ACME Solar Holdings Ltd

To

The Members,

The Board of Directors of ACME Solar Holdings Limited ("ASHL" or "the Company") is pleased to present the 10^th Annual Report, along with the Standalone and Consolidated Audited Financial Statements, of the Company for the financial year ended 31^st March 2025. As this marks the inaugural Report subsequent to the Initial Public Offering ("IPO"), and listing of the equity shares of the Company on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (collectively referred to as the "Stock Exchanges"), the Board of Directors of the Company ("Board of Directors") extends a warm welcome to the public shareholders. We look forward to your continued trust and support.

1. Financial Results

The financial performance of the Company for the FY 2025 is summarised below:

2. Results of Operations and the State of Company's Affairs

Standalone

The standalone revenue from operations of the Company was INR 13,521.01 million during the financial year ended 31^st March 2025 as against INR 4 ,708.40 million during the previous financial year ended 31^st March 2024. The Earnings Before Finance Cost, Depreciation, Amortisation expenses, taxes and exceptional items (EBITDA) was at INR 4,282.58 million for FY 2025 as compared to INR 779.56 million during FY 2024. The Net Profit for the year under review was INR 1,887.71 million, as against INR 4,195.63 million in FY 2024.

The exceptional items represent contingent consideration received related to investments disposed in earlier years amounting to INR 11.96 million during FY 2025 (Gain on sale of investments made by the Company amounting to INR 6,198.16 million during year FY 2024).

Consolidated

The consolidated revenue from operations of the Company was INR 14,051.31 million during FY 2025, as compared to INR 13,192.50 million in FY 2024. The consolidated Earnings before Finance Cost, Depreciation, Amortisation Expenses, taxes and exceptional items (EBITDA) was INR 14,055.40 million for FY 2025 as compared to INR 12,361.65 million for FY 2024. On a consolidated basis, the Company earned a Net Profit of INR 2,508.21 million for FY 2025 as against INR 6,977.81 million for FY 2024.

During FY 2024, we had divested solar assets of 369 MW, because of which the financial performance during the FY 2025 is not comparable. The sale of electricity from divested assets for FY 2024 was INR 2,516.26 million.

The exceptional items for FY 2025 include a) ancillary cost of INR 259.03 million incurred on prepayment of borrowings by the Company's subsidiaries during FY 2025; and b) contingent consideration received related to investments disposed in earlier year(s) amounting to INR 49.19 million during FY 2025 (Net gain on sale of investments made of INR 7,212.30 million during FY 2024 and contingent consideration received related to investments disposed in earlier year(s) amounting to INR 274.61 million during FY 2024).

Company business and operations

The Company is a pure play fully integrated renewable energy producer in India with a diversified portfolio comprising solar, wind, hybrid & Firm and Dispatchable Renewable Energy (FDRE) projects. It is one of the top 10 renewable energy independent power producer in India with an operational capacity of 2,540 MW and under construction capacity of 4,430 MW at the end of FY 2025. Since 31^st March 2025, we have won bids for 550 MWh of standalone BESS projects and have commissioned 350 MW of renewable energy capacity, taking the total operational capacity to 2,890 MW. It generates long term stable cashflows through the sale of electricity to various off-takers including central and state government-backed entities through long term contracted PPA typically for 25 years. The Company has in-house engineering, procurement, construction and operation & maintenance capabilities allowing it to control processes, costs and timelines and giving flexibility in the choice of technology and suppliers.

The Company is well-positioned to lead the transition towards integrated, scalable and firm renewable energy solutions. It has significantly expanded the operational portfolio and successfully commissioned the largest single location solar project of 1,200 MW in Jaisalmer, Rajasthan. This capacity build-out, aligned with disciplined capital structuring, is now translating into stronger earnings performance. As the Company continues to scale its presence in the hybrid and FDRE space, its business is becoming more resilient and future ready. With over 4430 MW under construction and strong alignment across stakeholders, the Company is confident of delivering sustained growth and long-term value creation. Looking ahead, the company is targeting a operational contracted capacity portfolio of 10 GW by 2030, reinforcing a strong commitment to sustainable growth and energy transition leadership.

As of the end of the FY 2025, the Company has an aggregate operational capacity of 2,540 MW and under construction pipeline of 4,430 MW. During the year, it has signed power purchase agreements for 1,890 MW comprising 1,590 MW FDRE and 300 MW hybrid capacity. Further during FY 2025, we were awarded projects for 1900 MW, comprising 1,000 MW FDRE, 600 MW solar and 300 MW hybrid capacity.

Since 31^st March 2025, the Company, through its subsidiaries, has commissioned 300 MW

solar project in Rajasthan and 50 MW wind project in Gujarat, taking our total operational capacity to 2,890 MW. Further, wind project of 100 MW in Gujarat is under advanced stages of construction. Additionally, we have won 550 MWh of standalone BESS projects, taking total portfolio to 6,970 MW of contracted capacity and 550 MWh of battery capacity. During this period, the Company, through its subsidiaries, has signed PPA/BESPA for 300 MW solar, 250 MW FDRE and 550 MWh BESS projects.

3. Initial Public Offer and Listing of Equity Shares of the Company

The Company successfully came out with an IPO of 100,353,919 equity shares having face value of INR 2 each at INR 289 per equity share (including share premium of INR 287 per share), comprising (i) offer for sale of 17,474,048 shares by selling shareholder and (ii) fresh issue of 82,879,871 shares. The equity shares of the Company were listed and admitted for trading on the Stock Exchanges with effect from 13^th November 2024.

The Company had appointed ICRA Limited, as the Monitoring Agency pursuant to Regulation 41(2) of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilisation of IPO proceeds. Further, as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has submitted the reports received from ICRA Limited for every quarter to the Stock Exchanges, and the Company will continue to submit the same to the Stock Exchanges till the full utilisation of total amount raised by the Company through the IPO. The proceeds of the IPO are being utilised as per the objects of the offer as disclosed in the Company's Prospectus dated 09^th November 2024.

4. Dividend

During the FY 2025, the Board of Directors has not recommended any dividend for the FY 2025. However, after the closure of financial year under review, the Board of Directors at their meeting held on 25^th April 2025, had declared an Interim Dividend of INR 0.20 per Equity Share of the Company (i.e. 10% of the face value of INR 2 each of Equity Share) for the period ended 31^st December 2024. The Interim Dividend has been paid subject to deduction of tax at source, wherever applicable. The dividend payment was based on the parameters outlined in the Dividend Distribution Policy of the Company which is in accordance with Regulation 43A of the Listing Regulations.

5. Reserves

The Company does not propose to transfer any amount (previous year: NIL) to the reserves for the financial year under review.

6. Change in the Nature of Business

There has been no change in the nature of business of the Company during the financial year under review except as disclosed elsewhere in this Report.

7. Financial Statements

The Audited Standalone and Consolidated Financial Statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act"), Regulation 33 of Listing Regulations and the Indian Accounting Standards.

8. Subsidiaries,AssociatesandJoint Ventures Companies and Report on Performance and Financial Position of Subsidiaries Companies

As on 31^st March 2025, the Company has 65 subsidiary companies (including step down subsidiaries). The following are the key changes in subsidiaries during FY 2025:

a. During the financial year under review, the Company had re-acquired 100% of the paid- up equity share capital of (l) ACME Urja One Private Limited (2) ACME Urja Two Private Limited (3) ACME Sun Power Private Limited

(4) ACME Surya Power Private Limited and

(5) ACME Solartech Private Limited, from its corporate promoter, ACME Cleantech Solutions Private Limited ("ACSPL").

b. During the financial year under review, the Company had acquired 100% of the paid- up equity share capital of (l) ACME Gamma Urja Private Limited, and (2) ACME Hybrid Urja Private Limited, from ACSPL.

c. During the financial year under review, the Company had acquired 49% of the paid- up equity share capital of the following companies namely, (l) ACME Renewtech Private Limited, (2) ACME Alpha Renewables Private Limited and (3) ACME Sigma Urja Private Limited, from ACSPL while remaining 51% equity share capital continues to be

held by ACSPL. Further, in terms of the share purchase and shareholder agreements executed between the Company, ACSPL and the abovementioned companies, responsibility of overall development, commissioning, and funding of the projects resides with the Company. Upon expiry of lock-in period under the power purchase agreements (i.e., one year after commissioning of the plant), the Company will acquire the remaining 51% of the equity share capital from ACSPL. Post acquisition of the balance 51% equity share capital, these companies will become wholly owned subsidiaries of the Company.

d. During the financial year under review, the Company had acquired 49% of the paid- up equity share capital of ACME Eco Clean Energy Private Limited while the remaining 51% continues to be held by ACME Pokhran Solar Private Limited, which is a wholly owned subsidiary of the Company. However, the Company is holding 100% convertible securities of ACME Eco Clean Energy Private Limited.

e. During the year under review, the following companies became wholly owned subsidiary companies:

The Board of Directors reviewed the affairs of the subsidiaries, associates and joint ventures of the Company. In accordance with the provisions of Section 129 (3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of subsidiaries/ associates/ joint ventures of the Company forming part of Annual Report in the Form AOC-1 is enclosed as Annexure 'A'.

The highlights of the performance of subsidiaries and their contribution to the overall performance of the Company are included in note no. 49 of the Consolidated Financial Statements of the Company and form part of this Annual Report.

In accordance with Section 136 of the Act, the standalone and consolidated financial statements and the related information of the Company as well as the audited accounts of each of its subsidiaries, are available on the website of the Company at https://www.acmesolar.in/ investor-presentation

9. Material Subsidiaries

In terms of Regulation 16 of the Listing Regulations, a subsidiary shall be considered material subsidiary if, its turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Basis this definition and audited financial statements of the Company of 31^st March 2024, the Company had 2 (two) material unlisted subsidiaries viz. ACME Solar Energy Private Limited and ACME Heergarh Powertech Private Limited. Further, basis this definition and the consolidated audited financial statements of the Company as of 31^st March 2025, the Company has 3 (three) material unlisted subsidiaries viz. ACME Solar Energy Private Limited, ACME Heergarh Powertech Private Limited and ACME Aklera Power Technology Private Limited.

In addition to the above, Regulation 24(1) of the Listing Regulations (as applicable prior to coming into effect of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12^th December 2024) required that at least one Independent Director on the Board of Directors of the listed company to be a Director on the Board of Directors of unlisted 'material subsidiary', whether incorporated in India or not. For this provision, 'material subsidiary' meant a subsidiary whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Basis this definition and the audited financial statements of the Company of 31^st March 2024, the Company had 1 (one) material unlisted subsidiary i.e. ACME Solar Energy Private Limited. Accordingly, Mr. Atul Sabharwal, an Independent Director of the Company was appointed as Director on the board of directors of ACME Solar Energy Private Limited with effect from 10^th June 2024. Further, post coming into effect of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12^th December 2024), basis the amended definition of "material subsidiary" as provided under Regulation 24(1) and the consolidated audited financial statements of the Company as of 31^st March 2025, there is no material unlisted subsidiary.

The Company has complied with the provisions of Regulation 24 of Listing Regulations with regard to corporate governance of subsidiary companies.

10. Share Capital

Authorised Share Capital

During the financial year under review, pursuant to resolutions passed by our Board of Directors and Shareholders in their meetings held on 27^th May 2024 and 07^th June 2024, respectively, the authorised share capital of our Company was sub-divided from 1,000,000,000 equity shares of face value of INR 10 each to 5,000,000,000 Equity Shares of face value of INR 2 each.

PAID UP SHARE CAPITAL

During the year under review, the Company issued 82,879,871 equity shares of INR 2 each in its IPO. The paid-up equity share capital as on 31^st March 2025 was INR 1,21,01,75,562 divided into 60,50,87,781 equity shares of INR 2 each.

11. Debentures

1) During the year under review, the Company has not issued or allotted any kind of debentures or debenture stock.

2) The Company had previously issued 750 Secured Redeemable Non-Convertible Debenture of face value of INR 1,000,000 each, aggregating to INR 750,000,000 on private placement basis on 21^st March 2022. During the year under review, the Company has fully redeemed the outstanding principal amount i.e. INR 434,061,000 along with interest of NonConvertible Debentures (NCDs) in terms of the provisions of Debenture Trust Deed.

3) The Company had an outstanding 6,500,000 Compulsory Convertible Debentures (CCDs) of INR 1,000 each aggregating to INR 6,500,000,000. During the year under review, pursuant to board, shareholders and operational committee resolutions dated 27^th May 2024; 07^th June 2024 and 12^th June 2024, respectively, these 6,500,000 CCDs were converted into 6,500,000 NCDs of Rs 1,000 each. Subsequently, these NCDs were redeemed during the financial year under review.

12. Business Responsibility and Sustainability Report (BRSr)

During the year under review, the Business Responsibility and Sustainability Report under the Listing Regulations is not applicable to the Company.

13. Management Discussion and Analysis Report

As required by Regulation 34 (2) of the Listing Regulations, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

14. Corporate Governance Report

The Company is committed to adhere to best corporate governance practices. A separate section on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations forms part of the Annual Report.

15. Directors and Key Managerial Personnel

a) Board of Directors:

Composition:

The Board of Directors of the Company has an optimum balance of Executive and Non-Executive Directors, representing a blend of professionalism, knowledge and experience. The composition of the Board is in compliance with Regulation 17 of the Listing Regulations.

Mr. Manoj Kumar Upadhyay is Chairman & Managing Director of the Company. Since the Chairman is a Promoter and Executive Director, the Company needs to appoint at least 50% of the total number of Directors as Independent Directors. The Board of Directors is in compliance with Regulation 17 of Listing Regulations and as of 31^st March 2025 had 3 (three) Executive Directors and 4 (four) NonExecutive Independent Directors [including 1 (one) Woman Independent Director]. Further, as on the date of this Report, the Board of Directors has 3 (three) Executive Directors and 3 (three) Non-Executive Independent Directors [including 1 (one) Woman Independent Director].

Composition of Board of Directors at the end of FY 2025

• Mr. Manoj Kumar Upadhyay, Chairman and Managing Director

• Mr. Shashi Shekhar, Vice-Chairman and Whole Time Director

• Mr. Nikhil Dhingra, Whole Time Director and

Chief Executive Officer

• Mr. Atul Sabharwal, Non-Executive

Independent Director

• Ms. Anuranjita Kumar, Non-Executive Independent Director

• Mr. Hemant Sahai, Non-Executive

Independent Director

• Mr. Sanjay Dhawan, Non-Executive

Independent Director

None of the aforesaid Directors are disqualified under Section 164(2) of the Act. Further, they are not debarred from holding the office of Director pursuant to order of Securities and Exchange Board of India or any other authority.

Changes in Directors

During the year under review and between the end of the financial year and date of this

Report, following are the changes in Directors of the Company:

• Mr. Subhash Kumar (DIN: 07905656) has resigned from the position of Whole Time Director with effect from 30^th April 2024.

• Mr. Venkatraman Krishnan (DIN: 00419253) has resigned from the Directorship of the Company with effect from 22^nd April 2024.

• Mr. Nikhil Dhingra is a Whole-Time Director (DIN: 07835556) and the Chief Executive Officer of the Company. He has been associated with the Company since 03^rd February 2023, and associated as a director since 25^th April 2024. He was designated as a Whole-Time Director and the Chief Executive Officer of the Company pursuant to resolution passed by the Board of Directors on 25^th April 2024, and the resolution passed by Shareholders on 26^th April 2024, for a period of three years with effect from 25^th April 2024.

• Mr. Atul Sabharwal (DIN: 07845048), was re-appointed as an independent director of the Company, for a term of five years commencing from 25^th April 2024, and shall not be liable to retire by rotation.

• Ms. Anuranjita Kumar (DIN: 05283847), was appointed as an independent director of the Company, who shall hold office for a term of five years commencing from 25^th April 2024, and shall not be liable to retire by rotation.

• Mr. Ravindra Dhariwal (DIN: 00003922), was appointed as an independent director of the Company, for a term of five years commencing from 25^th April 2024, and shall not be liable to retire by rotation. Subsequently Mr. Ravindra Dhariwal has resigned from the position of Independent Director of the Company w.e.f. 27^th June 2024.

• Mr. Sanjay Dhawan (DIN: 01275608), was appointed as an independent director of the Company, who shall hold office for a term of five years commencing from 29^th June 2024, and shall not be liable to retire by rotation. Subsequently, Mr. Sanjay Dhawan has resigned from the position of Independent Director w.e.f. 30^th May 2025.

• Mr. Hemant Sahai (DIN: 00088238), was appointed as an independent director of the Company, for a term of five years commencing from 19^th January 2025, and shall not be liable to retire by rotation.

b) Key Managerial Personnel (KMP)

As of the date of this Report, the Key Managerial Personnel of the Company, in accordance with the provisions of Section 2(51) and Section 203 of the Act, include:

• Mr. Manoj Kumar Upadhyay, Managing Director

• Mr. Nikhil Dhingra, Whole Time Director and Chief Executive Officer

• Mr. Rajesh Sodhi, Company Secretary and Compliance Officer

• Mr. Rajat Kumar Singh, Group Chief Financial Officer*

*During the year under review, Mr. Purushottam Kejriwal had joined as Chief Financial Officer in the Company on 03^rd April 2024 and designated as Chief Financial Officer w.e.f. 22^nd June 2024 under the provisions of Section 203 of the Act by the Board of Directors. Subsequently Mr. Purushottam Kejriwal ceased to be a Key managerial Personnel (Chief Financial Officer) under the provisions of Section 203 of the Act, w.e.f. 20^th May 2025. Mr. Purushottam Kejriwal will transition from his role as a Key Managerial Personnel under Section 203 of the Companies Act, 2013. He will, however, continue to play an active role in the Company's leadership, bringing the benefit of his deep institutional knowledge and experience to ongoing financial and strategic matters.

Following a performance review and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 27^th August 2025, had approved and recommended to the Members at the ensuing Annual General Meeting the appointment of Mr. Shashi Shekhar (DIN: 01747358) as Whole-Time Director and Vice-Chairman of the Company for a period of 1 (one) year commencing from 09^th April 2026 till 08^th April 2027, liable to retire by rotation.

c) Directors Retiring by Rotation

In terms of Section 152 of the Act, the Companies (Management & Administration) Rules, 2014, and the Articles of Association of the Company, Mr. Shashi Shekhar, Vice Chairman and Whole-Time Director, is due to retire by rotation at the upcoming Annual General Meeting. Mr. Shashi Shekhar, being eligible, has offered himself for reappointment. The Board of

Directors recommends his reappointment, acknowledging his invaluable contributions to the Board of Directors and the Company.

d) Declaration by Independent Director

In terms with Section 149(7) of the Act read with Regulation 25(8) of the Listing Regulations, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 1 6(i)(b) of the Listing Regulations.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Board of Directors is of the opinion that the independent directors possess requisite qualifications, expertise, and experience, hold the highest standards of integrity, and have significantly contributed towards good governance of the Company. All directors of the Company have confirmed that there are no disqualifications against them for appointment as directors, in accordance with Section 164 of the Act.

e) Formal Annual Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee has put in place a framework for annual evaluation of the performance of the Board of Directors, Board Committees and individual directors, including the Independent Directors and Chairperson of the Company. For the FY 2025, the evaluation process was undertaken in accordance with the abovementioned framework and applicable law.

f) Separate Meeting of the Independent Directors

During the financial year under review, pursuant to the provisions of Schedule IV of the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 27^th March 2025. Further details in relation to the matters discussed in the meeting are mentioned in the Corporate Governance Report.

g) Nomination & Remuneration Policy

The Board of Directors has on the recommendation of the Nomination and Remuneration Committee, laid down a Nomination and Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features are provided in the Corporate Governance Report forming part of Board's Report.

The Nomination & Remuneration Policy of the Company is available on the website of the Company at: c? https://www.acmesolar. in/assets/pdf/Policies/ACMESolarHoldings_ Nomination_and_Renumeration_Policy.pdf.

h) Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid Code. All the members of the Board and Senior Management Personnel have affirmed the compliance of the same. A copy of the Code of Conduct for Directors and Senior Management is available on the website of the Company at & https://www.acmesolar. in/assets/pdf/Policies/ACMESolarHoldings_ Code_of_Conduct_Policy.pdf.

16. Deposits

During the year under review, the Company did not invite or accept any deposits from the public under Section 76 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014.

17. Material Changes and Commitments

I n terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report.

18. Annual Return

As per Section 134(3)(a) of the Act read with Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) of the

Company as of 31^st March 2025, has been placed on the website of the Company C? www.acmesolar.in under the Investor Corner section at https://www.acmesolar.in/annual- returns.

19. Auditors and Reports

a) Statutory Auditors and their Report

I n term of provisions of Section 139 of the Companies Act, the shareholders of the Company at their 6^th Annual General Meeting ("AGM") held on 29^th November 2021 approved re-appointment of [a] M/s S. Tekriwal & Associates (FRN: 009612N), Chartered Accountants as Joint Statutory Auditor of the Company for a period of 4 (four) consecutive years i.e. till the conclusion of 10^th Annual General Meeting to be held in the year 2025 and [b] M/s Walker Chandiok & Co., LLP (FRN:001076N/N500013), Chartered Accountants as Joint Statutory Auditor of the Company for a period of 5 (five) consecutive years i.e. till the conclusion of 11^th Consecutive AGM to be held in the year 2026.

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and, therefore, do not call for further clarification. Auditor's Report for FY 2025 does not have any qualification, reservation or adverse remarks.

In terms of the provision of Section 139 of the Act, the Board of Directors in its meeting held on 27^th August 2025, has recommended and approved the appointment of M/s A Prasad & Associates , Chartered Accountants, (Firm Registration No.: 004250C) in the place of M/s S. Tekriwal & Associates (FRN: 009612N), the retiring joint statutory auditor, to hold the office for a term of 5 (five) consecutive years from the conclusion of the 10^th Annual General Meeting until the conclusion of the 15^th Annual General Meeting of the Company to be held in the year 2030.

M/s A Prasad & Associates have submitted a certificate, as required under Section 139(1) of the Act confirming that they meet the criteria provided in Section 141 of the Act. Their appointment is subject to the approval of the shareholders of the Company at the ensuing AGM.

b) Cost Auditors

The provisions of Section 148 of the Act read with Companies (Cost Records and Audits)

Rules, 2014, were not applicable on the Company for financial year under review.

c) Internal Auditor

During the financial year under review, in terms of Section 138 of the Act read with rules made thereunder, the Board of Directors of the Company appointed Mr. Dilip Kumar Singh as an Internal Auditor of the Company for the FY 2025. Mr. Dilip Kumar Singh had resigned on account of personal reasons and has been relieved from the services of the Company with effect from the close of business hours on 27^th March 2025.

Pursuant to the provisions of Section 138 of the Act read with rules made thereunder, and on the recommendation of the Audit Committee, the Board of Directors had appointed M/s AAPT & Associates, Chartered Accountants (FRN: 032383N), as Internal Auditor of the Company for the FY 2026 in its meeting held on 31^st March 2025.

AAPT & ASSOCIATES, Chartered Accountants ("Firm") is a distinguished firm of Chartered Accountants founded by partners with extensive experience of working with global consulting firms, including the Big 4 in India. The expertise spans audit & assurance, accounting, legal and taxation, risk assessment, preparation of standard operating procedures, and designing risk control matrices. The Firm specialises in IND AS, IFRS, US GAAP and Internal Audit providing a comprehensive suite of services tailored to meet diverse client needs.

Internal audit reports are discussed with the management and are also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work assigned and placed their reports at the meetings of the Audit Committee.

d) Secretarial Auditors

M/s DMK Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for FY 2025. The Secretarial Audit for FY 2025 is annexed at Annexure-B. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

I n terms of Regulation 24(A)(1) of the Listing Regulations, the 'material subsidiaries' of the Company are required to undertake

secretarial audit. For the year under review, ACME Solar Energy Private Limited and ACME Heergarh Powertech Private Limited qualified as 'material subsidiaries' of the Company pursuant to the Regulation 16(1) (c) of the Listing Regulations. Accordingly, the Secretarial Audit Report of [a] ACME Solar Energy Private Limited for FY 2025 issued by M/s Katira & Associates, Company Secretaries and [b] ACME Heergarh Powertech Private Limited for FY 2025 issued by M/s Ankit Tiwari & Co. , Company Secretaries, are annexed as Annexure-Bl and B2, respectively. The said reports are self-explanatory and do not contain any qualification, reservation, adverse remark or disclaimer.

Based on the recommendation of the Audit Committee, the Board of Directors approves and recommends for shareholders' approval, the appointment of M/s DMK Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company, for a first term of 5 (five) years beginning from the FY 2026.

20. Meetings of the Board of Directors

During the financial year under review, 15 (fifteen) meetings of Board of Directors were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. The details of all Board of Directors/ Committee meetings are mentioned in the Corporate Governance Report, which forms part of the Board's Report.

21. Audit Committee

The details of the Audit Committee including its composition and terms of reference, are mentioned in the Corporate Governance Report, which forms part of the Board's Report.

The Board of Directors, during the year under review, had accepted all recommendations made to it by the Audit Committee.

22. Vigil Mechanism and Whistle Blower Policy

The Company has formulated a vigil mechanism through its Whistle Blower Policy to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Company's code of conduct or ethics policy. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company. The vigil mechanism and whistle blower policy may be accessed on the Company's website at

C? https://www.acmesolar.in/assets/pdf/Policies/ ACMESolarHoldings_Whistle_Blower_Vigil_ Mechanism_Policy.pdf

23. Committees of Board

Pursuant to requirements under the Act and Listing Regulations, the Board of Directors has constituted various Committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

24. Risk management

Pursuant to regulation 21 of the Listing Regulations, the Board of Directors has formed a Risk Management Committee for overseeing the Company's risk management processes and systems, and implementation of the Risk Assessment and Management Policy of the Company. The Risk Management Committee is responsible for monitoring, reviewing and evaluation the risk management plans and systems so that management controls the risk through a properly defined network.

The Company sees risk management as a core business discipline, vital for achieving our strategic goals, meeting business objectives and creating sustainable value for stakeholders. Given the dynamic nature of the renewable energy sector, the Company continuously monitors external and internal risks to create mitigation strategies that are specifically designed to capitalise on the right opportunities and appropriately address potential threats and vulnerabilities.

The strong governance framework of the Company ensures prudent analysis and management of risks. It has strengthened our business resilience and fortified our capabilities to maximise stakeholder value creation.

There are no risks which, in the opinion of the Board of Directors, threaten the existence of the Company. Key risks of the Company and response strategies are set out in the Management Discussion and Analysis section, which forms a part of this Annual Report.

The Risk Assessment and Management Policy may be accessed on the Company's website at C? https://www.acmesolar.in/assets/pdf/Policies/ ACMESolarHoldings_Risk_Management_Policy.pdf

25. Details of Internal Financial Controls with Reference to the Financial Statements

The Company has internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and assessing whether these are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

As per Independent Auditor's report, internal financial controls with reference to the financial statements were adequate and operating effectively.

26. Secretarial Standards

During the financial year under review, the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

27. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors hereby confirm that:

a. i n the preparation of the annual accounts for the FY 2025, the applicable Accounting Standards have been followed along with proper explanation and there are no material departures;

b. they had selected such accounting policies and applied them consistently and made judgements 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 31^st March 2025 and of the profit of the Company for the financial year ended on that date;

c. they had 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. they had prepared the annual accounts of the Company on a going concern basis;

e. they 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. t hey had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

28. Corporate Social Responsibility

The Company has in place a Corporate Social Responsibility Policy ("CSR Policy") which outlines the Company's philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programmes towards welfare and sustainable development of the communities. The CSR Policy of the Company is available on the website of the Company at: fS https://www.acmesolar.in/assets/pdf/Policies/ ACMESolarHoldings_CSR_Policy.pdf

In terms of the provisions of the Section 135 of the Act, the Company is not required to spend any amount towards CSR activities during the FY 2025.

29. Details in Respect of Fraud Reported by Auditor under Section 143(12) Other than which are Reportable to the Central Government

There was no fraud reported in the Company during the FY 2025. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report under Section 143 (12) of the Act for the FY 2025.

30. Particulars of Loans, Guarantees and Investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are as set out in the notes to the accompanying financial statements of the Company.

31. Particulars of Contracts or Arrangements made with Related Parties Pursuant to the Section 188 (1) of the Companies Act, 2013

All transactions with related parties are placed before the Audit Committee for its approval in accordance with the Listing Regulations. Further, in accordance with the Listing Regulations, an omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm's length basis, and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the Listing Regulations and the Company's Policy on Related Party Transactions, which has been formulated by the Company in terms of the provisions of the Act and the Listing Regulations. The same is available on the website of the Company at https://www.acmesolar.in/assets/ pdf/Policies/ACMESolarHoldings_%20Related_ Party_Transactions_Policy.pdf

During FY 2025, the Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Regulation 23(4) of the Listing Regulations mandates prior approval of the shareholders of a listed entity by means of an ordinary resolution for all 'material' related party transactions to which the listed entity or its subsidiaries are a party including those related party transactions to which the subsidiary of a listed entity is a party but the listed entity is not a party, even if such transactions are in the ordinary course of business and at an arm's length basis. For this purpose, related party transaction shall be considered as 'material' if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, exceed(s) INR 1,000 crores, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

During the year under review, the Company has entered into various material related party transactions. All the related party transactions are in compliance with the provisions of the Listing Regulations as applicable during the financial year ended 31^st March 2025.

Further, the disclosures on related party transactions as required under IND AS-24 and Schedule V of the Listing Regulations including the names of the related parties and specifics of the transactions, are provided in the financial statements of the Company for FY 2025. Members seeking further details are encouraged to refer to the notes accompanying the Standalone Financial Statements of the Company for FY 2025.

Pursuant to the provisions of Regulation 23(9) of the Listing Regulations, for the FY 2025, the Company has filed half yearly reports to the stock exchanges disclosing the related party transactions.

32. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment of women at workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made there under, the Company has adopted a Prevention of Sexual Harassment of Women at Workplace Policy to ensure healthy working environment for women without fear of prejudice, gender bias and sexual harassment and the Company is complying with the applicable provisions of the POSH Act.

I n terms of the provisions the POSH Act and rules made thereunder, the Company constituted an Internal Complaints Committee to redress the complaints received regarding sexual harassment. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

a) Conservation of Energy

1. As part of our commitment to operational excellence and sustainable practices, we have implemented dry robotic cleaning systems across our solar photovoltaic assets. These autonomous robots are powered by self-charging solar panels, enabling them to operate independently without external power sources or water. No usage of external power saves approx. 500Wh per robot/ day which is approx. 5214 energy unit / day cumulative saving up to 1.9MWh across the portfolio.

2. Adoption of dry robotic system of module cleaning across the Rajasthan portfolio of 2.9 GWp has saved the requirement of water consumption of 2.5 Cubic meters along with the saving of energy consumption up to 1.5 MWh for the requirement of pumping this water to clean the modules.

3. Advanced LED lighting across the boundary of large-scale solar projects has significantly reduced the auxiliary power consumption during the night.

4. Selection of highly advanced outdoor naturally cooled solar inverter installations has cut down auxiliary loads by 3-4% compared to actively cooled systems through forced ventilation and air conditioners.

5. Initiated use of heat sensing PCB based cooling inside equipment to prevent the continuous operation of ventilation fans which is reducing the auxiliary power consumption.

b) Technology Absorption

1. The Company and its subsidiaries are using fully Digitalised Supervisory Control and Data Acquisition (SCADA) Systems which enables real-time monitoring and control of plant operations. Useful in tracking performance of inverters, transformers, weather sensors, and auxiliary systems and helps in quick identification of faults and reduces downtime. This has led to reduced manual intervention and improved uptime.

2. Fully Automatic Robots dry cleaning systems automated the cleaning of solar panels without using water. This is very useful specifically in arid regions with heavy dust accumulation. They can be scheduled during non-peak hours via digital control. This sustains high module efficiency while reducing manual labour, water and usage of motors for water pumping.

3. Drone-Based Thermography and Aerial Inspection has been adopted which are using infrared cameras on drones to detect hot spots, string mismatches, and shading issues. It is being done faster

than manual inspections, covering large areas quickly which facilitates faster fault detection and targeted maintenance.

4. Centralised dashboards adopted at portfolio level offers complete view of auxiliary energy usage across multiple plants. It is enabling benchmarking, remote control, and rapid deployment of efficiency improvements across locations.

5. Digital tools has been adopted at portfolio level which use machine learning/ analytics to predict equipment failures or performance degradation and prevents auxiliary systems (like HVACs, pumps, trackers) from operating under inefficient or faulty conditions.

6. The Company and its subsidiaries have also adopted real-time monitoring and data analytics enables detection of inefficient equipment or anomalies, allowing for corrective action and can identify peak auxiliary load times and opportunities to shift or reduce usage.

7. The adoption of high watt-peak photovoltaic modules enables significantly improved energy generation per unit area, making them ideal for optimising land use in large- scale solar installations. These advanced modules, typically rated above 550 Wp features improved efficiency, allowing more power to be generated from the same or even smaller installation area.

8. The Company and its subsidiaries have adopted larger block sizes in solar plants with the lesser number of inverter station, transformers and civil foundations. It enabled streamlined electrical design and lowered DC/AC losses.

9. The Company and its subsidiaries have initiated the adoption of robotic grasscutting solutions across large scale solar power plants. These autonomous or semi-autonomous robotic systems are designed to navigate between module rows and uneven terrains, ensuring consistent and effective grass and weed control without disrupting solar infrastructure to enhance operational efficiency and reduce manual intervention in vegetation management.

c) Foreign exchange earnings and outgo

During the year under review, the details of foreign exchange earnings and outflows are as follows:

34. Significant and Material orders passed by the Regulators/Courts/Tribunals Impacting the going Concern Status and the Company's Operations in Future

During the financial year under review, there has been no significant and material order passed by any Regulator/Court/ Tribunal impacting the Company's going concern status and operation in future.

35. Disclosure under Employees Stock Option Plans and Schemes

The Company had adopted the ACME Employee Stock Option Plan 2024 ("ESOP Scheme") pursuant to approval from the shareholders in their meetings held on 27^th June 2024, 08^th October 2024, 17^th October 2024 and 21^st February 2025, with a view to reward employee performance and dedication towards the Company; retain, attract and motivate employees and encourage employees to align performance with the Company's objectives and goals. Further, the renewable industry is witnessing high growth resulting in a demand-supply gap for talent, necessitating long term incentive programmes such as the Scheme.

During the FY 2025, Company has granted 37,88,833 stock options under the ESOP Scheme. A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period is annexed as Annexure C to this Report. Further, the ESOP Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").

The ESOP Scheme shall be implemented and administered through a trust route for extending the benefits to the eligible employees.

The certificate from the Secretarial Auditor of the Company, that the ESOP Scheme has been implemented in accordance with the SEBI SBEB Regulations along with the resolutions passed by the Members, would be available for electronic inspection by the Members at the forthcoming 10^th Annual General Meeting.

Further, the details specified under Regulation 14 of the SEBI SBEB Regulations, are available on the Company's website at 0 https://www.acmesolar. in/assets/pdf/Dividend-Shares/Disclosure- under-the-Securities-and-Exchange-Board-of- India-Share-Based-Employee-Benefits-and- Sweat-Equity-Regulations-2021-for-the-year- ended-31^st-March-2025.pdf

36. Particulars of Employees and Related Disclosures

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this Report.

The disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

37. Credit Rating

During the financial year, CRISIL has assigned/ reassigned the credit rating as CRISIL A+/Positive for bank loan facilities of INR 350 crores:

38. General

During the year under review:

• There has been no issue of equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not bought back any of its securities;

• The Company has not issued any Sweat Equity Shares;

• None of your Directors have received any remuneration or commission (except the sitting fees by the Independent Directors) from any subsidiary of the Company;

• The equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges;

• There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016;

• There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF);

• There was no such case in which there was difference between 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.

• The Company has complied with the provisions of the Maternity Benefit Act, 1961.

Awards & Accolades

During the financial year under review, the

Company and its subsidiaries have been

conferred with the awards and accolades:

1. Top Utility Scale Solar Developer (Platinum) at the India Annual Solar Awards 2024 organised by EQPro and C2Z.

2. The Company's subsidiary, ACME Heergarh Powertech Private Limited, operating 300 MW plant won CII Leadership in Performance Excellence Award (2024) for outstanding operational and business practices.

3. Utility Scale Project Developer Company of the year (Gold) Award at the Telangana & AP Annual Solar Awards organised by EQMag in Hyderabad, 2024.

4. Honoured as "Valuable Association Importer" for the Northern region for the year 2023-24 by CONCOR India Ltd.

5. Solar Pinnacle Award 2024-25 for the largest solar power plant in Rajasthan at the Independent Power Producer Association of India (IPPAI).

6. The Company's subsidiary, ACME Heergarh Powertech Private Limited operating 300 MW plant has been recognised as the Solar Ground Mount Project of the Year - IPP under the Bharat Solar Excellence Awards at the Rajasthan Energy Excellence Awards 2025.

7. I ndia Climate Samman Award 2025 under India's Highest Carbon Credit Issuance category by CMAI (Carbon Market Association of India) for commitment to sustainable energy and carbon reduction.

8. The Company's subsidiary, Vishwatma Solar Energy Private Limited, Yemmiganur recognised with the Silver Award for Industrial Safety Leadership in the Power and Energy Category at the CII Andhra Pradesh Industrial Safety Excellence Awards 2025.

9. Awarded Certification of Appreciation at Rising Rajasthan on successful completion of the ISTS 1,200 MW project in Jaisalmer.

Acknowledgement

The Directors would like to place on record their deep appreciation to our shareholders, customers, business partners, vendors, bankers and financial institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State electricity regulatory authorities, communities in the neighbourhood of our operations, municipal authorities and local authorities in areas where we are operational as also other partners and stakeholders, for all the support rendered during the year.

The Board of Directors also extends its heartfelt thanks to the employees of the Company for their dedicated efforts, commitment, and contribution throughout the year, which have been instrumental in driving the Company's progress and performance.