FINANCIAL PERFORMANCE

Here are some of the key operational and consolidated
financial highlights for the financial year 2024-25:

Revenue: The company reported a Revenue of Rs.
1,333.76 Crores, a substantial increase of 80.93% YOY
basis compared to Rs. 737.17 Crores in the previous
year.

EBITDA: The company's EBITDA saw a remarkable
growth of 102.35%, rising to Rs. 170.32 Crores from Rs.
84.17 Crores YOY basis.

Profit After Tax (PAT): Profit after tax experienced an
extraordinary increase of 127.50%, soaring to Rs. 126.19
Crores from Rs. 55.47 Crores YOY basis.

STATE OF COMPANY'S AFFAIRS
BUSINESS OPERATIONS

Insolation Energy Limited ("INA" or "the Company") is a
leading manufacturer of high-efficiency solar
photovoltaic modules, offering advanced technologies
including Mono PERC and N-Type TOPCon.

Insolation Energy operates its fully automated
manufacturing facilities, with an installed capacity of
950 megawatts located in Rajasthan. These state-of-
the-art facilities are equipped with advanced
technology and machinery, enabling the production of
high-quality solar panels and modules that meet
international standards. The company has developed a
robust distribution network, with over 100 distributors
and more than 300 dealers spread across 100 districts
in India. As dealers stock only 2-3 brands, this
extensive network ensures that the Company's

products are well entrenched in the customers minds,
facilitating the widespread adoption of solar energy
solutions.

INA's modules are BIS and IEC certified, ensuring the
highest standards of performance and reliability. INA
maintains a strong emphasis on R&D, supported by
advanced equipment to develop cutting-edge solar
solutions.

To maintain top-of-mind recall, INA has partnered with
the Lucknow Super Giants IPL team as their official
solar partner. Additionally, the Company collaborates
with EPC contractors for independent power producer
(IPP) projects, enhancing its credibility as a dependable
solar component supplier. INA's government channel
sales are executed through empanelled EPC
contractors, enabling it to serve multiple market
segments through a diversified distribution strategy.

Currently, INA's reach spans over 100 districts, serving
more than 15,000 customers with the support of 800
channel partners and 300 dealers.

In FY25, the Company reported consolidated revenue
of Rs. 1,333.76 crore, marking an 80.93% year-on-year
growth. This performance was driven by robust results
across all business verticals, including an expanded
footprint in Central and Southern India, positioning INA
as a pan-India player in the solar industry.

The Company's subsidiary, Insolation Green Infra
Private Limited, focuses on the execution of solar EPC
projects including KUSUM Components A and C, solar
parks, O&M services, and rooftop installations. The
Company has a healthy pipeline of KUSUM projects,
with completion expected by Q4 FY26. INA is actively
bidding for an additional 700 megawatts under
KUSUM Component A, and based on its strong bid-to-
win ratio, it is confident of securing a substantial
portion.

INA's rooftop solar vertical is gaining traction with an
execution pipeline exceeding 100 megawatts for FY26,
driven by corporate and state government tenders.

This vertical continues to scale and is expected to
deliver consistent performance going forward.

TRANSFER TO RESERVES & SURPLUS

During the period under review, The Board of Directors
("the Board") of the company has decided to retain the
entire amount of net profit in the Reserves & Surplus.

DIVIDEND

The Board of Directors ("the Board"), is pleased to
recommend declaration of a final dividend amounting
to Rs. 0.10/- per Equity Share of face value Rs. 1/- each
fully paid-up, i.e., (10%) for the Financial Year 2024-25,
subject to the approval of the shareholders at the
ensuing Annual General Meeting ("AGM") of the
Company. The Board has recommended the dividend
based on the parameters laid down in the Dividend

Distribution Policy. The payment of dividend will result
into a cash outflow of Rs. 220.34 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members, w.e.f. 1st April,
2020 and the Company is required to deduct tax at
source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations'), the Board had formulated a
Dividend Distribution Policy ('the Policy'). The Policy is
available on the Company's website URL at:
https://insolationenergy.in/investors/policy

CHANGE IN THE NATURE OF BUSINESS

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

LISTING OF SHARES

Your Company's equity shares are listed at BSE Limited
SME platform. The Company has paid the annual listing
fee for the financial year 2024-25. The Equity Shares of
the Company has the electronic connectivity under
ISIN No. INE0LGX01024 and scrip code 543620.

SHARE CAPITAL STRUCTURE

1. Increase in Authorized Share Capital

During the period under review, the Authorized Share
capital of the Company has been increased from Rs.

23.00. 00.000 (Rupees Twenty Three Crores) divided
into 2,30,00,000 (Two Crores Thirty Lakh) equity
shares of Rs. 10/- (Rupees Ten Only) each to Rs.

27.00. 00.000 (Rupees Twenty Seven Crores) divided
into 2,70,00,000 (Two Crore Seventy Lakh) Equity
Shares of Rs. 10/- (Rupees Ten Only).

The Board of Directors of the Company in its meeting
held on 5th November, 2024, approved the sub¬
division/ split of equity shares of the Company, such
that 1 (one) equity share having face value of Rs. 10.00
(Rupees Ten only) each, fully paid-up, was sub-divided
into 10 (ten) equity shares having face value of Rs. 1.00
(Rupee One only) each, fully paid-up. Further, the
members in its Extraordinary General Meeting (EGM) on
05th December, 2024, approved the said sub-division/
split of equity shares.

2. Issued, subscribed, and Paid up Share Capital

During the period under review, the Issued, subscribed
and Paid-up Share capital of the Company has
increased from Rs. 20,83,20,000/- (Rupees Twenty
Crore Eighty Three Lakh Twenty Thousand) comprising
of 2,08,32,000 (Two Crore Eight Lakh Thirty Two

Thousand) equity shares of Rs. 10/- (Rupees Ten Only)
each fully paid up to Rs. 22,03,43,000/- (Rupees
Twenty Two Crore Three Lakh Forty Three Thousand)
comprising of 2,20,34,300 (Two Crore Twenty Lakh
Thirty Four Thousand Three Hundred) equity shares of
Rs. 10/- (Rupees Ten Only) each fully paid-up.

3. Issue of Equity Shares on preferential basis

During the financial year under review, 12,02,300 equity
shares of face value of Rs. 10/- (Rupees Ten Only) each,
at a price of Rs. 3,287/- (Three Thousand Two Hundred
Eighty Seven Only) per equity share (including a
premium of Rs. 3,277/- (Three Thousand Two Hundred
Seventy Seven Only) per Equity Share) were allotted on
preferential basis to persons belonging to the Non¬
Promoter Category aggregating to Rs. 395,19,60,100/-
(Rupees Three Hundred Ninety-Five Crore Nineteen
Lakh Sixty Thousand One Hundred only).

The Details of utilization of funds raised through
preferential allotment of equity shares during the
financial year 2024-25 are given below:

There is no deviation or variation in the use of
proceeds from the preferential issue of equity shares,
from the objects as stated in the Explanatory
Statement to the Notice of the Extraordinary General
Meeting (EGM) dated 15th October, 2024.

4. Sub-Division/ Split of Equity Shares:

During the period under review, the Board of Directors
of your Company approved, the sub-division/ split of
equity shares of the Company, such that 1 (one) equity
share having face value of Rs. 10.00 (Rupees Ten only)
each, fully paid-up, was sub-divided into 10 (ten) equity
shares having face value of Rs. 1.00 (Rupee One only)
each, fully paid-up.

Further, the members in its Extraordinary General
Meeting (EGM) on 05th December, 2024, approved the
said sub-division/ split of equity shares and
consequential alteration in the existing Capital Clause
of the Memorandum of Association (MOA) of the
Company.

After the requisite approvals of the Stock Exchange i.e.
BSE Limited and the depositories i.e. NSDL and CDSL,
new ISIN (INE0LGX01024) was allotted to the Company.
The effect of the change in face value of the share was
reflected on the share price at the Stock Exchange
where the Company is listed (BSE), effective from 24th
January 2025 i.e. record date for the purpose of sub¬
division/ split of equity shares of your Company. As a
result of the sub-division/ split of equity shares of the
Company, it has become more affordable and
encouraged participation of investors at large.

Accordingly, the capital structure of the Company post
sub-division/ split of equity shares is as follows:

MANAGEMENT DISCUSSION & 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 part of this annual report.

COMMITTEES OF THE BOARD

As on 31st March, 2025, pursuant to the requirement of
the Companies Act, 2013 and the Listing Obligations
and Disclosure Requirements) Regulations, 2015,
("Listing Regulations") the Board of Directors had the
following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The Committees play a crucial role in the governance
structure of the Company as they deal with specific
matters of the Company that needs a closer review and
are governed by their terms of reference. During the
year under review, all recommendations made by the
various Committees were accepted by the Board. The
minutes of the meetings of all Committees of the
Board are placed before the Board for noting.

Details of the above Committees along with their term
of reference, composition and meetings held during
the financial year 2024-25, and attendance thereat are
provided in Annexure - 1.

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 at
https://insolationenergy.in/investors/policy

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 31st March, 2025, 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 net worth of the
Company was less than Rs. 500 Crores the turnover
was less than Rs. 1000 crores and net profit was less
than Rs. 5 Crores. Hence, the Company does not fall
within the purview of Section 135(1) of the Companies
Act, 2013. Accordingly, the provisions relating to
mandatory expenditure on the Corporate Social
Responsibility (CSR) activities were not applicable to
the Company for the said financial year. However, the
Company voluntarily spent Rs. 0.43 lakhs on Corporate
Social Responsibility (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 - 2 to this 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 - 3 to this Report.

DETAILS OF SUBSIDIARY, JOINT VENTURES AND
ASSOCIATE COMPANY

As on 31st March, 2025, the Company has 1 (One) Wholly
Owned Subsidiary, 3 (Three) Subsidiaries and 1 (one)
Associate Company.

i. Insolation Green Energy Private Limited

Insolation Green Energy Private Limited is a wholly
owned subsidiary of the Company and engaged in the
business of manufacturing, trading and marketing of
Solar Panels and Battery, during the year under review
this wholly owned subsidiary achieved turnover of Rs.
126,955.91 lacs and reported a net profit of Rs. 12,187.97
lacs During the year.

ii. Other Subsidiaries:

The Company has some other Subsidiaries which are
under process of implementation of
projects/commercial production. The details of the
same are given below:

(a) Insolation Green Infra Private Limited

Insolation Green Infra Private Limited is a subsidiary of
the Company, incorporated on 18th July, 2024.

(b) MGVI Green Infra One Private Limited

MGVI Green Infra One Private Limited is a subsidiary of
the Company, incorporated on 1st January, 2025.

(c) MGVI Green Infra Two Private Limited

MGVI Green Infra Two Private Limited is a subsidiary of
the Company, incorporated on 27th February, 2025.

iii. Associate company

The Company has one associate company i.e. MGVI
Green Infra Private Limited

During the Financial year under review company has no
Joint Ventures. Details regarding the disclosure with
respect to Wholly Owned Subsidiary, Subsidiaries and
Associate Company of the Company in Form AOC-1 is
disclosed as Annexure - 4, which forms part of this
Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/arrangements/transactions with the
related parties that were entered by the Company
during the Financial Year 2024-25 were in the Ordinary
Course of the Business and on Arm's Length basis. All
the transactions with related parties are placed before
the Audit Committee for its approval. An omnibus
approval from the Audit Committee is obtained for the
related party transactions which are repetitive in
nature.

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 contracts
or arrangements are disclosed in the financials.

Therefore, the disclosure of the Related Party
Transactions as required under Section 134(3(h) of the
Act in Form AOC-2 is attached as Annexure - 5.

Further, in terms of Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, the
transactions with any 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/policy

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of the Nomination and
Remuneration Committee, the Board has approved the
Remuneration Policy for Directors, Key Managerial
Personnel (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/policy and also
attached to this report as Annexure - 6.

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 year under review, the Company has not
accepted any deposit falling within the ambit of
Section 73 to 76 of the Companies Act, 2013, and the
Companies (Acceptance of Deposits) Rules, 2014 as
amended from time to time. The company has not
accepted any deposits in earlier years, as such
question of unpaid or unclaimed deposits 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.
Bigshare Services Private Limited at the address as
given below and may also write to the Company.

BIGSHARE SERVICES PRIVATE LIMITED

Office No. S6-2, 6th Floor, Pinnacle Business Park,
Mahakali Caves Rd, Andheri (East) Mumbai - 400093
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
applicable provisions of the Companies Act, 2013
(hereinafter referred to as "Act") read with rules made
thereunder and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "Listing Regulations"). The
Board of Directors has an optimum combination of
Executive, Non-Executive, and Independent Directors.
As on 31st March 2025, the Company has Eight (8)
Directors on the Board of Company.

The composition and category of Directors as on 31st
March 2025 is as follows:

During the financial year under review, Ms. Sneha
Goenka (Membership No. A48476), Company Secretary
& Compliance Officer, resigned from the said position
with effect from close of business hours on 26th July,

2024. Further, the Board of Directors appointed Mr.
Nitesh Sharma (Membership No. A66702) as the
Company Secretary & Compliance Officer, of the
Company with effect from 3rd September, 2024, in
place of Ms. Sneha Goenka.

Further, Mr. Ravi Dusad was appointed as Chief
Executive Officer of the Company with effect from 7th
September 2024 and subsequently tendered his
resignation from the position of Chief Executive
Officer of the Company with effect from 21st March,

2025. He was thereafter appointed as the Chief
Financial Officer (Key Managerial Personnel) of the
Company with effect from 22nd March, 2025.

Additionally, Ms. Madhuri Maheshwari resigned from
the position of Chief Financial Officer of the Company
with effect from 21st March, 2025.

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, Mrs. Payal Gupta (DIN: 09353350), Non¬
Executive Director and Mr. Akhilesh Kumar Jain (DIN:
03466588) Non-Executive 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 a Non-Executive
Director.

DECLARATION BY INDEPENDENT DIRECTORS AND
STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

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, 2013 read with rules framed
thereunder and Regulation 16 (1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended.

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. Further, as required under
section 150 (1) of the Companies Act, 2013 they have
registered themselves as Independent Directors in the
independent director data bank.

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

SHAREHOLDER'S MEETING

During the year under review, the Annual General
Meeting of the Company was held on 30.09.2024 and
Extraordinary General Meetings (EGM) of the Company
were held on 17.06.2024, 13.11.2024 and 05.12.2024.

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. The Agenda for the Board and Committee
Meetings include detailed notes on the items to be
discussed at the meeting to enable the Directors to
make informed decisions.

The Board of Directors of the Company met Sixteen (16)
times during the year to deliberate on various matters.
The meetings were held on 17th May, 2024, 23rd May,
2024, 12th July, 2024, 3rd September, 2024, 7th
September, 2024, 13th September, 2024, 15th October,
2024, 19th October, 2024, 31st October, 2024, 5th
November, 2024, 7th November, 2024, 11th December,
2024, 15th January, 2025, 14th February, 2025, 21st
March, 2025 and 31st March, 2025.

The intervening gap between the meetings did not
exceed 120 days, as prescribed under the Act and SEBI
Listing Regulations. Frequency and Quorum at these
Meetings were in conformity with the provisions of the
Companies Act, 2013.

The attendance of each Director at the Meetings of the
Board of Directors held during the financial year 2024¬
25 is as follows:

Further on 14th March 2025 Special resolutions has
been passed by way of postal ballot (through remote e-
voting) for providing Loan(s) /Guarantee(s) and/or
provide security (ies) in connection with any loan under
section 185 of the Companies Act, 2013 and for giving
any Loan/ Guarantee and/or providing any security in

connection with the loan and/or making any
investment by the company under section 186 of the
Companies Act, 2013.

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 of the Board of
Directors including independent Directors.

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, Board
strategy, Board and Management relation 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,
time devoted to in Board functioning, Extent of
diversity in the knowledge and related industry
expertise , 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 REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosures pertaining to remuneration and other
details as required under section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from
time to time are annexed at Annexure - 7 and form a
part of this Report.

Particulars of the employee as required under Section
197(12) of the Companies Act, 2013 read with Rules 5(2)
and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, forms part of this Report. However, in
pursuance of Section 136(1) of the Companies Act,

2013, this report is being sent to the shareholders of
the Company excluding the said remuneration. A
statement showing the names and other particulars of
the employees drawing remuneration over the limits
set out in the said Rules forms part of this Report. The

said information is available for inspection at the
registered office of the Company during working hours
up to the date of the Annual General Meeting. Any
member interested in obtaining such information may
write to the Company Secretary and the same will be
furnished on request. Mr. Manish Gupta, Chairman &
Whole Time Director and Mr. Vikas Jain, Managing
Director of the Company, also receive the
remuneration from Insolation Green Energy Private
Limited, Wholly Owned Subsidiary of the Company.

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
financial year ended 31st March, 2025, the applicable
accounting standards have 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 31st March, 2025, and of
the profit of the Company for the year ended on 31st
March, 2025;

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 had prepared the annual accounts on
a going concern basis;

e) The Directors had 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

1. STATUTORY AUDITORS

M/s. Badaya & Co., Chartered Accountants (Firm
Registration No. 006395C) was appointed as the
Statutory Auditors of the Company, by the members of
the Company at the 06th Annual General Meeting
("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.

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.

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors was
appointed ACS Manisha Godara, proprietor of M/s.
Manisha Godara and Associates, Company Secretary in
Practice, having Certificate of practice No. 13570 as
Secretarial Auditor of the Company to conduct
Secretarial Audit of the company for the financial year
2024-25.

She has submitted her Secretarial Audit report for the
Financial Year 2024-25 in prescribed format and the
same is enclosed at Annexure - 8. The Secretarial Audit
Report does not contain any qualification, reservation,
or adverse remark.

In terms of SEBI (Listing Obligations and Disclosures
Requirements) Regulation, 2015 (as amended), the
Board of Directors of the Company, based on the
recommendations of the Audit Committee had
appointed M/s. Bhawika Ramnani & Co., Jaipur,
Practicing Company Secretaries, (Firm Registration
No. S2023RJ949100) as Secretarial Auditor of the
Company for a term of 5 (five) consecutive years
commencing from Financial Year 2025- 26 till Financial
Year 2029-30, subject to the approval of the Members
of the Company. A resolution seeking appointment as
Secretarial Auditor for a term of 5 (five) consecutive
years by the Members, forms part of the Notice of the
ensuing 10th AGM.

3. INTERNAL AUDITOR AND AUDITORS' REPORT

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Board of Directors of the
Company appointed M/s. ARS & Co., Chartered
Accountants (Firm Reg No. 009406C) as the Internal
Auditors of the Company to conduct the Internal Audit
of the Company for the financial year 2024-25.

During the year under review, the Internal Auditors
conducted quarterly audits of various functions and
activities across the Company. The audits were aimed
at evaluating the effectiveness of internal controls, risk
management, and governance processes.

The Board based on the recommendation of Audit
Committee has re-appointed M/s. ARS & Co.,

Chartered Accountants (Firm Reg No. 009406C), as
Internal Auditors, to conduct the Internal Audit of the
Company, pursuant to the provisions of Section 138 of
the Companies Act, 2013 for the financial year 2025-26.

4. COST AUDITORS AND AUDITORS' REPORT

The Cost Auditors are in the process of conducting the
audit of cost records for year 2024-25 and shall submit
their report in due course. In terms of the provisions of
section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment
Rules, 2014, on the recommendation of the Audit
Committee, the Board of Directors of the Company
have appointed M/s. Deepak Mittal & Co., Cost
Accountants, (Firm Registration No. 003076) to
conduct the cost audit for the financial year ending
31st March, 2026, at a remuneration as stated in the
Notice convening the 10th Annual General Meeting of
the members. As required under the Companies Act,
2013, the remuneration payable to cost auditors has to
be placed before the Members at the general meeting
for ratification. Hence, a resolution seeking ratification
of remuneration by the Members, payable to the Cost
Auditors, forms part of the Notice of the ensuing 10th
AGM.

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.

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 long¬
term 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.

In compliance with Regulation 21 of the SEBI LODR
Regulations, a Risk Management Committee has been
constituted by the Board and is entrusted with roles
and powers as specified in Part D of Schedule II of SEBI
LODR Regulations. The Committee periodically reviews

and improves the adequacy and effectiveness of its
risk management systems considering rapidly
changing macro environment, evolving compliances
and business 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/policy

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has put in place adequate Internal
financial Controls with reference to the financial
statements. The Company's internal financial controls
and systems are adequate commensurate with the
nature and size of the Company and it ensures
compliance of the policies and procedures adopted by
the Company for ensuring the orderly and efficient
conduct of its business, including adherence to its
policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the
timely preparation of reliable financial information.

The Company's internal control procedures which
includes internal financial controls, ensure compliance
with various policies, practices and statutes and
keeping in view the organisations pace of growth and
increasing complexity of operations. This ensures the
safeguarding of assets and properties of the Company
and protects against unauthorized use and disposal of
the assets.

The Audit Committee, periodically reviews the
adequacy and effectiveness of internal control systems
and provides guidance for further strengthening them.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

During the financial year 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 tatus and Company's operations in future.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation,
compliance with the Corporate Governance Provisions
shall not apply in respect of the following class of the
Companies:

a) Listed entity having paid up equity share capital not
exceeding Rs. 10 Crore and Net Worth not exceeding

Rs. 25 Crore, as on the last day of the previous financial
year;

b) Listed entity that has listed its specified securities
on the SME Exchange.

Since our Company falls in the ambit of aforesaid
exemption (b); hence compliance with the provisions of
Corporate Governance shall not apply to the Company
and it does not form part of the Annual Report for the
financial year 2024-25.

In line with same, the Company files the Corporate
Governance-Non Applicability Certificate to BSE as per
Regulation 27(2) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

ANNUAL RETURN

Pursuant to Section 134(3) (a) and Section 92 (3) of the
Companies Act, read with the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company is available on the
website of the Company at
https://insolationenergy.in/investors

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

Particulars of loans given, investments made,
guarantees given and securities covered under section
186 of the Companies Act, 2013 read 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.

COMPLIANCE WITH 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.

During the period under review, no such instances have
been reported under unethical and prohibited context.
Vigil Mechanism/Whistle Blower Policy is placed on the
website of the Company, accessible at the link
https://insolationenergy.in/investors/policy

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 2024-25.

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.

MATERNITY BENEFIT

Additionally, as per the provisions of Section 134 of the
Companies Act, 2013 read with Rule 8(5) (xiii) of the
Companies (Accounts) Rules, 2014, the company has
complied with the provision with respect to the
compliance of the provisions relating to the Maternity
Benefit Act, 1961.

PROHIBITION OF INSIDER TRADING

In compliance with the provisions of the Securities
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Board has adopted a code of
conduct and code of fair disclosures for the prohibition
of insider trading and unpublished price sensitive
information to prevent misuse thereof and regulate
trading by designated persons and their immediate
relatives. 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/policy

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 - 9 to this
Report.

CODE OF CONDUCT OF BOARD OF DIRECTORS &
SENIOR MANAGEMENT

The Code of Conduct for the Board of Members and the
Senior Management Personnel has been adopted to
ensure that the business of the Company is conducted
in a transparent manner with the high standards of

ethics and values in accordance with the applicable
laws, regulations and rules. The code of conduct of the
Board Members and the Senior Management can be
accessed at

https://insolationenergy.in/investors/policy. All the
Board Members and Senior Management Personnel
have affirmed compliance with the said Code of
Conduct 2024-25. A declaration to that effect is
provided by the Managing Director of the Company. A
declaration to that effect signed by the Managing
Director is attached as Annexure - 10.

FAMILIARIZATION PROGRAMME OF INDEPENDENT
DIRECTORS

In terms of Schedule IV of the Companies Act, 2013, the
Directors of the Company are familiar with their roles,
rights, responsibilities in the Company, nature of the
Industry in which the Company operates, business
model of the Company etc. and updated on changes
and developments in the Domestic and Global
Corporate and Industry Scenario including those
pertaining to statutes, legislations, and economic
environment and on matters affecting the Company, to
enable them to take well informed & timely decisions.
Details of such familiarisation programs are posted on
the website of the Company at
https://insolationenergy.in/investors

EMPLOYEE STOCK OPTION PLAN

The Company has introduced the Insolation Energy
Employee Stock Option Plan 2024 ("ESOP 2024")
primarily with a view to motivating key employees of
the Company, its subsidiaries/ holding company/ group
companies including associate companies for their
contribution to the corporate growth on sustained
basis, to create an employee ownership culture, to
retain the best talent in the competitive environment
and to encourage them in aligning individual goals with
that of the Company's objectives, and to attract,
motivate, retain talent, and reward loyalty.

Pursuant to the Resolution of the Board of Directors
dated 3rd February, 2024, and the Shareholders'
Resolution dated 4th March, 2024 the Company has
instituted Insolation Energy Employee Stock Option
Plan 2024 ("ESOP 2024"). Further, the Board of
Directors resolution dated 17th May, 2024 and
Shareholders' Resolution dated 17th June, 2024, the
benefit of ESOP 2024 has been extended to permanent
employees of subsidiary/associate/group/holding
company(ies) if any, of the Company, whether working
in India or outside India, and the future
subsidiary/associate/group/holding companies of the
Company, if any. The ESOP 2024 is in compliance with
the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021.

The Insolation Energy Employee Stock Option Plan

2024 was established for the grant of a upto 2,00,000
(Two Lakh) Options in one or more tranches to the
eligible employees of the Company
subsidiary/associate/group/holding company(ies) if
any, at the exercise price. Pursuant to the sub-
division/split of Company equity shares, and in
accordance with Clause 3.5 of the Plan, the originally
sanctioned 2,00,000 options have been adjusted and
converted into 20,00,000 (Twenty Lakh) options.

The Company has received In-Principle Approval from
BSE Limited (the "Designated Stock Exchange") on 19th
June, 2024 for the issuance of stock options under
ESOP 2024.

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 31st March, 2025 is provided in Annexure - 11 to
this report.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (“BRSR")

In terms of Regulation 34 of Securities Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (as amended) read
with relevant SEBI Circulars, Company is releasing
Business Responsibility and Sustainability Report
('BRSR') for the financial year 2024-25 is attached to
this report as Annexure - 12.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS
BINDING LISTED ENTITIES

There is no agreement impacting management or
control of the Company or imposing any restriction or
create any liability upon the Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the financial year 2024-25, no application has
been made under the Insolvency and Bankruptcy Code,
2016. Hence, the requirement to disclose the
application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016, along with its
status at the end of the financial year is not applicable.

INSTANCE OF ONETIME SETTLEMENT WITH ANY
BANK OR FINANCIAL INSTITUTION

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.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful
appreciation for the valuable support and cooperation
received from Suppliers, Investors, Banks, Auditors,
Clients, Vendors, Advisors, all regulatory and
government authorities and all other business
associates. The Board places on record its sincere

appreciation towards the Company's valued customers
for the support and confidence reposed by them in the
organization and looks forward to the continuance of
this supportive relationship in the future. Your
Directors proudly acknowledge the contribution and
hard work of the employees of the Company at all
levels, who, through their competence, hard work,
solidarity and commitment, have enabled the Company
to achieve consistent growth.

For and on behalf of the Board of Directors

INSOLATION ENERGY LIMITED

Date: 14th August, 2025 MANISH GUPTA VIKAS JAIN

Place: Jaipur Chairman & Whole Time D i rec t or Managing Director

DIN: 02917023 DIN: 00812760