Dear Members,

The Board of Directors of your Company ("The Board") takes great pleasure in presenting before you the 9^th Annual Report on the Operational and Financial performance of Insolation Energy Limited ("the Company") along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

A brief of financial performance for the year gone by and its comparison with the previous year is given below: -

(Amount in Lakhs)

STATE OF COMPANY'S AFFAIRS BUSINESS OPERATIONS

Our Company is one of the leading players in India's solar energy sector, Reports419.50%YOY Growth in PAT in Financial Year 2023-24 on Consolidated basis, Setting another milestone in our journey to become India's leading Solar Panel manufacturing unit with complete automated machinery process through our latest technology. The company has taken a positive step in the direction of fulfilling our Hon'ble Prime Minister's vision - to achieve Net-Zero emissions in India by the year 2070 through Make in India Initiative. In fulfilling this vision, INA Solar has supplied more than 600 MW of modules by participation in key government schemes like PM Surya Ghar Muft Bijli Yojana, JJM, SECI, PM Kusum Yojana, BREDA, HAREDA, Rajasthan Rooftop Projects, Gujarat Rooftop Projects, BSNL, Solar Park and more. Our success is a symbol of the trust of the industry and its customers in our capabilities. With an unwavering commitment to innovation in the energy sector, we prioritize customer satisfaction to the fullest. With our motto being "Together We Shine we strongly believe in sharing our success with all our stakeholders and consistently invest into innovation to create high-performance products that contribute to a more energy-efficient world.

TRANSFER TO RESERVES& SURPLUS

During the period under review, the board of Directors of the company has decided to transfer the net profit of Rs. 286.76 to the Reserve& Surplus during the Financial Year 2023-24.

DIVIDEND

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the nature of business of the company.

SHARE CAPITAL AND THEIRCHANGES

1. Authorized Share Capital

During the period under review, no change was made in the Authorized Share capital of the Company and it stands at Rs. 23,00,00,000 (Rupees Twenty-three Crore)divided into2,30,00,000 equity shares of Rs. 10/- each.

However, in the Financial Year 2024-25 to facilitate the future requirements of the Company, pursuant to approval of the Shareholders in the Extra Ordinary General Meeting held on June 17, 2024, the Authorized Share Capital of the Company increased from the existing Rs. 23,00,00,000/- (Rupees Twenty-Three Crore Only) divided into 2,30,00,000 (Two Crore Thirty Lakh Only) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 270,000,000/- (Rupees Twenty-Seven Crore Only) divided into 2,70,00,000 (Two Crore Seventy Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each ranking pari passu in all respect with the existing Equity Shares of the Company.

2. Issued, subscribed, and Paid up Share Capital

During the period under review, no change was made in Paid up Share capital of the Company and it stands at Rs. 20,83,20,000 (Rupees Twenty Crore Eighty-Three Lakhs Twenty Thousand) having 2,08,32,000 equity shares of Rs. 10/- each.

3. Issue of Employee Stock Options

The Company to attract, motivate, retain talent, and reward loyalty, formulated the "Insolation Energy Employee Stock Option Plan 2024" for grant of a upto 2,00,000 (Two Lakh Only) Options in one or more tranches to the eligible employees of the Company.

The Nomination and Remuneration Committee in their meeting held on 3^rd February, 2024has recommended "Insolation Energy Employee Stock Option Plan 2024" to grant, offer, and issue 2,00,000 (Two Lakh Only) Options in one or more tranches, to the eligible employees of the Company whether working in India or out of India and to issue, transfer or allot such number of equity shares to such eligible employees not exceeding an aggregate of 2,00,000 (Two Lakh Only) fully paid-up Equity shares of the face value of Rs. 10/- each which was approved by the Board of Directors in its meeting held on 3^rd February, 2024 and shareholders approved the same in their meeting held on 4^th March, 2024.

Further, on 17^th June 2024, "Insolation Energy Employee Stock Option Plan 2024" further approved by Shareholders with the object to extending benefits of Insolation Energy Employee Stock Option Plan 2024 for eligible employees of its subsidiary/associate/group/holding companies as applicable.

With regard to the above, the necessary disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 as on 31^st March, 2024 is provided in Annexure - I to this report.

The details are also available on the website of the Company at the weblink: https://insolationenergy.in/investors

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the period under review, your Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to the Investor Education and Protection Fund(IEPF).

DEPOSITS

During the reporting period the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Company has not accepted any deposit in earlier years, as such question of unpaid or unclaimed deposit and default in repayment does not arise.

REGISTRAR & SHARE TRANSFER AGENTS

The Shareholders of the Company may address all their communication relating to transfer, transmission, refund order, dividend and National Electronic Clearing System (NECS), dematerialization, etc. to the Company's Registrar and Share Transfer agent i.e. M/s Big Share Services Private Limited at the address as given below and may also write to the Company.

BIGSHARE SERVICES PRIVATE LIMITED 1^st Floor, Bharat Tin Works Building, Opp.

Vasant Oasis, Makwana Road, Marol,

Andheri (East) Mumbai - 400059

Fax No.: 022 62638299, Tel. No.: 022-62638200

E-mail: investor@bigshareonline.com

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board of Directors

The 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 Section 149 of the Companies Act, 2013 (hereinafter referred to as "Act")read with rules made thereunder. The Board of Directors has an optimum combination of Executive, Non-Executive, and Independent Directors. As on 31^st March 2024, the Company has Eight (8) Directors on the Board of Company.

The composition and category of Directors as on 31^st March 2024 is as follows:

During the period under review Mr. Alpesh Fatehsingh Purohit (DIN: 07389212), resigned from the position of the Independent Director of the company effective from the closure of business hours on 10^th February 2024 due to pre-occupancy with other assignments.

Further, the Board of Directors appointed Mr. Anil Kumar Gupta (DIN: 03573328) as an Additional Director (Non-executive& Independent) of the company in their meeting held on 10^th February 2024 on the basis of the recommendation of the Nomination and Remuneration Committee Mr. Anil Kumar Gupta(DIN: 03573328) possesses the requisite skills, knowledge, and experience as identified by the Board and his induction on the Board will immensely benefit the Company.

Further, the appointment of Mr. Anil Kumar Gupta(DIN: 03573328) was approved by the members for the term of 5 consecutive years in the Extra-ordinary General Meeting held on 4^th March, 2024.

Your Company's Board is of the opinion that the Independent Directors of the Company including the Independent Directors appointed during the FY 2023-24 possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Companies Act, 2013 read with Rules made thereunder and are eligible & independent of the management.

KEY MANAGERIAL PERSONNEL ("KMP")

During the year under review, the Board of Directors appointed Ms. Sneha Goenka (Membership No. - A48476) as Company Secretary cum Compliance Officer and KMP of the Company w.e.f. 29^th November, 2023 in place of Ms. Ankita Sen (Membership no. - 55673 )who has resigned from the said position of Company w.e.f. 24^th November,2023.

Further, Ms. Madhuri Maheshwari was appointed as Chief Financial Officer and KMP of the Company w.e.f. 29^th November,2023 in place of Mr. Nitesh Kumar Lata who has resigned from the said position of the Company with effect from 14^th June, 2023.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of section 152(6) of the Companies Act, 2013and Articles of Association of the Company, Mr. Manish Gupta (DIN- 02917023), Whole-time director and Mr. Vikas Jain (DIN- 00812760) Managing Director will retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Their re-appointment at the ensuing AGM as a director retiring by rotation would not constitute a break in their tenure of appointment as Whole-time director and Managing Director respectively.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given requisite declarations under Section 149(7) of the Companies Act 2013 confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013readwith rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence and they have registered their names in the Independent Directors Databank.

The Independent Directors of the company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute and fulfills the conditions specified in the Companies Act, 2013 read with Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are eligible & independent of the management.

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 period under review, the Board of Directors met Nine (9) times as mentioned in the table:

Frequency and Quorum at these Meetings were in conformity with the provisions of the Companies Act, 2013. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SHAREHOLDER'S MEETING

During the year under review, the Annual General Meeting of the Company was held on 30.09.2023 and Extra-ordinary General Meeting of the Company was held on 04.03.2024.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions with the related parties that were entered by the Company during the Financial Year 2023-24 were in the 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 are disclosed in the financials.

Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are as under:

The Policy relating to Related Party Transactions of the company is available on the website of the company https://insolationenergy.in/investors/policv

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS

In terms of requirements of the provisions of Companies Act, 2013, the Nomination and Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of the performance of Board, its Committees and Individual Directors. Policy of Nomination and Remuneration is attached as Annexure-III is annexed to this report.

Based on the same, the Board carries out an annual evaluation of its own performance, and the performance of its Committees, Individual Directors including Independent Directors.

The performance of the Board is evaluated by the Board based on criteria such as Board composition and structure, effectiveness of Board processes, information flow to Board, functioning of the Board, etc. The performance of Committees is evaluated by the Board on the basis of criteria such as composition of Committees, effectiveness of Committee working, independence, etc. The Board evaluates the performance of individual Directors on the basis of criteria such as attendance and contribution of Director at Board/Committee Meetings, adherence to ethical standards and code of conduct of the Company, interpersonal relations with other Directors, meaningful and constructive contribution and inputs in the Board/ Committee meetings, etc.

Also, in a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman was evaluated, taking into account the views of Executive and Non-Executive Directors.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Disclosures pertaining to remuneration and other details as required under section 197(12)of the Companies Act, 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are provided at Annexure IV.

In terms of the provisions of section 197(12)of the Companies Act, 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Board's Report as an addendum thereto. However, in terms of provisions of the first proviso to section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during such working hours as are provided under the Articles of Association of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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

The Company has one Wholly owned Subsidiary namely Insolation Green Energy Pvt Ltd and no Joint Ventures or Associates as of the financial year ended 31^st March 2024 details of the same are being given in the detailed form in Form AOC-1 i.e. attached as Annexure VI.

Financial highlights of Insolation Green Energy Pvt. Ltd. and its contribution to the overall performance of the company during the period under report are as follows:

Further during the reporting period, no company has become or ceased to be a subsidiary/ joint venture/associate Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as required in terms of the provisions of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-VII.

COMMITTEES OF THE BOARD

The Board of Directors has constituted four (4) Committees, viz.;

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility Committee.

Details of above Committees along with their composition 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 the Directors' Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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, 2024, and of the profit of the Company for the year ended on March 31, 2024:

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

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014, 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 Annual General Meeting ("AGM") held on 11^th October 2021 for a period of five (5) consecutive years, to hold the office from the conclusion of the 06^th AGM held in the year 2021 until the conclusion of 11^th 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.

The Audit Report given by the Statutory Auditors on the financial statements of the Company is annexed to this Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

Pursuant to the 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 reenactments) 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 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024, is attached as Annexure- IX to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

INTERNAL AUDITOR AND AUDITORS' REPORT

The Board of Directors of the Company has appointed M/s. 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 2023-24.

During the period under review, the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on a quarterly basis by M/s. ARS & Company(Firm Reg no.-009406C) are the Internal Auditors of the Company. There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditors.

COST AUDITORS AND AUDITORS' REPORT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The Board of Directors on the recommendation of the Audit Committee, has appointed M/s. Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), as Cost Auditors of the Company to conduct the cost audit for the Financial Year 2023-24.

Further the Board of Directors on the recommendation of the Audit Committee, has re-appointed M/s. Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), as Cost Auditors of the Company to conduct the cost audit for the Financial Year 2024-25 pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Audit and Records) Rules, 2014, as amended. .

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditors is required to be placed before the shareholders in the General Meeting for their ratification. Accordingly, an Ordinary Resolution seeking shareholders' ratification for the remuneration payable to M/s. Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), is included in the Notice convening the ensuing Annual General Meeting of the Company.

During the year under review, the Company has filed the Cost Audit Report for the financial year 2022-23 with the Registrar of Companies (Central Government), Rajasthan and there was no qualification(s) or adverse remark(s) in the Cost Audit Report, which require any clarification/explanation. Further, M/s. Deepak Mittal & Co., Cost Accountants, (Firm Registration No. 003076), were appointed as Cost Auditors of the Company to submit the cost audit report for the financial year 2023-24 and the same will be filed with the Registrar of Companies (Central Government) in due course.

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the Auditors of the Company have not identified and reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Your Company has always been following its core philosophy of serving society ever since its inception.

Your Company has a comprehensive CSR Policy outlining programmes, projects and activities that your Company undertakes to create a significant positive impact on identified stakeholders. All these programmes fall within the purview of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.The Corporate Social Responsibility Policy ('CSR Policy') of your Company, is available on your Company's website and can be accessed athttps://insolationenergy.in/investors/policv

The Board of Directors of the Company had constituted the Corporate Social Responsibility Committee of the Board of Directors, which performs the roles and functions as mandated under the provisions of Companies Act, 2013 and such other matters as prescribed by the Board of Directors from time to time. As on 31^st March, 2024, the Corporate Social Responsibility Committee of the Board of Directors of the Company comprised of the following members:

During the financial year 2023-24, the Company has spent 19.55 Lakhs on CSR activities. The Annual Report on Corporate Social Responsibility Activities, as required under Section 135 of the Companies Act, 2013 read the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - X to this Report.

RISK MANAGEMENT AND POLICY

The Company recognizes that risk is an integral and inevitable part of the business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing the risks in the internal and external environment along with minimizing the impact of risks. The Company incorporates the risk mitigation steps in its strategy and operating plans. The objective of the risk management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder's expectations proactively and improve organizational resilience and sustainable growth.

The Company regularly identifies the uncertainties and after assessing them, devises short-term and longterm actions to mitigate any risk, which could materially impact the Company's long-term plans. Mitigation plans for significant risks are well integrated with business plans and are reviewed on a regular basis by the management of the Company. The Company periodically reviews and improves the adequacy and effectiveness of its risk management systems considering rapidly changing business environment and evolving complexities.

The Company had already adopted a Risk Management Policy. The said Policy is uploaded on the website of the Company at https://insolationenergy.in/investors/policv

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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

During the period under review, 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 SIGNIFICANT AND MATERIAL ORDERS

During the period under review, 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

As the Company is listed on the BSE-SME platform, the requirement of furnishing Corporate Governance Report under Regulation 27(2) read with Schedule V of the Listing Obligations & Disclosure Requirements Regulations, 2015 is not applicable to the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2024, is available on the website of the Company at https://insolationenergy.in/investors

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, 2013read with the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time, forms part of the notes to the 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) issued by Institute of Company Secretaries of India ("ICSI")

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are the 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 a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of the Companies Act, 2013 to provide a formal mechanism for Directors, employees and other stakeholders to report their genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics, either in writing or by email to the Chairperson of the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy of the Company is also available on the website of the company at the link https://insolationenergy.in/investors/policv

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 the workplace and has adhered to the provisions and adopted a policy on prevention, prohibition, and redressal of sexual harassment of Women at the Workplace in accordance 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 during the Financial Year 2023-24.

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

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

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

d. Nature of action taken by the Company: NA

The company has complied with the provision relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted code of conduct and code of fair disclosures ("the code") to regulate, monitor and report trading in Company's shares by the Company's designated persons and their immediate relatives as per the requirements of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code, inter alia, 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 violation and the same is available on the website of the company at https://insolationenergy.in/investors/policv

CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

The Company has framed and adopted the Code of Conduct for the Directors and Senior Management Personnel of the Company. It describes their responsibility and accountability towards the company.

The details of the code of conduct can be accessed on the website of the Company https://insolationenergv¦in/investors/policv

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Under the Familiarization programme all Independent Directors (IDs) are provided with orientation, presentations that are made by Executive Directors (EDs) and Senior Management giving an overview of the Company, to familiarize the new IDs with the Company's business operations. The new IDs are given an operational overview, financial performance and working of the company.

The Policy on the Company's Familiarization Programme for IDs can be accessed at the website https://insolationenergy.in/investors/details-of-familiarization-programmes

NOMINATION AND REMUNERATION POLICY

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 stipulated under Section 178(3) of the Companies Act, 2013. As part of the policy, the Company strives to ensure that:

The level and composition of remuneration are reasonable and sufficient to attract, retain, and motivate Directors of the quality required to run the Company successfully. The 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. The Policy relating to the nomination and remuneration of the company is available on the website of the company https://insolationenergy.in/investors/policv

CEO/CFO CERTIFICATION

The company has obtained a Certificate from the Chief Financial Officer of the company, certifying that the financial statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading and those statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations and the same is attached as Annexure-XI to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) read with relevant SEBI Circulars, the Business Responsibility and Sustainability Report ('BRSR') for the financial year 2023-24 is attached to this report as Annexure-XII.

OTHERS

a. The requirement of disclosure of details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable during the period under review.

b. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

c. Disclosure of certain type of agreements binding listed entities: There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Auditors, 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.