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04-06-2025 | 12:50 pm

04th June, 2025

To,

The Manager – Listing Department

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai-400 001

BSE Scrip Code: 543620

Symbol: INA

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 - Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015 ('Listing Regulations') as amended from time to time, Please find enclosed herewith a

copy of Notice of Postal Ballot (‘Notice’) of Insolation Energy Limited (‘the Company) dated 26th May, 2025, along with

the Explanatory Statement pursuant to the applicable provisions of the Companies Act, 2013 ('the Act') read with the

Listing Regulations, for seeking the approval of the members of the Company by way of Postal Ballot only through voting

by electronic means for appointment of Dr. Subir Bikas Mitra (DIN: 08321265) as a Non-Executive Independent Director

of the Company for a term of 5 (Five) consecutive years commencing from 14th July, 2025 to 13th July, 2030.

In this connection, we also wish to inform that the company has engaged the services of the National Securities

Depository Limited (‘NSDL’) for providing e-Voting facility to its members. The Company has circulated the Postal Ballot

Notice, along with the Explanatory Statement pertaining to the above resolution, to the Members whose names appear

in the Register of Members/list of Beneficial Owners maintained by the Company/Registrar & Transfer

Agent/Depositories as on Friday, 30th May, 2025 (Cut-off date). The e-voting shall commence on Thursday, 05th June,

2025 at 09:00 A.M. (IST) and will end on Friday, 04th July, 2025 at 05:00 P.M. (IST).

This is for your information and record.

Thanking You,

For and on behalf of Insolation Energy Limited

Nitesh Sharma

Company Secretary and Compliance Officer

ACS: 66702

Encl: As above

----------------Page (0) Break----------------

NOTICE OF POSTAL BALLOT

Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the

Companies (Management and Administration) Rules, 2014 and MCA Circulars as amended and

Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable

provisions, if any, of the Companies Act, 2013, (‘Act’) read with Rule 20 and 22 of the Companies

(Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI

Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company

Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed

by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot

process through e-Voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated

April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated

December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated

May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024

dated September 19, 2024 (collectively the ‘MCA Circulars’), and other applicable laws, rules and

regulations (including any statutory modification or re-enactment thereof for the time being in

force) to transact the special business as set out hereunder by passing Resolution through postal

ballot, by voting only through electronic means (‘remote e-Voting’).

Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the statement

pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof is

annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.

This Postal Ballot Notice (“Notice”) is being sent by email only, to the members whose email

addresses are registered with the Company/ Depository Participants (‘DP’)/ Depository/ Registrar &

Share Transfer Agent (‘RTA’) of the Company. If any member’s e-mail address is not registered or

updated with Company/ Depository Participants (‘DP’)/ Depository/ Registrar & Share Transfer

Agent (‘RTA’) of the Company they may follow the process provided in the Notes hereunder to

receive the Notice, login ID and password for remote e-Voting.

Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply

envelope is not being sent to the Members for this Notice. The Notice is also available on the

website of the Company and can be accessed at web-link www.insolationenergy.in.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of

Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the

Company is providing remote e-Voting facility to its Members, to enable them to cast their votes

electronically instead of submitting the Postal Ballot Form physically. The communication of the

assent or dissent of the Members would only take place through the remote e-Voting system.

Insolation Energy Limited

(CIN: L40104RJ2015PLC048445)

Regd. Office: C-02, New Aatish Market Extension, Mansarovar, Jaipur - 302020, Rajasthan

Tel.: +91-141-2996001 Website: www.insolationenergy.in Email: cs@insolationenergy.in

----------------Page (1) Break----------------

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the

purpose of providing remote e-Voting facility to its members. The remote e-Voting facility is

available at the link www.evoting.nsdl.com. Members are requested to read the instructions given in

the Notice for the detailed procedure on remote e-Voting which forms part of the ‘Notes’ section to

this Notice.

The proposed resolution along with the Explanatory Statement pursuant to Section 102 of the Act

and other applicable provisions if any, of the Act read with rules framed thereunder, pertaining to

the resolution setting out the material facts and reasons thereof, are annexed to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company has appointed Mr.

Akshit Kumar Jangid, Practicing Company Secretary (FCS 11285, CP No. 16300) partner of M/s.

Pinchaa & Co., Company Secretaries, Jaipur as the Scrutinizer for conducting this Postal Ballot/e-

Voting process in a fair and transparent manner.

Members are requested to read the instructions indicated in this Notice and record their assent

(FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the

Notice. The votes can be cast during the following voting period:

Cut-off date for eligibility to vote Friday, 30th May, 2025

Commencement of e-Voting period 09:00 A.M. (IST) on Thursday, 05th June, 2025

Conclusion of e-Voting period 05:00 P.M. (IST) on Friday, 4th July, 2025

The e-Voting facility will be disabled by NSDL immediately thereafter and the remote e-voting shall

not be allowed beyond the said date and time. Members may please note that once the vote on a

resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the

vote again.

The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by

him. The results of the Postal Ballot will be announced not later than 2 working days of the

conclusion of the e-Voting period.

The said result along with the scrutinizer’s report will be uploaded on the Company’s website and on

the website of National Securities Depository Limited (NSDL) www.evoting.nsdl.com. The results

shall also be immediately forwarded to BSE Limited where the shares of the Company are listed.

The last date of the e-voting shall be the date on which the resolutions shall be deemed to have

been passed, if approved by the requisite majority. The proposed resolution requiring consent of

Members through Postal Ballot are as under:

SPECIAL BUSINESS:

ITEM NO. 01: APPOINTMENT OF DR. SUBIR BIKAS MITRA (DIN: 08321265) AS A NON-EXECUTIVE

INDEPENDENT DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass the following resolution(s) as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 2(47), 149, 150, 152, 160 and Schedule IV

and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies

(Appointment and Qualification of Director) Rules 2014 (including any statutory modification(s) or

re-enactments(s) thereof for the time being in force), Regulation 17 and other applicable regulations

of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (‘Listing Regulations’), as amended from time to time and in accordance with the

relevant provisions of Articles of Associations of the Company and based on the recommendation of

----------------Page (2) Break----------------

the Nomination and Remuneration Committee and the Board of Directors of the Company (“Board”)

respectively, Dr. Subir Bikas Mitra (DIN 08321265), who meets the criteria for Independence under

Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1) (b) of the Listing

Regulations and in respect of whom the Company has received a Notice in writing under Section 160

of the Act, from a member proposing his candidature for the office of Independent Director, and

who is eligible for appointment as an Independent Director, be and is hereby appointed as an

Independent Director of the company not liable to retire by rotation for a term of 5 (Five)

consecutive years commencing from 14th July, 2025.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do

all such acts, deeds and things as may be necessary, proper or expedient to give effect to this

resolution.”

Date: 26th May, 2025

Place: Jaipur

For and on behalf of the Board of Directors

Insolation Energy Limited

Sd/-

Nitesh Sharma

Company Secretary & Compliance Officer

ACS: 66702

----------------Page (3) Break----------------

NOTES:

1. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the

material facts concerning each item of Special Business to be transacted by postal ballot through

remote e-voting only is annexed hereto and forms part of this Notice.

2. The Company in compliance with the Companies (Management and Administration) Rules, 2014,

has appointed Mr. Akshit Kumar Jangid (Membership No. F11285, CP No. 16300) Practicing

Company Secretary, partner of M/s. Pinchaa & Co., Jaipur, as the Scrutinizer for conducting the

Postal Ballot process in a fair and transparent manner.

3. The Scrutinizer will submit this report after completion of the scrutiny to the Chairman of the

Company or any person authorized by him. The result of the e-Voting will be announced not

later than 2 working days of the conclusion of the e-Voting and the same will be communicated

to BSE Limited and shall also be available on the Company’s website www.insolationenergy.in

and on the website of NSDL www.evoting.nsdl.com and also will be displayed at the Registered

Office of the Company. The Resolution, if assented by the requisite majority, shall be deemed to

be passed on the last date specified for e-Voting i.e. Friday, 4th July, 2025.

4. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent by electronic mode

only to those members whose names appear in the Register of Members / List of Beneficial

Owners as on Friday, 30th May, 2025 (“Cut -off Date”) received from the Depositories and whose

Email ID is registered with the Company / Depositories. Physical copies of the Postal Ballot

Notice along with postal ballot forms and pre-paid business reply envelopes will not be sent to

the members for this Postal Ballot.

5. Members would be able to cast their votes and convey their assent or dissent to the proposed

resolution only through the remote e-Voting process. Members whose names appear on the

eligible for the purpose of e-Voting. A person who becomes a member after the Cut-Off Date

should treat this notice for information purpose only.

6. This Postal Ballot Notice will also be available on the Company's website at

www.insolationenergy.in, websites of the Stock Exchange, that is, BSE Limited at

www.bseindia.com, and on the website of NSDL at www.evoting.nsdl.com.

7. Pursuant to the applicable provisions of the Act and Rules framed thereunder and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company can serve

notices and other communication through electronic mode to those Members who have

registered their Email IDs either with the Depository Participant(s) or the Company. Members

who have not registered their Email IDs so far, are requested to register their Email IDs, in

respect of electronic holdings with the Depository through their concerned Depository

Participants.

8. All documents referred to in this Postal Ballot Notice will be available for inspection

electronically until the last date of voting. Members seeking to inspect such documents can send

an email to cs@insolationenergy.in.

9. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in

proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on

the Cut-Off Date. A person who is not a Member on the cut-off date should treat this Notice for

information purpose only. Provided that once the vote on a resolution is cast by the member, he

shall not be allowed to change it subsequently or cast the vote again.

----------------Page (4) Break----------------

10. As per Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015,

and relevant Circulars issued by SEBI from time to time, as amended, securities of listed

companies can be transferred only in dematerialized form with effect from April 1, 2019, except

in case of request received for transmission or transposition of securities. In view of this and to

eliminate all risks associated with physical shares and for ease of portfolio management,

members holding shares in physical form are requested to consider converting their holdings to

dematerialized form.

11. Members are requested to intimate changes, if any, pertaining to their name, postal address,

email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates,

nominations, power of attorney, bank details such as, name of the bank and branch details, bank

account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in

electronic form and to Bigshare Services Private Limited at prasadm@bigshareonline.com in case

the shares are held in physical form.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER: -

The remote e-voting period begins 09:00 A.M. (IST) on Thursday, 05th June, 2025 and ends at

05:00 P.M. (IST) on Friday, 4th July, 2025. The remote e-voting module shall be disabled by NSDL

for voting thereafter and the remote e-voting shall not be allowed beyond the said date and

time. Members may please note that once the vote on a resolution is cast by the member,

he/she shall not be allowed to change it subsequently or cast the vote again. The Members,

whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-

off date) i.e. Friday, 30th May, 2025, may cast their vote electronically. The voting right of

shareholders shall be in proportion to their share in the paid-up equity share capital of the

Company as on the cut-off date, being Friday, 30th May, 2025.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are

mentioned below:

Step 1: Access to NSDL e-Voting system

(A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed

Companies, Individual shareholders holding securities in demat mode are allowed to vote

through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id in their demat accounts

in order to access e-Voting facility.

Type of

shareholders

Individual

Shareholders

holding

securities in

demat mode

with NSDL

1. For OTP based login you can click on

https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You

will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No.,

Verification code and generate OTP. Enter the OTP received on

registered email id/mobile number and click on login. After successful

authentication, you will be redirected to NSDL Depository site wherein

you can see e-Voting page. Click on company name or e-Voting service

provider i.e. NSDL and you will be redirected to e-Voting website of

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NSDL for casting your vote during the remote e-Voting period.

2. Existing IDeAS user can visit the e-Services website of NSDL Viz.

https://eservices.nsdl.com either on a Personal Computer or on a

mobile. On the e-Services home page click on the “Beneficial Owner”

icon under “Login” which is available under ‘IDeAS’ section , this will

prompt you to enter your existing User ID and Password. After

successful authentication, you will be able to see e-Voting services

under Value added services. Click on “Access to e-Voting” under e-

Voting services and you will be able to see e-Voting page. Click on

company name or e-Voting service provider i.e. NSDL and you will be

re-directed to e-Voting website of NSDL for casting your vote during

the remote e-Voting period.

3. If you are not registered for IDeAS e-Services, option to register is

available at https://eservices.nsdl.com. Select “Register Online for

IDeAS Portal” or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

4. Visit the e-Voting website of NSDL. Open web browser by typing the

following URL: https://www.evoting.nsdl.com/ either on a Personal

Computer or on a mobile. Once the home page of e-Voting system is

launched, click on the icon “Login” which is available under

‘Shareholder/Member’ section. A new screen will open. You will have

to enter your User ID (i.e. your sixteen digit demat account number

hold with NSDL), Password/OTP and a Verification Code as shown on

the screen. After successful authentication, you will be redirected to

NSDL Depository site wherein you can see e-Voting page. Click on

company name or e-Voting service provider i.e. NSDL and you will be

redirected to e-Voting website of NSDL for casting your vote during the

remote e-Voting period.

5. Shareholders/Members can also download NSDL Mobile App “NSDL

Speede” facility by scanning the QR code mentioned below for

seamless voting experience.

Individual

Shareholders

holding

securities in

demat mode

with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through

their existing user id and password. Option will be made available to

reach e-Voting page without any further authentication. The users to

www.cdslindia.com and click on login icon & New System Myeasi Tab

and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-

Voting option for eligible companies where the evoting is in progress as

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per the information provided by company. On clicking the evoting

option, the user will be able to see e-Voting page of the e-Voting

service provider for casting your vote during the remote e-Voting

period. Additionally, there is also links provided to access the system of

all e-Voting Service Providers, so that the user can visit the e-Voting

service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is

available at CDSL website www.cdslindia.com and click on login & New

System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing

Demat Account Number and PAN No. from a e-Voting link available on

www.cdslindia.com home page. The system will authenticate the user

by sending OTP on registered Mobile & Email as recorded in the Demat

Account. After successful authentication, user will be able to see the e-

Voting option where the evoting is in progress and also able to directly

access the system of all e-Voting Service Providers.

Individual

Shareholders

(holding

securities in

demat mode)

their depository

participants

You can also login using the login credentials of your demat account

through your Depository Participant registered with NSDL/CDSL for e-

Voting facility. upon logging in, you will be able to see e-Voting option.

Click on e-Voting option, you will be redirected to NSDL/CDSL Depository

site after successful authentication, wherein you can see e-Voting

feature. Click on company name or e-Voting service provider i.e. NSDL

and you will be redirected to e-Voting website of NSDL for casting your

vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use

Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues

related to login through Depository i.e. NSDL and CDSL:

Individual Shareholders holding securities

in demat mode with NSDL

Members facing any technical issue in login can

contact NSDL helpdesk by sending a request at

evoting@nsdl.com or call at 022 - 4886 7000

Individual Shareholders holding securities

in demat mode with CDSL

Members facing any technical issue in login can

contact CDSL helpdesk by sending a request at

helpdesk.evoting@cdslindia.com or contact at

toll free no. 1800-21-09911

(B) Login Method for shareholders other than Individual shareholders holding securities in demat

mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is

available under ‘Shareholder/Member’ section.

----------------Page (7) Break----------------

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a

Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at

https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices

after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your

vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat

(NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in

demat account with NSDL.

8 Character DP ID followed by 8 Digit Client ID

For example if your DP ID is IN300*** and Client

ID is 12****** then your user ID is

IN300***12******.

b) For Members who hold shares in

demat account with CDSL.

16 Digit Beneficiary ID

For example if your Beneficiary ID is

12************** then your user ID is

12**************

c) For Members holding shares in

Physical Form.

EVEN Number followed by Folio Number

registered with the company

For example if folio number is 001*** and EVEN

is 101456 then user ID is 101456001***

5. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can use your existing password to

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the

‘initial password’ which was communicated to you. Once you retrieve your ‘initial

password’, you need to enter the ‘initial password’ and the system will force you to

change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial

password’ is communicated to you on your email ID. Trace the email sent to you from

NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file.

Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL

account, last 8 digits of client ID for CDSL account or folio number for shares held in

physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for

those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten

your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat

account with NSDL or CDSL) option available on www.evoting.nsdl.com.

----------------Page (8) Break----------------

b) Physical User Reset Password?” (If you are holding shares in physical mode) option

available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a

request at evoting@nsdl.com mentioning your demat account number/folio number,

your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on

the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the

check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which

you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting

period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the

number of shares for which you wish to cast your vote and click on “Submit” and also

“Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the

confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with

attested specimen signature of the duly authorized signatory(ies) who are authorized to

vote, to the Scrutinizer by e-mail to ppincha@gmail.com with a copy marked to

evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can

also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking

on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their

2. It is strongly recommended not to share your password with any other person and take

utmost care to keep your password confidential. Login to the e-voting website will be

----------------Page (9) Break----------------

disabled upon five unsuccessful attempts to key in the correct password. In such an event,

you will need to go through the “Forgot User Details/Password?” or “Physical User Reset

Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for

Shareholders and e-voting user manual for Shareholders available at the download section

of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi

Mhatre, Senior Manager at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories

for procuring user id and password and registration of e mail ids for e-voting for the

resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder,

scanned copy of the share certificate (front and back), PAN (self attested scanned copy of

PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to

cs@insolationenergy.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16

digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN

(self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar

Card) to cs@insolationenergy.in. If you are an Individual shareholders holding securities in

demat mode, you are requested to refer to the login method explained at step 1 (A) i.e.

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring

user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed

Companies, Individual shareholders holding securities in demat mode are allowed to vote

through their demat account maintained with Depositories and Depository Participants.

Shareholders are required to update their mobile number and email ID correctly in their

demat account in order to access e-Voting facility.

----------------Page (10) Break----------------

EXPLANATORY STATEMENT TO BE ANNEXED TO THE NOTICE PURSUANT TO SECTION 102(1) OF

THE COMPANIES ACT, 2013

As required under Section 102 of the Companies Act, 2013 (“Act”), the following explanatory

statement sets out all material facts relating to the special business mentioned under Item No. 1

of the accompanying notice:

ITEM NO. 01: APPOINTMENT OF DR. SUBIR BIKAS MITRA (DIN 08321265) AS A NON-EXECUTIVE

INDEPENDENT DIRECTOR OF THE COMPANY:

Based on recommendation of the Nomination and Remuneration Committee, the Board of

Directors in its meeting held on 26th May, 2025 has approved the appointment of Dr. Subir Bikas

Mitra (DIN: 08321265) as Non-Executive Independent Director of the Company for a term of five

years commencing from 14th July, 2025 to 13th July, 2030, not liable to retire by rotation, subject

to the approval of the Members by way of a Special Resolution.

Dr. Subir Bikas Mitra (DIN: 08321265), with a distinguished academic background including an

MBA, LL.M., and dual Ph.D. degrees in Arbitration Law and Strategic Human Resource

Management, is a highly accomplished professional with around 42 years of experience across

Public Sector Enterprises and Government bodies. He served as Executive Director (Law & HR) at

GAIL (India) Limited and as Former Director at GAIL Gas Limited, where he provided strategic

leadership in legal affairs and human capital management. Currently, he holds part-time

advisory positions with the Directorate General of Hydrocarbons, MoPNG, and the Hydrocarbon

Sector Skill Council. An empaneled Arbitrator and Conciliator with prestigious institutions such

as ICA, SIAC, ICC, and IIAC, he also serves as an adjunct faculty at leading institutions, including

IIMs. Dr. Mitra’s career reflects a unique blend of operational leadership, regulatory insight, and

thought leadership, widely respected across the energy, legal, and academic sectors.

In terms of clause (1A) of Para A of Part D of Schedule II of the Listing Regulations, The

Nomination Remuneration Committee confirms that Dr. Subir Bikas Mitra (DIN: 08321265) has

the capabilities required in the Board of the Company as identified by it on the basis of the

evaluation of the balance of skills, knowledge and experience on the Board of the Company. The

Company has received a declaration from him to the effect that he meets the criteria of

independence as provided in Section 149(6) of the Companies Act, 2013 and Rules framed

thereunder and as per Regulation 16 of the Listing Regulations. In terms of Regulation 25(8) of

Listing Regulations, He has also confirmed that he is not aware of any circumstance or situation

which exists or may be reasonably anticipated that could impair or impact his ability to discharge

his duties. He further confirmed the compliance of Rule 6 of the Companies (Appointment and

Qualification of Directors) Rule, 2014 regarding inclusion of his name in the databank of the

Indian Institute of Corporate Affairs (IICA).

He has also confirmed that he is not disqualified from being appointed as Director, in terms of

the provisions of Section 164 of the Act and is not debarred to hold the office of a Director by

virtue of any order passed by SEBI or any other authority and has given his consent to act as a

Director of the Company.

The Company has received a Notice in writing from a member of the Company as per the

provisions of Section 160 of the Companies Act, 2013 proposing his candidature for the office of

Independent Director of the Company.

In the opinion of the Board, Dr. Subir Bikas Mitra (DIN: 08321265) fulfils the conditions for

appointment as an Independent Director as specified in the Companies Act, 2013 and the Listing

Regulations and is independent of the management.

----------------Page (11) Break----------------

None of the Directors, Key Managerial Personnel of the Company or their relatives is concerned

or interested, financial or otherwise, in the said Resolution.

The Board of Directors recommends the Special Resolution set out at item no. 1 of the Notice for

approval by the Members by Special Resolution.

A copy of draft letter of appointment as an Independent Director setting out the terms and

conditions and other related documents shall be available for inspection by the Members at the

Registered Office of the Company on all working days other than Saturdays, Sundays and

National Holidays between 11:00 A.M. and 1:00 P.M. up to the date of the Postal ballot and is

also available on the website of the Company at www.insolationenergy.in.

Further, the Board has disclosed all the related information and to the best of understanding of

the Board of Directors, no other information and facts are required to be disclosed that may

enable members to understand the meaning, scope and implications of the item of business and

to take decision thereon.

Additional information as required under Regulation 36(3) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 and other applicable

provisions is as Annexure – A.

Date: 26th May, 2025

Place: Jaipur

For and on behalf of the Board of Directors

Insolation Energy Limited

Sd/-

Nitesh Sharma

Company Secretary & Compliance Officer

ACS: 66702

----------------Page (12) Break----------------

Annexure: A

S. No. Particulars Details

1 Name of Director Dr. Subir Bikas Mitra

2 DIN 08321265

3 Date of Birth and Age 02nd August 1960 (64 Years)

4 Nationality Indian

5 Date of first appointment on the Board Appointed by the Board of Director w.e.f.

14th July, 2025, subject to the approval of

Shareholder of the Company.

6 Qualifications MBA, LL.M, Dual PH.D

7 Experience and Nature of Expertise in specific

functional areas

Dr. Mitra possess deep functional

expertise in legal affairs, dispute

resolution through Arbitration/

Mediation/Conciliation; Strategic Human

Resource Management; and Corporate

Governance. He has also contributed to

regulatory compliance and governance

while working at a senior management

level with Public Sector Enterprises, and

also being a part-time advisor as outlined

above.

8 Terms and Conditions of appointment Please refer to Item No. 1 of the

Explanatory Statement of the Postal Ballot

Notice.

9 Details of Remuneration last drawn Not Applicable

10 Details of Remuneration sought to be paid Mutually decided between the Board and

Dr. Subir Bikas Mitra (DIN: 08321265)

11 Number of Board meetings attended during

the Financial Year 2024-25

FY 2024-25: NA

12 Names of the Entities in which person hold

the Directorships

JSV Innovations Private Limited

13 Memberships / Chairmanships of committees

of other companies

NIL

14 Chairmanship /Membership of Committees

of the Board of Directors of the Company

NIL

15 Names of Listed Entities from which he has

resigned as Director in past 3 years

NIL

16 Number of Equity Shares held in the Company

(including as Beneficial Owner)

NIL

17 Inter-se relationship with other Directors and

Key Managerial Personnel of the Company

He is not related to any of the Directors or

Key Managerial Personnel of the

Company.

18 Skills and capabilities required for the role and

the manner in which the Directors meet the

requirements

The role demands strategic oversight,

legal expertise, and governance

experience - all of which Dr. Mitra brings

through his leadership roles at GAIL, GAIL

Gas, and IFFCO Kisan, as well as his part-

time advisory positions in the DGH,

MoPNG, and Hydrocarbon Sector Skill

Council. He is a qualified Independent

Director as required under the statute, he

----------------Page (13) Break----------------

has contributed to key board committees

and policy matters. His academic

involvement with IIMs further enhances

his ability to offer informed, ethical, and

impactful guidance aligned with the vision

and mission of the Insolation Energy.

Date: 26th May, 2025

Place: Jaipur

For and on behalf of the Board of Directors

Insolation Energy Limited

Sd/-

Nitesh Sharma

Company Secretary & Compliance Officer

ACS: 66702

----------------Page (14) Break----------------

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