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:

(Amount in millions except Earnings Per Share)

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 Non¬
Convertible 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) Non¬
Executive 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 grass¬
cutting 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.

For & on behalf of the Board of Directors of
ACME SOLAR HOLDINGS LIMITED

Manoj Kumar Upadhyay

Place: Gurugram DIN: 01282332

Date: 27^th August 2025 Chairman & Managing Director