Key Resolutions for Postal Ballot

Two special resolutions are proposed for shareholder approval through postal ballot conducted exclusively via electronic means (e-voting):

Item No. 01: Continuation of Directorship of Mr. Anil Kumar Gupta (DIN: 03573328) as a Non-Executive Independent Director beyond the age of 75 years.

  • Mr. Gupta will attain the age of 75 years on 10th July, 2026.
  • His current term is from 10th February, 2024 to 09th February, 2029.
  • Approval is required under SEBI LODR Regulation 17(1A) for directors above 75 years.
  • Rationale: His experience in the energy sector and meaningful participation in Board processes.

Item No. 02: Amendment to the Insolation Energy Employee Stock Option Plan 2024 (ESOP 2024).

  • Primary change: Increase the maximum number of options that may be granted from 200,000 to 2,000,000.
  • Reason: Adjustment due to stock split where face value reduced from ₹10 to ₹1 per share, maintaining the same value and percentage of the original ESOP pool without additional dilution.
  • Other amendments include updates to definitions, vesting schedule flexibility, notice address changes, and merchant banker appointment procedures.

Voting Details and Timeline

  • Cut-off date for eligibility: Friday, 29th May, 2026
  • E-voting period: Commences Thursday, 04th June, 2026 at 09:00 AM IST and concludes Friday, 03rd July, 2026 at 05:00 PM IST
  • Service provider: National Securities Depository Limited (NSDL)
  • Voting platform: www.evoting.nsdl.com
  • Result declaration: Within 2 working days after e-voting conclusion
  • Deemed passing date: If approved, resolutions are deemed passed on Friday, 03rd July, 2026

Scrutinizer Appointment

Mr. Akshit Kumar Jangid (FCS 11285, CP No. 16300), partner of M/s. Pinchaa & Co., Company Secretaries, Jaipur, has been appointed as Scrutinizer for the postal ballot process.

Distribution Method

The Notice is being sent by electronic mode only to members whose email addresses are registered with the Company/Depositories. Physical copies are not being dispatched.

Director Profile (Mr. Anil Kumar Gupta)

  • Former MD of JdVVNL & JVVNL
  • BE in Electrical Engineering from MITS, Gwalior
  • Began career at RSEB in 1973, advancing to leadership roles including Chief Engineer and Whole Time Director (Technical)
  • Extensive experience with Department of Energy, Government of Rajasthan
  • Professional training in USA and Singapore arranged by Government of India
  • Current membership: Corporate Social Responsibility Committee and Audit Committee of the Company
  • Holds no equity shares in the Company
  • Not related to any other Directors or Key Managerial Personnel
  • Attended 5 board meetings during Financial Year 2025-26
  • Remuneration: Paid sitting fees for attending meetings

ESOP 2024 Amendment Details

The amendments to the ESOP 2024 plan include:

1. Updated definition of "Associate Company" to align with Companies Act, 2013

2. Updated registered office address of the Company

3. Updated definition of "Shares" and "Stock Exchange"

4. Increased maximum grantable options from 200,000 to 2,000,000

5. Modified vesting schedule from fixed 12-30 month periods to flexible 1-5 year period at Committee's discretion

6. Changed notice department from Human Resource to Secretarial Department

7. Removed specific merchant banker appointment (Holani Consultants) in favor of appointing SEBI Registered Category I Merchant Bankers as needed

8. Added new clause for procedure of Exercise of Options and Allotment of Shares

Inspection Availability

The modified ESOP 2024 plan is available for inspection at the Registered Office of the Company on working days between 11:00 AM and 1:00 PM until the postal ballot date, and on the company website at www.insolationenergy.in.

Registered Office Details

C-02, New Aatish Market Extension, Mansarovar, Jaipur - 302020, Rajasthan

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