Insolation Energy Ltd Management Discussions

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

In Lakhs

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 31^st 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.

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.

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.

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.

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.

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.

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 5^th 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 31^st 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:

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 5^th 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 31^st 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

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 31^st 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:

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.

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:

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

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 31^st 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 31^st 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)

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 31^st 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:

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

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

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

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

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

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

d) Amount spent in Administrative Overheads: Not applicable

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

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

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

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

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.:

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