INSOLATION ENERGY LIMITED — Proxy Solicitation & Information Statement 2026

Mar 18, 2026

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18[th] March, 2026

To, To, The Manager, The Manager, Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Floor 25, P J Towers, ‘Exchange Plaza’ C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai - 400 051 BSE Scrip Code: 543620 NSE 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 12[th] February, 2026, 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 Mr. Shreemat Pandey (DIN: 00411662) as a Non-Executive Independent Director of the Company for a term of 5 (Five) consecutive years commencing from 05[th] February, 2026 to 04[th] February, 2031.

In this connection, we also wish to inform that the company has engaged the services of the National Securities Depository Limited (‘NSDL’) for providing remote 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, 13[th] March, 2026 (Cut-off date). The e-voting shall commence on Thursday, 19[th] March, 2026 at 09:00 A.M. (IST) and will end on Friday, 17[th] April, 2026 at 05:00 P.M. (IST).

This is for your information and record.

Thanking You,

For and on behalf of Insolation Energy Limited NITESH Digitally signed by NITESH SHARMA SHARMA Date: 2026.03.18 12:04:09 +05'30'

Nitesh Sharma Company Secretary and Compliance Officer ACS: 66702 Encl: As above

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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

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NOTICE OF POSTAL BALLOT

Pursuant to the provisions of 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 the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘ the 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 (‘ 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, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 (collectively the ‘ MCA Circulars ’), and other applicable laws, rules and regulations (including any statutory modification or reenactment 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 ’).

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 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.

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.

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:

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Cut-off date for eligibility to vote	Friday,13thMarch,2026
Commencement of e-Voting period	09:00 A.M.(IST)on Thursday,19thMarch,2026
Conclusion of e-Voting period	05:00 P.M(IST)on Friday,17thApril,2026

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 proposed resolution requiring consent of Members through Postal Ballot are as under: -

SPECIAL BUSINESS:

ITEM NO. 01: APPOINTMENT OF MR. SHREEMAT PANDEY (DIN: 00411662) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR

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 (‘the Act’) 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 16(1)(b), 17, 25 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 recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company (“Board”) respectively, Mr. Shreemat Pandey (DIN: 00411662), who was appointed by the Board of Directors as an Additional Director (Category: Non-Executive Independent Director) of the Company with effect from 05[th] February, 2026 and who has submitted a declaration that he meets the criteria of 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 Non-Executive Independent Director, and being eligible for appointment as an Non-Executive Independent Director, be and is hereby appointed as an NonExecutive Independent Director of the company not liable to retire by rotation for a term of 5 (Five) consecutive years with effect from 05[th] February, 2026 to 04[th] February, 2031.

RESOLVED FURTHER THAT the Board of Directors of the Company and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution.”

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

Sd/Date: 12[th] February, 2026 Nitesh Sharma Place: Jaipur Company Secretary & Compliance Officer ACS: 66702

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NOTES:

1. An Explanatory Statement pursuant to the Provisions of Sections 102(1) and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution is annexed hereto and forms part of this Notice. The relevant details, pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, in respect of Director seeking appointment as Non-Executive Independent Director are also annexed to this Notice.

2. The Board of Directors of your 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 his 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 the National Stock Exchange of India 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, 17[th] April, 2026.

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, 13[th] March, 2026 (“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 Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered 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 Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, 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

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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.

1. 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.

2. 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 Big share Services Private Limited at vikas@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 at 09:00 A.M (IST) on Thursday, 19[th] March, 2026 and ends at 05:00 P.M (IST) on Friday, 17[th] April, 2026. 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 (cutoff date) i.e Friday, 13[th] March, 2026, 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, 13[th] March, 2026.

- 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode	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

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• with NSDL 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.

• 1. 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.
• 1. 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
• 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. 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.

• Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through Shareholders their existing user id and password. Option will be made available to holding reach e-Voting page without any further authentication. The users to securities in login Easi / Easiest are requested to visit CDSL website demat mode www.cdslindia.com and click on login icon & New System Myeasi Tab with CDSL and then user your existing my easi username & password.

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1. 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 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.

2. 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.

3. 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 You can also login using the login credentials of your demat account Shareholders through your Depository Participant registered with NSDL/CDSL for e- (holding Voting facility. upon logging in, you will be able to see e-Voting option. securities in Click on e-Voting option, you will be redirected to NSDL/CDSL Depository demat mode) site after successful authentication, wherein you can see e-Voting login through feature. Click on company name or e-Voting service provider i.e. NSDL their depository and you will be redirected to e-Voting website of NSDL for casting your participants 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 above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

**Login type **	Helpdesk details
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.comor 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.

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1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2. 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.

1. 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 IN30012**.
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

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

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

4. c) How to retrieve your ‘initial password’?

5. (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’.

6. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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

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• 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.

• 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.

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

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

• 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 login.

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1. 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 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.

2. 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, 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. Login method for e-Voting for Individual shareholders holding securities in demat mode.

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.

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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. 01 of the accompanying notice:

ITEM NO. 01: APPOINTMENT OF MR. SHREEMAT PANDEY (DIN: 00411662) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company have approved the appointment of Mr. Shreemat Pandey (DIN: 00411662) as an “Additional Director (Category: Non-Executive Independent Director)” on the Board of Directors of the Company for a term of 5 (Five) consecutive years not liable to retire by rotation with effect from 05[th] February, 2026 to 04[th] February, 2031 (both days inclusive) subject to the approval of the Members.

In terms of provisions of Section 149 and rules framed thereunder read with Schedule IV of the Companies Act, 2013 and Regulations 17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), appointment of Independent Director requires approval of Members by way of a Special Resolution.

Pursuant to the provisions of Regulation 17(1C) of Listing Regulations, the Company is required to obtain approval of members for the appointment of Director at the next General Meeting or within a time period of 3 (three) months from the date of appointment, whichever is earlier. Accordingly, approval of the members is being sought through Postal Ballot.

The brief profile of Mr. Shreemat Pandey (DIN: 00411662) is given below:

Mr. Shreemat Pandey (DIN: 00411662) after doing Btech in Electrical Engineering from IIT Kharagpur he joined the premier service of IAS in 1984.

He is recognized as an able & result oriented administrator and strategist who recently retired from the Indian Administrative Service after a distinguished career spanning over 35 years. He is widely recognized for his administrative acumen, ethical leadership, and his ability to navigate high-stakes decision-making with transparency and innovation.

Throughout his career, Mr. Pandey has held pivotal roles at the apex of governance, including:

• About eight years of experience as Secretary/Principal Secretary to Chief Minister.

• Ten years of experience in all aspects of Power Sector including Chairman Rajasthan Electricity Regulatory Commission.

• About four years of experience in Information Technology and Communication.

• Over nine and half years of record experience of administration and leadership experience as District Magistrate in challenging Districts of Rajasthan [Pali, Kota, Udaipur and Jaipur].

With extensive experience involving a wide spectrum of working at the apex policy level and in the field level, along with result-oriented approach, decision making capability, inspirational leadership, democratic management style, team building ability and talent for effective execution and conflict resolution, drive him to aspire for a challenging assignment at the apex level.

In terms of clause (1A) of Para A of Part D of Schedule II of the Listing Regulations, the Nomination cum Remuneration Committee confirms that the appointment of Mr. Shreemat Pandey (DIN: 00411662) would be beneficial to the Company and he 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.

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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 Independent Directors maintained by 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 Independent Director of the Company.

In opinion of the board of directors the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

The Company has received a Notice in writing from a member of the Company as per the provisions of Section 160 (1) of the Companies Act, 2013 proposing his candidature for the office of Independent Director of the Company.

Except Mr. Shreemat Pandey (DIN: 00411662) 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. 01 of the Notice for approval by the Members by Special Resolution.

A copy of draft letter of appointment as an Non-Executive 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 .

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

Date: 12[th] February, 2026 Place: Jaipur

Sd/Nitesh Sharma Company Secretary & Compliance Officer ACS: 66702

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Annexure A:

Details of Director seeking appointment [In pursuance of Regulation 36(3) of the Listing Regulations and Secretarial Standard – 2 on General Meetings]

S. No.	Particulars	Details
1	Name of Director	Mr. Shreemat Pandey
2	DIN	00411662
3	Date of Birth and Age	12-04-1956(69 Years)
4	Nationality	Indian
5	Date of first appointment on the Board	Appointed as an Additional Director (Category: Non-Executive Independent Director) by the Board of Directors w.e.f. 05thFebruary, 2026, subject to the approval of Shareholder of the Company.
6	Qualifications	B.tech in Electrical Engineeringfrom IIT Kharagpur.
7	Experience and Nature of Expertise in specific functional areas	Mr. Shreemat Pandey (DIN: 00411662) after doing Btech in Electrical Engineering from IIT Kharagpur he joined the premier service of IAS in 1984. He is recognized as an able & result oriented administrator and strategist who recently retired from the Indian Administrative Service after a distinguished career spanning over 35 years. He is widely recognized for his administrative acumen, ethical leadership, and his ability to navigate high- stakes decision-making with transparency and innovation. Throughout his career, Mr. Pandey has held pivotal roles at the apex of governance, including: • About eight years of experience as Secretary/Principal Secretary to Chief Minister. • Ten years of experience in all aspects of Power Sector including Chairman Rajasthan Electricity Regulatory Commission. • About four years of experience in Information Technology and Communication. • Over nine and half years of record experience of administration and leadership experience as District Magistrate in challenging Districts of Rajasthan [Pali, Kota, Udaipur and Jaipur]. With extensive experience involving a wide spectrum of working at the apex policy level and in the field level, along with result-oriented approach, decision making capability, inspirational leadership, democratic management style, team building ability and talent for effective execution and conflict resolution, drive him to aspire for a challenging assignment at the apex level. Recognized for his unwaveringwork ethics and

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		inspirational leadership, Mr. Pandey brings a balanced perspective on compliance, risk management, and corporate governance, making him a formidable asset for assignments at the apex level.
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 bepaid	Mutually decided between the Board and Mr. Shreemat Pandey (DIN: 00411662).
11	Number of Board meetings attended during the Financial Year 2025-26(till 12thFebruary2026)	1 (One)
12	Names of the Entities in which person hold the Directorships	ACME Cleantech Solutions 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 inpast 3years	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	In case of independent directors, Skills and capabilities required for the role and the manner in which the Directors meet the requirements	The Board of Directors of the Company is of the opinion that Mr. Shreemat Pandey is a person of integrity, possesses relevant expertise and experience and considering his qualifications, extensive knowledge and rich experience in Indian Administrative Service, the appointment of Mr. Shreemat Pandey is in the interest of the Company. He has the requisite skills and capabilities as required for business requirements of the Company.

Note: Directorships in foreign companies and membership in governing councils, chambers and other bodies are not included.

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

Date: 12[th] February, 2026 Place: Jaipur

Sd/Nitesh Sharma Company Secretary & Compliance Officer ACS: 66702

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