Corporate Governance Policy

1. Introduction

1.1. At IB Solar we believe that sound governance frameworks are essential to achieving long-term success, value creation, and resilience.

1.2. Our approach to governance has been shaped by leading international best practices, including those advocated by the International Finance Corporation (IFC), British International Investment (BII), and other professional bodies that espouse good corporate governance.

1.3. While many regulatory requirements under the Companies Act, 2013, may not currently apply to us as an SME, we have voluntarily adopted and tailored best practices to suit our context. This initiative is ongoing and reflects our commitment to responsible management and transparency. This note describes the direction in which we want our corporate governance policy to evolve. As we grow, we will add more elements in our corporate governance policy commensurate with the scale and complexity of our business.

2. Governance Framework Overview

2.1. We consider the following principles central to our governance philosophy:

• Accountability
• Transparency
• Fairness
• Strategic leadership
• Stakeholder engagement

3. Sustainability

3.1. As a manufacturer of solar equipment, our business is inherently aligned with the transition to clean energy and the global effort to reduce carbon emissions.

3.2. We strongly believe that sustainability is not only an environmental imperative but also a long-term value driver for our company and society at large.

3.3. Our operations aim to minimise environmental impact while promoting the adoption of renewable technologies across markets.

3.4. Sustainability principles are embedded into our decision-making processes, product development, and stakeholder engagement practices.

3.5. We are committed to continuous innovation and accountability in our journey towards a more sustainable and low-carbon future.

4. Clear Reporting Lines

4.1. We have established clear reporting lines and defined decision-making processes throughout the organisation.

4.2. Roles and responsibilities are allocated to ensure an appropriate balance of authority, skill, and accountability. This structure facilitates checks and balances while supporting efficient and effective operations.

5. Effective Board

5.1. The Board is collectively responsible for the long-term success of the company, including the formulation and oversight of corporate strategy.

5.2. As an interim step in our governance evolution, an Advisory Board has been established. It will meet no fewer than four (4) times per year to provide strategic advice and external perspectives.

5.3. All directors receive an induction upon appointment and are encouraged to continuously refresh their knowledge and competencies.

5.4. Director orientation is designed to:

• Equip non-executive directors with the context to participate meaningfully in governance and oversight; and
• Enable executive directors to broaden their perspective beyond their functional roles and contribute to holistic oversight.

6. Nomination & Remuneration Committee

6.1. The Nomination & Remuneration Committee (NRC) oversees:

• Talent acquisition and retention
• Succession planning for key roles
• Remuneration structures, including equity-based incentives such as Employee Stock Ownership Plans (ESOPs)

6.2. The NRC plays a vital role in building a motivated and capable team aligned with the company’s mission and values.

7. Customer Satisfaction

7.1. Customer satisfaction is a key driver of business performance.

7.2. We actively track customer feedback through various mechanisms and use it to make continuous operational improvements. This responsiveness enables us to build loyalty and deliver long-term value.

8. Employee Code of Conduct

8.1. A robust Code of Conduct is integral to maintaining an ethical and professional workplace culture.

8.2. It reflects our values, provides clarity on expected behaviour, and serves as a guide for decision-making at all levels.

8.3. Key elements of the Code include:

i. Respect and Integrity
All employees must treat colleagues and stakeholders with dignity and act with honesty.

ii. Professionalism
Professional conduct must be maintained in appearance, communication, and actions.

iii. Compliance with Policies
Employees are expected to comply with all internal policies, procedures, and applicable laws — including the Protection of Women from Sexual Harassment Act, 2013 (POSH).

iv. Confidentiality
Confidential and sensitive information must be protected, with due regard for personal and organisational privacy.

v. Reporting and Whistleblowing
We maintain a confidential mechanism for reporting concerns. Employees are encouraged to speak up, and all such reports will be handled fairly and responsibly.

9. Family Governance

9.1. As a family-influenced business, we recognise the importance of establishing clear boundaries between family governance and corporate governance.

9.2. Our family governance mechanisms are designed to:

• Promote communication and coordination among family members
• Define the role of family institutions in relation to the Board of Directors
• Ensure that family involvement supports, rather than hinders, strategic business growth

10. Transparency & Internal Controls

10.1. We commit to maintaining a high standard of transparency through:

• Timely preparation of audited financial statements
• Disclosure of governance frameworks to relevant stakeholders
• Adherence to applicable provisions under the Companies Act, 2013, including those relating to related party transactions

10.2. We continuously assess and strengthen our internal control systems to safeguard assets, ensure compliance, and enhance operational efficiency.

11. Conclusion

11.1. Corporate governance is not merely a matter of regulatory compliance for us; it is a reflection of our values and a strategic enabler of long-term success.

11.2. We will continue to evolve our governance practices in line with the growth of the business and the expectations of our stakeholders.