Amount available for set-off in succeeding financial years r(iii)-(iv)]

-

9. (a) Details of Unspent CSR amount for the preceding three financial years:

SI. No. Preceding year

Amount transferred to Unspent CSR Amount spent in the reporting

Amount transferred to any fund specified under Schedule VII as per section 135(6), if any

Amount remaining to be spent in
Account under section 135 (6) (in Rs.) Financial Year (in Rs.) Name of the fund Amount (in Rs.) Date of transfer succeeding financial year (in Rs.)

Not Applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

SI.

No.

Name of the

Project

Financial Year in which the project was commenced Project

duration

Total amount allocated for the project (in Rs) Amount spent on the project in the

reporting Financial Year (in Rs.)

Cumulative amount spent at the end of reporting Financial Year (in Rs.) Status of the project - Completed / Ongoing.

Not Applicable

(C) Details of CSR amount spent against other than ongoing projects for the financial year:

Name of the Project

Item from the list of activities in Schedule VII to the Act

Local

area

(Yes/No)

Location of the project

Amount spent in the

current

Financial

year

(Rs.l

Mode of

Implementation ¦ Direct (Yes/No)

Mode of Implementation - Through

Implementing Agency

State District Name of the

agency

CSR

registration

number

Gem City Charitable Trust

(ii) Social Welfare and Healthcare Yes Rajasthan Jaipur 50000 Yes Gem City

Charitable

Trust

Har GharTirnnga

(i) promotion of education relating to culture Yes Rajasthan Jaipur 140000 Yes

Abdominal Cancer Trust

(ii) promoting health care Yes Rajasthan Jaipur 140000 No Abdominal Cancer Trust CSR00050422

Shree Brahmani Chcritable Trust

(i) Social Welfare Yes Rajasthan Jaipur 1000000 No Shree

Brahmani

Chcritable

Trust

CSR00032296

Dalcshiva Welfare Foundation

(i) protection of flora and fauna YES Rajasthan Jaipur 206700 No Daksliiva

Welfare

Foundation

CSR00026307

Total

15,36,700

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year.:

Date of creation or

acquisition

of the capital asset(s)

Amount of CSR spent for creation

or acquisition of capital asset

(Rs. in crore)

Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset)

Not Applicable

11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per section 135(5).

Not Applicable

12. The CSR committee confirms that the implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy 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 Place: Jaipur

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

For the Financial Year ended March 31, 2023

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To, Dt. 05-09-2023

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

Sansarchand Road Near Ml Road Jaipur Rj 302001

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Insolation Energy Limited having CIN: L40104RJ2015PLC048445 and having registered office G-25, City Centre, Sansarchand Road, Near Ml Road, Jaipur, Rj-302001 Rajasthan (hereinafter referred to as the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para- C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st March, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

SI. No. Name of Director

DIN DESIGNATION DATE OF APPOINTMENT

1, VIKAS JAIN

00812760 Managing Director 15/10/2015

2. KUUIT SINGH POPLI

01976135 Independent Director 15/12/2021

3. MANISH GUPTA

02917023 Chairman & Whole-Time Director 15/10/2015

4. AKHILESH KUMAR JAIN

03466588 Non-Executive Director 18/01/2022

5. PALLAVI MISHRA

06957894 Independent Director 05/04/2022

6. ALPESH FATEHSINGH PUROHIT

07389212 Independent Director 05/04/2022

7. PAYAL GUPTA

09353350 Non-Executive Director 15/12/2021

8. EKTAJAIN

09409513 Non-Executive Director 15/12/2021

Ensuring the eligibility of, for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR MANISHA GODARA & ASSOCIATES COMPANY SECRETARIES

CS MANISHA GODARA M.No.: A36531 CP No.: 13570 UDIN: A036531E000956703