Dear Shareholders,

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

FINANCIAL HIGHLIGHTS:

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

STATE OF COMPANY'S AFFAIRS
BUSINESS OPERATIONS

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

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

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

FINANCIAL PERFORMANCE

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

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

TRANSFER TO RESERVES

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

DIVIDEND

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

CHANGE IN THE NATURE OF BUSINESS

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

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

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

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

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

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

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

SHARE CAPITAL AND OTHER CHANGES

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

1. Authorized Share Capital

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

2. Preferential Issue

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

3. Right Issue

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

4. Bonus Issue

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

5. Issue of Equity Shares with Differential Rights

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

6. Issue of Sweat Equity Shares

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

7. Issue of Employee Stock Options

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

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

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

9. Splitting/Sub Division of shares

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

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

Issue of Equity Shares through IPO:

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

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

DEPOSITS

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

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

REGISTRAR & SHARE TRANSFER AGENTS

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

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

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

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

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

Independent Directors

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

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

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

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

Whole -Time Director

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

CFO, CS and Managing Director (KMP)

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

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

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

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

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

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

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

MEETINGS OF INDEPENDENT DIRECTORS

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

The confirmations were placed before and noted by the Board.

SECRETARIAL AUDIT

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

MEETINGS OF THE BOARD OF DIRECTORS

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

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

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

Shareholder's Meeting

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

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

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

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

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

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

COMMITTEES OF THE BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

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

Directors Responsibility Statement

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

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

b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on
that date;

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

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

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

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

AUDITORS OF THE COMPANYStatutory Auditors

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

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

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

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

Secretarial Auditor

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

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

Internal Auditor

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

AUDITORS' REPORT

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

RISK MANAGEMENT POLICY

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

INTERNAL FINANCIAL CONTROLS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

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

CORPORATE GOVERNANCE

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

ANNUAL RETURN

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

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

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

SECRETARIAL STANDARDS: -

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

VIGIL MECHANISM & WHISTLE BLOWER

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

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

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

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

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

d. Nature of action taken by the Company: NA

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

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

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

INVESTOR GRIEVANCE REDRESSAL

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

POLICIES ADOPTED BY THE COMPANY

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

CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS

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

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

CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

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

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

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

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

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

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

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

DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

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

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

PRESERVATION OF DOCUMENTS

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

POLICY ON RELATED PARTY TRANSACTION

The Objective of the Policy is to set out:

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

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

TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS

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

ARCHIVAL POLICY

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

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

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

RISK ASSESSMENT AND MANAGEMENT

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

WHISTLE BLOWER AND VIGIL MECHANISM

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

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

PREVENTION OF SEXUAL HARRASSMENT

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

GENERAL

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

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

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

CHANGE IN THE NAME OF THE COMPANY

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

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

CFO CERTIFICATION

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

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

DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT

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

ACKNOWLEDGEMENT

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

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

SD/-

Manish Gupta
Chairman
DIN:02917023

Date - 05.09.2023