Insolation Energy Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the First Annual Report following the migration of Insolation Energy Limited ("the Company" or "INA") from the SME Platform to the Main Board, being the 11th Annual Report of the Company, for the financial year ended 31st March 2026.

FINANCIAL SUMMARY

The Audited Financial Statements of your Company as on 31st March, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(? in Lakhs)

Particulars	Standalone 31st March, 2026	Standalone 31st March, 2025	Consolidated 31st March, 2026	Consolidated 31st March, 2025
Revenue from operations	9,802.52	11,302.35	2,146,602.13	1,333,376.84
Other income	757.73	962.83	1,750.25	985.49
Total Income	10,560.24	12,265.19	2,16,352.38	1,34,362.34
Total Operating Expenses	9,047.43	11,132.08	1,85,889.97	1,17,104.20
Profit/(Loss) Before Interest, Depreciation and taxes	1,512.81	1,133.11	30,462.41	17,258.14
Finance Costs	258.19	253.97	2,354.09	821.59
Depreciation and Amortization	319.39	211.50	3,579.79	1,130.70
Prior Period Items	-	-	-	-
Profit/(Loss) Before Tax	935.23	667.63	24,528.53	15,305.85
Current Tax	26.59	175.82	3,458.81	2,714.12
Deferred tax Provision/(Provision written back)	190.31	16.59	997.55	32.92
Earlier Year Tax	-	-	9.01	-
Net profit from continuing operations	718.33	475.22	20,063.15	12,558.81
Add: Other Comprehensive Income	-0.64	20.83	-16.01	22.44
Profit/(Loss) after Tax	717.69	496.05	20,047.14	12,581.25
EPS	0.33	0.22	9.10	5.93

KEY FINANCIAL HIGHLIGHTS OF THE YEAR

• Revenue: Total revenue of ?2,163.52 Crores, a substantial increase of 61.02% year on year compared to ?1,343.62 Crores in the previous year.
• EBITDA: Remarkable growth of 76.50%, rising to ?304.62 Crores from ?172.58 Crores.
• Profit After Tax (PAT): Extraordinary increase of 59.75% soaring to ?200.63 Crores from ?125.59 Crores.
• Earnings Per Share (EPS): Basic EPS increased to ?9.10 per equity share from ?5.93 per equity share.

LISTING

During the financial year 2025-26, the company achieved a significant corporate milestone. On 09th March, 2026, the Company successfully migrated its 22,03,94,625 fully paid-up equity shares of ?1/- each from the SME Platform of BSE Limited to the Main Board of BSE Limited and simultaneously obtained direct listing on the Capital Market Segment (Main Board) of National Stock Exchange of India Limited ("NSE").

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The company is a leading manufacturer of high-efficiency solar PV modules, offering advanced technologies such as Mono PERC and N-Type TOPCon. The company serves more than 40,000+ customers through 1000+ channel partners across 250+ districts. As of financial year 25-26, the company operates a module manufacturing capacity of 5.5 GW.

TRANSFER TO RESERVES & SURPLUS

The Board has decided to retain the entire amount of net profit in the Reserves & Surplus.

DIVIDEND

The Board does not recommend any dividend for the financial year ended 31st March, 2026, as the Company is still in the growth phase and plans to re-invest profits.

DIVIDEND DISTRIBUTION POLICY

The Board had formulated a Dividend Distribution Policy pursuant to Regulation 43A of SEBI Listing Regulations. The policy is available at: https://insolationenergy.in/investors/policy

TRANSFER OF AMOUNTS TO IEPF

During the period under review, the Company does not have any funds lying unpaid or unclaimed for a period of seven years.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of the business of the Company during the financial year.

DEPOSITS

The Company has not accepted any deposit falling within the ambit of Section 73 to 76 of the Companies Act, 2013.

SHARE CAPITAL

Authorised Share Capital: ?27,00,00,000 divided into 27,00,00,000 equity shares of face value ?1/- each.

Paid-Up Share Capital: During FY 2025-26, the Company allotted 51,625 fully paid-up equity shares pursuant to ESOP 2024. The issued and paid-up equity share capital stands increased from ?22,03,43,000 to ?22,03,94,625 divided into 22,03,94,625 equity shares of ?1/- each.

MONITORING AGENCY REPORT

CARE Ratings Limited has been the Monitoring Agency for monitoring the utilization of proceeds from the Preferential issue. The utilization was in accordance with the objects stated in the Prospectus with no deviation.

CREDIT RATING

The Companys credit ratings are disclosed in the Corporate Governance Report.

RISK MANAGEMENT AND POLICY

The Company has a Risk Management Committee constituted by the Board in compliance with Regulation 21 of SEBI LODR Regulations. The Risk Management Policy is available at: https://insolationenergy.in/investors/policy

CORPORATE SOCIAL RESPONSIBILITY

The Company has a comprehensive CSR Policy. The Annual Report on CSR Activities is annexed as Annexure-II.

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

Relevant details are attached as Annexure-II.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were in the Ordinary Course of Business and on Arms Length basis. Form AOC-2 is attached as Annexure-III.

NOMINATION & REMUNERATION POLICY

The Board has laid down a Nomination & Remuneration Policy. The policy is available at: https://insolationenergy.in/investors/policy

DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY

As on 31st March, 2026, the Company has:

• 1 Wholly Owned Subsidiary: Insolation Green Energy Private Limited
• 6 Subsidiaries: Insolation Green Infra Private Limited, MGVI Green Infra One through Five Private Limited
• 5 Associate Companies: MGVI Green Infra Private Limited, DRIPL Solar Raj Project Ten, GCPL Solar Two, GDIPL Solar Raj Project One, GDIPL Solar Raj Project Two
• 77 Step-Down Subsidiaries (established as SPVs for solar energy projects)

Insolation Green Energy Private Limited achieved a total income of ?2,164.50 Crores and reported a net profit of ?191.17 Crores during FY 2025-26.

MATERIAL SUBSIDIARY

Insolation Green Energy Private Limited is the material subsidiary. The Policy for determining material subsidiaries is available at: https://insolationenergy.in/investors/policy

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors (as on 31st March, 2026):

• 10 members: 2 Executive Directors, 3 Non-Executive Directors, 5 Independent Directors (including 1 Woman Independent Director)

Changes during the year:

• Late Mr. Kuljit Singh Popli (DIN: 01976135) ceased to hold office on 18th April 2025 due to sad demise.
• Dr. Subir Bikas Mitra (DIN: 08321265) appointed as Independent Director w.e.f. 14th July 2025 for 5 years.
• Mr. Rajiv Jain (DIN: 11247215) appointed as Independent Director w.e.f. 10th October 2025 for 5 years.
• Mr. Shreemat Pandey (DIN: 00411662) appointed as Independent Director w.e.f. 05th February 2026 for 5 years.
• Mrs. Pallavi Mishra (DIN: 06957894) ceased to be a member of the Board w.e.f. 30th June 2026.

Key Managerial Personnel:

1. Mr. Manish Gupta (DIN: 02917023) - Chairman & Whole Time Director
2. Mr. Vikas Jain (DIN: 00812760) - Managing Director
3. Mr. Ravi Dusad - Chief Financial Officer
4. Mr. Nitesh Sharma - Company Secretary & Compliance Officer

RETIREMENT BY ROTATION

Mrs. Ekta Jain (DIN: 09409513) and Mr. Manish Gupta (DIN: 02917023) retire by rotation at the forthcoming AGM and being eligible, offer themselves for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given requisite declarations confirming that they meet the criteria of independence.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 12th February, 2026 without the presence of Non-Independent Directors.

INDUCTION AND FAMILIARISATION PROGRAMME

Details are available at: https://insolationenergy.in/investors/corporate-announcements

BOARD MEETING

During FY 2025-26, Six (6) Board Meetings were held on:

• 15th May 2025
• 26th May 2025
• 14th August 2025
• 23rd October 2025
• 14th November 2025
• 12th February 2026

PERFORMANCE EVALUATION

The Board carries out an annual evaluation of its own performance, and the performance of its Committees and Individual Directors.

COMMITTEES OF THE BOARD

As on 31st March, 2026:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee

Audit Committee Composition:

• Mr. Anil Kumar Gupta (DIN: 03573328) - Chairman
• Mr. Akhilesh Kumar Jain (DIN: 03466588)
• Dr. Subir Bikas Mitra (DIN: 08321265)
• Mr. Shreemat Pandey (DIN: 00411662)

AUDITORS

Statutory Auditors: M/s. Badaya & Co., Chartered Accountants (Firm Registration No. 006395C) - term expires at upcoming AGM. Proposed appointment of M/s. ARS & Company (Firm Registration No.: 009406C) for 5 years.

Secretarial Auditors: M/s. Bhawika Ramnani & Co., Practicing Company Secretaries.

Internal Auditors: M/s. ARS & Co. (FY 2025-26); M/s. RBSN & Co. appointed for FY 2026-27.

Cost Auditors: M/s. Deepak Mittal & Co., Cost Accountants.

REPORTING OF FRAUDS

No frauds were identified or reported by the Auditors.

ANNUAL RETURN

Available at: https://insolationenergy.in/investors/corporate-announcements

EMPLOYEE STOCK OPTION PLAN

The Company has instituted Insolation Energy Employee Stock Option Plan 2024 ("ESOP 2024"). Originally 2,00,000 options, adjusted to 20,00,000 options after share split. In-Principle Approval received from BSE and NSE.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES

Details form part of the notes to the Financial Statements.

LOAN FROM DIRECTORS

The Company has not taken any loans from Directors or their relatives.

PARTICULARS OF REMUNERATION

Disclosures are annexed at Annexure-VII.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are adequate and operating effectively. No material weakness was observed during the year.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes employees as principal assets. As of 31st March, 2026, the Company had 394 permanent employees.

VIGIL MECHANISM & WHISTLE BLOWER

The Company has adopted a Whistle Blower Policy. No personnel has been denied access to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Particulars	No. of Complaints
Complaints received during the year	Nil
Complaints disposed during the year	Nil
Cases pending for more than 90 days	Nil

MATERIAL CHANGES AND COMMITMENTS

No material changes affecting the financial position occurred between the end of the financial year and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS

No significant orders were passed by regulators or courts impacting the going concern status.

COMPLIANCE WITH SECRETARIAL STANDARDS

The company has complied with SS-1 and SS-2.

MATERNITY BENEFIT

The company has complied with the Maternity Benefit Act, 1961.

CORPORATE INSOLVENCY RESOLUTION PROCESS

No application was made under the Insolvency and Bankruptcy Code, 2016.

ONE TIME SETTLEMENT

Not applicable during the period under review.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS

No revisions were made.

CORPORATE GOVERNANCE

The compliance report is provided in the Corporate Governance section.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

BRSR is included as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Provided in a separate section.

DIRECTORS RESPONSIBILITY STATEMENT

The Board states that:
a) Applicable accounting standards have been followed.
b) Accounting policies have been selected and applied consistently.
c) Proper care has been taken for maintenance of adequate accounting records.
d) Annual accounts have been prepared on a going concern basis.
e) Internal financial controls are adequate and operating effectively.
f) Proper systems ensure compliance with applicable laws.

ACKNOWLEDGEMENT

The Directors express gratitude to all stakeholders.

For and on behalf of the Board of Directors

INSOLATION ENERGY LIMITED

Date: 12th August, 2026

Place: Jaipur

(Manish Gupta) - Chairman & Whole Time Director (DIN: 02917023)

(Vikas Jain) - Managing Director (DIN: 00812760)