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You can view full text of the latest Director's Report for the company.

BSE: 544283ISIN: INE622W01025INDUSTRY: Power - Transmission/Equipment

BSE   ` 419.80   Open: 417.00   Today's Range 407.45
422.95
+6.20 (+ 1.48 %) Prev Close: 413.60 52 Week Range 195.65
476.40
Year End :2026-03 

The Board of Directors of ACME Solar Holdings Limited ("ASHL" or "the Company") is pleased to present the
11th Annual Report, along with the Standalone and Consolidated Audited Financial Statements, of the Company
for the financial year ended 31st March 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for FY 2026 is summarized below:

(Amount in INR millions except Earnings Per Share)

Particulars

FY 26

FY 25

FY 26

FY 25

Revenue from operation

39,109.50

13,521.01

20,233.79

14,051.31

Other income

4,463.37

1,597.35

4,837.01

1,701.10

Profit before finance cost, depreciation,
amortization expenses, taxes and
exceptional items

7,435.71

4,282.58

22,650.37

14,055.40

Finance cost

3,030.99

1,762.64

11,229.88

7,592.07

Depreciation and amortization expenses

5.30

0.09

4,679.02

2,873.13

Profit/(Loss) before tax and exceptional items

4,399.42

2,519.85

6,741.47

3,590.20

Exceptional items

167.56

11.96

26.77

(209.84)

Total tax expense

1,165.40

644.10

1,789.39

872.15

Profit for the year

3,401.58

1,887.71

4,978.85

2,508.21

Earnings per share (Basic)

5.62

3.41

8.24

4.55

Earnings per share (Diluted)

5.56

3.39

8.16

4.53

2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY'S AFFAIRS
Standalone

The standalone revenue from operations of the
Company was INR 39,109.50 million during the
financial year ended 31st March 2026 as against
INR 13,521.01 million during the previous financial
year ended 31st March 2025. The Earnings
before Finance Cost, Depreciation, Amortization
expenses, taxes and exceptional items (EBITDA)
was at INR 7435.71 million for FY 2026 as
compared to INR 4,282.58 million during FY 2025.
The Net Profit for the year under review was INR
3,401.58 million, as against INR 1,887.71 million in
FY 2025.

The exceptional items represent contingent
consideration received related to investments
disposed in earlier years amounting to INR
167.56 million during FY 2026 (Gain on sale of
investments made by the Company amounting
to INR 11.96 million during year FY 2025).

Consolidated

The consolidated revenue from operations of
the Company was INR 20,233.79 million during
FY 2026, as compared to INR 14,051.31 million in

FY 2025. The consolidated Earnings before finance
cost, depreciation, amortization expenses, taxes
and exceptional items (EBITDA) was INR 22,650.37
million for FY 2026 as compared to INR 14,055.40
million for FY 2025. On a consolidated basis, the
Company earned a Net Profit of INR 4978.85
million for FY 2026 as against INR 2,508.21 million
for FY 2025.

The exceptional items include (a) ancillary cost
of INR 159.11 million incurred on prepayment of
borrowings by the Company's subsidiaries during
FY 2026 and ancillary cost of INR 259.03 million
incurred on prepayment by the Company's
subsidiaries during FY 2025; and (b) contingent
consideration received related to investments
disposed in earlier year(s) amounting to INR
185.88 million during FY 2026 and contingent
consideration received related to investments
disposed in earlier year(s) amounting to INR 49.19
million during FY 2025.

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 2,982’ MW,
commissioned Battery Energy Storage Systems
(BESS) of 1,324 MWh and under construction
capacity of 5,0882 MW at the end of FY 2026.
Since 31st March 2026, we have commissioned
2,297 MWh of BESS capacity, taking the total BESS
operational capacity to 3,621 MWh at the end of
July 2026. 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 3.6 GWh of BESS
capacity, one of India's largest BESS capacity.
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 5 GW under
construction capacity 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 renewable energy
generation portfolio of 10 GW by 2030, reinforcing
a strong commitment to sustainable growth and
energy transition leadership.

As of the end of the FY 2026, the Company has
an aggregate operational capacity of 2,982’
MW, commissioned BESS of 1,324 MWh and under
construction pipeline of 5,0882 MW. Cumulative
FY26 PPA signed capacity stood at 3,2883 MW and
550 MWh standalone BESS. Further during FY 2026,
we were awarded projects for 1,400 MW2.

Since 31st March 2026, the Company, through its
subsidiaries, has commissioned 2,297 MWh of
BESS capacity, taking our total BESS operational
capacity to 3,621 MWh at the end of July 2026.

3. UTILISATION OF IPO PROCEEDS

The Company completed its Initial Public Offer
("IPO") and the listing of its equity shares during
the financial year 2024-25. During the financial
year 2025-26, the Company continued to submit
to the Stock Exchanges, the Monitoring Agency
Reports received from ICRA Limited on the
utilisation of the IPO proceeds, in accordance
with the applicable regulatory requirements. The
last Monitoring Agency Report for the quarter
ended 30th September 2025 was submitted to the
Stock Exchanges on 03rd November 2025.

The IPO proceeds were utilised in accordance
with the objects of the offer as disclosed in the
Company's Prospectus dated 09th November 2024.

4. QUALIFIED INSTITUTIONAL PLACEMENT

Subsequent to the close of the financial year, the
Company successfully completed a Qualified
Institutions Placement ("QIP") of 10,01,78,890 equity
shares of face value INR2 each ("Equity Shares")
in accordance with the provisions of Chapter VI
of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (" S E BI ICDR
Regulations"), and Sections 42 and 62(l)(c) of the
Companies Act, 2013, read with the rules made
thereunder and other applicable laws.

Pursuant to the QIP, the Company allotted
10,01,78,890 Equity Shares to eligible Qualified
Institutional Buyers ("QIBs") at an issue price of
INR 279.50 per Equity Share (including a premium
of INR 277.50 per Equity Share), which was at
a discount of INR 14.63 per Equity Share (4.97%
of the floor price) determined in accordance
with the SEBI ICDR Regulations. The QIP resulted
in an aggregate fund raise of approximately
INR 28,000.00 million.

5. DIVIDEND

During the FY 2026, the Board of Directors has
not recommended any dividend for the FY 2026.
However, during the financial year under review,
the Board of Directors in its meeting held on 25th
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).
Further, the Board of Directors in its meeting
held on 29th January 2026, declared an Interim

’Since 31st March 2026, ACME Solar added 8 MW of renewable energy capacity from ACME Eco Clean Energy Private Limited wind
project, taking the operational portfolio capacity to 2,990 MW as of 31st July 2026

2Includes ACME Renewtech Sixth Private Limited SECI FDRE project which was awarded at 301 MW, but has been classified as 300 MW
capacity as its PPA was signed for 300 MW

3Since 31st March 2026, ACME Solar signed PPAs of 600 MW capacity and commissioned 8 MW wind capacity, taking the PPA signed
portfolio to 3,880 MW as of 31st July 2026

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).

The Interim Dividend was paid subject to
deduction of tax at source, wherever applicable.
The dividend payment was based on the
parameters outlined and in compliance with the
Dividend Distribution Policy of the Company which
is in accordance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as SEBI
Listing Regulations) and may be accessed at
https://www.acmesolar.in/assets/pdf/Policies/
ACMESolarHoldings_Dividend_Distribution_
Policy.pdf

6. RESERVES

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

7. 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.

8. 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 the SEBI Listing Regulations and the Indian
Accounting Standards.

9. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES COMPANIES AND REPORT ON
PERFORMANCE AND FINANCIAL POSITION
OF SUBSIDARIES COMPANIES

As on 31st March 2026, the Company has 75
subsidiary companies (including step down
subsidiaries). The following are the key change(s)
in subsidiary(ies) during FY 2026:

(a) During the financial year under review,
the Company invested in the equity share
capital of ACME Sigma Urja Private Limited,
a subsidiary of the Company, pursuant to
which the Company's shareholding in Target
Company increased from 49% to 100%.

(b) During the financial year under review, the
following companies became wholly owned
subsidiary companies:

No.

Name of Company

Date of Incorporation

1

ACME Greentech
Nineth Private Limited

03rd April 2025

2

ACME Greentech
Eleventh Private
Limited

03rd April 2025

3

ACME Greentech
Twelfth Private Limited

03rd September 2025

4

ACME Greentech
Thirteenth Private
Limited

03rd September 2025

5

ACME Greentech
Fourteenth Private
Limited

03rd September 2025

6

ACME Greentech
Sixteen Private Limited

23rd December 2025

7

ACME Greentech
Seventeen Private
Limited

23rd December 2025

8

ACME Greentech
Nineteen Private
Limited

23rd December 2025

9

ACME Greentech
Fifteen Private Limited

01st January 2026

10

ACME Greentech
Eighteen Private
Limited

01st January 2026

The Board of Directors reviewed the affairs
of the subsidiaries 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 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. 48 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
<S https://www.
acmesolar.in/investor-presentation

10. MATERIAL SUBSIDIARIES

In terms of Regulation 16 of the SEBI Listing
Regulations, a subsidiary shall be considered a
material subsidiary if, its turnover or net worth
exceeds ten per cent of the consolidated turnover
or net worth respectively, of the listed entity and
its subsidiaries in the immediately preceding
accounting year. The Company has in place the
"Policy For Determining Material Subsidiaries" and
the same can be accessed at

https://www.acmesolar.in/assets/pdf/Policies/

ACMESolarHoldings_Determining_Material_

Subsidiaries_Policy.pdf

Basis the abovementioned definition and the
audited financial statements of the Company
as of 31st March 2025, the Company had 3 (three)
material unlisted subsidiaries viz. ACME Solar
Energy Private Limited, ACME Heergarh Powertech
Private Limited and ACME Aklera Power Technology
Private Limited. Further, basis this definition and
the consolidated audited financial statements of
the Company as of 31st March 2026, the Company
has 1 (one) material unlisted subsidiary viz. ACME
Solar Energy Private Limited.

I n addition to the above, Regulation 24(1) of the
SEBI Listing Regulations, requires at least one
Independent Director on the Board of Directors
of the listed entity to be a director on the Board
of Directors of an unlisted 'material subsidiary',
whether incorporated in India or outside India.
For this purpose, a "material subsidiary" means
a subsidiary whose income or net worth exceeds
twenty per cent of the consolidated income or
net worth, respectively, of the listed entity and its
subsidiaries, based on the immediately preceding
accounting year. Basis this definition and the
consolidated audited financial statements of the
Company as of 31st March 2025, the Company
did not have any material unlisted subsidiary.
However, based on the aforesaid definition and
the consolidated audited financial statements of
the Company as at 31st March 2026, ACME Solar
Energy Private Limited qualifies as a material
unlisted subsidiary of the Company. Accordingly,
Mr. Atul Sabharwal, an Independent Director of
the Company, continues to serve on the Board
of Directors of ACME Solar Energy Private Limited,
with effect from 10th June 2024.

The Company has complied with the
requirements of Regulation 24 of the SEBI Listing
Regulations relating to the corporate governance
of its subsidiary companies.

11. SHARE CAPITAL
Authorised share capital

During the financial year under review, there was
no change in the Authorised share capital of the
Company. The Authorised share capital as at
31st March 2026 was 5,000,000,000 Equity Shares
of face value of INR 2 each.

Paid up share capital

The paid-up equity share capital of the Company
as at 31st March 2025 was INR 1,21,01,75,562,
comprising 60,50,87,781 equity shares of face
value of INR 2 each.

During the financial year under review, the
Company allotted 8,84,023 equity shares of
face value of INR 2 each on 6th November 2025
to the ACME Employees Welfare Trust ("
Trust")
pursuant to the ACME Employee Stock Option
Plan 2024 ("
Scheme"). Consequent to the said
allotment, the paid-up equity share capital of
the Company increased to INR 1,21,19,43,608,
comprising 60,59,71,804 equity shares of face
value of INR 2/- each.

Accordingly, as at 31st March 2026, the paid-up
equity share capital of the Company stood at
INR 1,21,19,43,608, comprising 60,59,71,804 equity
shares of face value of INR 2 each.

Subsequent to the close of the financial year,
the Company undertook a Qualified Institutions
Placement ("
QIP") of equity shares of face value
of INR 2 each ("
Equity Shares"). Pursuant to the
allotment of Equity Shares to eligible Qualified
Institutional Buyers on 04th June 2026, the paid-up
equity share capital of the Company increased
from INR 1,21,19,43,608, comprising 60,59,71,804
Equity Shares, to INR 1,41,23,01,388, comprising
70,61,50,694 Equity Shares.

Further, on 18th June 2026, the Company allotted
7,23,642 equity shares of face value of INR 2 each
to the Trust pursuant to the Scheme. Consequent
to the said allotment, the paid-up equity share
capital of the Company increased to INR
1,41,37,48,672, comprising 70,68,74,336 equity
shares of face value of INR 2 each, and remained
unchanged up to the date of this Report.

12. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

During the year under review, the Business
Responsibility and Sustainability Report under
the SEBI Listing Regulations is applicable to the
Company and is enclosed as
Annexure B.

13. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

As required by Regulation 34 (2) of the SEBI 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
SEBI 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 SEBI Listing Regulations.

Mr. Manoj Kumar Upadhyay is the Chairman &
Managing Director of the Company and as of
31st March 2026 and as on the date of this report,
the Board of Directors of the Company had 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 2026

• 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

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 were the changes in Directors of
the Company:

• Mr. Sanjay Dhawan (DIN: 01275608), who
was appointed as an independent director
of the Company, for a term of five years
commencing from 29th June 2024, not liable
to retire by rotation, resigned from the position
of Independent Director w.e.f. close of business
hours on 30th May 2025 due to pre-occupation
and other personal commitments. The Board
places on record its sincere appreciation and
gratitude for his invaluable contributions.

• Pursuant to the performance review and
based on the recommendation of Nomination
and Remuneration Committee, the Board of
Directors at their meeting held on 27th August
2025, had approved and recommended to
the Members, 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 09th
April 2026 till 08th April 2027, liable to retire by
rotation. His appointment was subsequently
approved by the members in its 10th AGM held
on 29th September 2025.

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, are as follows:

• Mr. Manoj Kumar Upadhyay, Chairman and
Managing Director

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

• Mr. Rajesh Sodhi, Company Secretary and
Compliance Officer

• Mr. Arun Chopra, Chief Financial Officer

During the year under review, Mr. Purushottam
Kejriwal, who had been designated as the
Chief Financial Officer and appointed as a Key

Managerial Personnel ("KMP") under Section
203 of the Act with effect from 22nd June 2024,
ceased to be the Chief Financial Officer and KMP
of the Company with effect from 20th May 2025.
Thereafter, Mr. Purushottam Kejriwal transitioned
from his role as a KMP under Section 203 of the
Act and continued to play an active role in the
Company's leadership, contributing his extensive
institutional knowledge and experience to the
Company's financial and strategic initiatives.

Based on the recommendations of the
Nomination and Remuneration Committee and
the Audit Committee, the Board of Directors
appointed Mr. Rajat Kumar Singh as the Group
Chief Financial Officer, designated as the Key
Managerial Personnel under Section 203 of the
Act and the Senior Management Personnel
under the SEBI Listing Regulations with effect from
20th May 2025.

Subsequently, Mr. Rajat Kumar Singh tendered
his resignation from the position of Group
Chief Financial Officer vide his letter dated 28th
February 2026 due to personal reasons. He was
relieved from the services of the Company with
effect from 8th May 2026 and, consequently,
ceased to be the Key Managerial Personnel and
Senior Management Personnel of the Company.

Thereafter, based on the recommendations of
the Nomination and Remuneration Committee
and the Audit Committee, the Board of Directors
appointed Mr. Arun Chopra as the Chief Financial
Officer, designated as the Key Managerial
Personnel under Section 203 of the Act and the
Senior Management Personnel under the SEBI
Listing Regulations, with effect from 8th May 2026.

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. Nikhil Dhingra, Whole Time Director and Chief
Executive Officer of the Company, is due to
retire by rotation in the ensuing Annual General
Meeting. Mr. Nikhil Dhingra, being eligible, has
offered himself for reappointment. Pursuant to
the recommendation of the Nomination and
Remuneration Committee, the Board of Directors
recommends his reappointment, acknowledging
his invaluable contributions to the Board of
Directors and the Company.

The particulars in respect of director(s) seeking
re-appointment as required under Regulation
36(3) of SEBI Listing Regulations and Secretarial
Standard on General Meetings (SS-2) issued
by the Institute of Company Secretaries of
India forms part of the explanatory statement
pursuant to Section 102 of the Act forming part of
the AGM Notice.

d) Declaration by independent director

In terms with Section 149(7) of the Act read with
Regulation 25(8) of the SEBI 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 SEBI
Listing Regulations.

All the Independent Directors have declared
that they meet the criteria of independence as
laid down under the Act/SEBI Listing Regulations
and have also complied with the Code for
Independent Directors as per Schedule IV of
the Act. All the Independent Directors have also
given declaration of compliance with Rule 6 of
the Companies (Appointment and Qualification
of Directors) Rules, 2014 as amended from time
to time. 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 continuing as directors, in accordance with
Section 164 of the Act. The remuneration paid/
to be paid to the Executive and Non-Executive
Independent directors is detailed out in Clause 5,
Remuneration of Directors in the Corporate
governance report forming part of this report.

e) Formal Annual Evaluation

Pursuant to the provisions of the Act and the
SEBI 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 2026, the evaluation
process was undertaken in accordance with
the abovementioned framework and applicable
laws. Details on the same forms part of the

Corporate Governance Report which forms part
of this Annual Report.

f) Separate meeting of the Independent Directors

During the year under review, pursuant to
the provisions of Schedule IV of the Act and
Regulation 25 of the SEBI Listing Regulations, a
separate meeting of the Independent Directors
of the Company was held on 28th March
2026. 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, 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
Annual Report.

The Nomination & Remuneration Policy of the
Company is available on the website of the
Company at 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 their compliance of the same. A copy
of the Code of Conduct for Directors and Senior
Management is available on the website of the
Company 0 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

In 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
31st March 2026, has been placed on the website
of the Company c? www.acmesolar.in under
the Investor Corner section at 0 https://www.
acmesolar.in/annual-returns#AnnualReturns.

19. AUDITORS AND REPORTSa) STATUTORY AUDITORS AND THEIR REPORT

In terms of provisions of Section 139 of the Act, the
shareholders of the Company at their 6th Annual
General Meeting ("AGM") held on 29th November
2021 approved re-appointment of 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 11th Consecutive
AGM to be held in the year 2026. Accordingly, the
tenure will come to an end after the conclusion of
the ensuing AGM.

Further, in compliance with Sections 139, 141, 142, of
the Act read with Companies (Audit and Auditors)
Rules, 2014, the Board, on the recommendation of
the Audit Committee, has recommended for the
approval of the Members the appointment of
M/s BSR & Co. LLP, Chartered Accountants (Firm
Registration No. 101248W/W-100022) for a term of
5 (five) consecutive years from the conclusion of
11th AGM to the conclusion of 16th AGM. Accordingly,
details proposing appointment of M/s BSR & Co.
LLP, Chartered Accountants as the Joint Statutory
Auditors of the Company forms part of the Notice
of ensuing 11th AGM of the Company.

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 financial year 2025-26
does not have any qualification, reservation or
adverse remarks.

In terms of the provisions of Section 139 of the
Act, the shareholders of the Company at their
10th AGM held on 29th September 2025 approved
the appointment of M/s A Prasad & Associates,
Chartered Accountants, (Firm Registration No.:
004250C) to hold the office as Joint Statutory

Auditors for a term of 5 (five) consecutive years
from the conclusion of the 10th AGM until the
conclusion of the 15th AGM of the Company to be
held in the year 2030.

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 AUDITORS

During the year under review, in terms 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
(Firm Registration No. 032383N), as Internal Auditor
of the Company for the financial year 2025-26 in
its meeting held on 31st March 2025.

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

The members of the Company in its 10th AGM
held on 29th September 2025 appointed M/s
DMK Associates, Peer reviewed firm of Practicing
Company Secretaries (Firm Registration No.
P2006DE00310, Peer Review No. 6896/2025), as the
Secretarial Auditor of the Company to carry out
Secretarial Audit for a term of 5 (five) consecutive
years commencing from financial year 2025-26
to financial year 2029-30, at such remuneration
as may be mutually agreed between the Board
of Directors (including its committees thereof)
and the Secretarial Auditor.

The Secretarial Audit report for FY 2025-26 is
annexed at
Annexure-C. The said report does
not contain any qualification, reservation,
adverse remark or disclaimer. However, there
was a procedural non-compliance in relation to
the grant of options under the ACME Employee
Stock Option Plan 2024 ("ESOP Scheme") before
obtaining in-principle approval under the SEBI
SBEB Regulations and passing a separate
shareholders' resolution for the grant of options to
employees of subsidiary and holding companies,

while ratifying the Scheme. While granting
in-principle approval, the Stock Exchange(s)
advised the Company to exercise due diligence
and the Company is ensuring compliance with
the applicable provisions.

The aforesaid non-compliances were inadvertent
technical lapses, without any prejudice to the
investors or employees. The Company ensured
that no equity shares (pursuant to exercise
of the options) were allotted to any eligible
employees prior to receipt of the in-principle
approval. Accordingly, the Company applied
for and successfully obtained the in-principle
approval before any such allotment. Further,
the shareholders of the Company approved the
grant of options to employees of the subsidiary
and holding companies of the Company by way
of a separate shareholder resolution dated 12th
June 2026. The Company ensured that no equity
shares (pursuant to exercise of the options) were
allotted to any eligible employees of the subsidiary
and holding companies of the Company prior to
passing of the abovementioned resolution.

I n terms of Regulation 24(A)(1) of the SEBI Listing
Regulations, the 'material subsidiaries' of the
Company are required to undertake secretarial
audit. For the year under review, the Company
had 3 (three) material unlisted subsidiaries viz.
ACME Solar Energy Private Limited, ACME Heergarh
Powertech Private Limited and ACME Aklera Power
Technology Private Limited, which qualified as
'material subsidiaries' of the Company pursuant
to the Regulation 16(1) (c) of the SEBI Listing
Regulations. Accordingly, the Secretarial Audit
Report of (a) ACME Solar Energy Private Limited
for FY 2025-26 issued by M/s Katira & Associates,
Company Secretaries, (b) ACME Heergarh
Powertech Private Limited for FY 2025-26 issued
by M/s Ankit Tiwari & Co., Company Secretaries
and (c) ACME Aklera Power Technology Private
Limited for FY 2025-26 issued by M/s Ankit Tiwari
& Co., Company Secretaries are annexed as
Annexure-C1, C2 and C3 respectively. The said
reports are self-explanatory and do not contain
any qualification, reservation, adverse remark
or disclaimer.

20. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 7 (seven) 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 SEBI Listing Regulations. The details of
all Board of Directors/Committee meetings are
mentioned in the Corporate Governance Report,
which forms part of the Annual 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 Annual 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 SEBI
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 and Sustainability 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 SEBI 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
evaluating the risk management plans and

systems so that management controls risk
through a properly defined network.

The Company sees risk management as a core
business discipline, vital for achieving its 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 capitalize 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 the
Company's business resilience and fortified
its capabilities to maximize stakeholder
value creation.

Key risks of the Company and its response
strategies are set out in the Management
Discussion and Analysis section, which forms
part of this Annual Report.

The Risk Assessment and Management Policy
may be accessed on the Company's website at
fS 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 year under review, the Company has
complied with the provisions of the Secretarial
Standards on Meetings of the Board of Directors
(SS-1) and the Secretarial Standard on General
Meetings (SS-2) 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. in the preparation of the annual accounts for
the FY 2025-26, 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 judgments 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 31st March 2026 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
its CSR vision, statement and objectives for
enhancing value creation in the society and
in the community in which it operates, so as to
promote sustained growth for the society and
the community, with environmental concern.
The CSR Policy lays down the framework
for undertaking CSR activities to integrate

economic, environmental and social objectives
with the Company's operations and growth for
common good and to make visible and tangible
contribution to communities and environment.
The CSR Policy of the Company is available on the
website of the Company at:

https://www.acmesolar.in/assets/pdf/Policies/

ACMESolarHoldings_CSR_Policy.pdf

In line with the Company's CSR Policy and strategy,
during the financial year 2025-26, the Company
spent INR 55.00 lakh towards its Corporate Social
Responsibility ("
CSR") initiative for the promotion
of higher education and skill development under
Schedule VII of the Act. The contribution was
made to RNB Global University, Bikaner, Rajasthan,
to ensure continuity of high-impact academic
and community engagement programs that
directly support rural transformation. The entire
CSR contribution was fully utilised during the year
for the intended purpose. The detailed annexure
is enclosed as
Annexure D.

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 2026. 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 2026.

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 (see Note no. 6 &
15) 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 prior approval
in accordance with the SEBI Listing Regulations.

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 SEBI 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 SEBI Listing Regulations. The same
is available on the website of the Company
at c? https://www.acmesolar.in/assets/pdf/
Policies/ACMESolarHoldings_%20Related_Party_
Transactions_Policy.pdf

During the year, your Company has not entered
into any contracts, arrangements or transactions
that fall under the scope of Section 188 (1) of the
Act. Accordingly, the prescribed Form AOC-2 is
not applicable to your Company for FY 2026.

During the year under review, the Company
has entered into various material related party
transactions duly approved by the shareholders
of the Company. All the related party transactions
are in compliance with the provisions of the SEBI
Listing Regulations as applicable during the
financial year ended 31st March 2026.

Further, the disclosures on related party
transactions as required under IND AS-24
and Schedule V of the SEBI 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 2026.
Members seeking further details may refer the
notes (Note no. 38) accompanying the Standalone
Financial Statements of the Company for FY 2026.

Pursuant to the provisions of Regulation 23(9)
of the SEBI Listing Regulations, for the FY 2026,
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.

In terms of the provisions the POSH Act and rules
made thereunder, the Company constituted an

Internal Committee to redress the complaints
received regarding sexual harassment.During
FY2026, the number of complaints of sexual
harassment received was Nil, the number of
complaints disposed of during the year was Nil
and the number of cases pending for more than
ninety days was Nil.

33. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A) Conservation of energy(i) Steps taken or impact on conservation ofenergy

1. I mplemented advanced power quality
improvement systems, including Static
Var Generators (SVGs) for dynamic
reactive power compensation and
Harmonic Filters (hf) for harmonic
mitigation across its Solar and BESS
plants. These systems improve power
factor, maintain voltage stability,
reduce transformer and cable losses,
minimize harmonic-induced heating,
enhance equipment efficiency, and
optimize auxiliary power consumption,
thereby contributing to overall energy
conservation and reliable grid operation.

2. Adopted energy-efficient HVAC systems
with optimized temperature and
humidity control across substation
control rooms. By maintaining the
required environmental conditions
through intelligent cooling control rather
than continuous full-capacity operation,
the initiative reduces auxiliary energy
consumption, improves equipment
efficiency, enhances asset reliability, and
extends the operational life of critical
protection and automation systems.

3. Deployed mechanised and dry robotic
module-cleaning systems at identified
utility-scale solar projects, including
across approximately 2.9 GWp of the
Rajasthan solar portfolio. These systems
reduce reliance on water-based
cleaning, shorten cleaning cycles and
support consistent module performance
by mitigating soiling losses.

4. Deployed liquid-cooled Battery Energy
Storage Systems (BESS), utilizing high-
efficiency chiller units for precise thermal
management. The liquid cooling system
maintains uniform cell temperatures,
reduces the energy required for cooling

compared to conventional air-cooled
systems, improves battery performance
and lifecycle, and contributes to lower
auxiliary energy consumption and
higher overall system efficiency.

5. Implemented intelligent automation
for auxiliary equipment through timer-
based scheduling and temperature-
driven controls, including automatic
operation of plant lighting and WTI-
based transformer cooling fans. These
measures ensure that auxiliary systems
operate only when required, reducing
unnecessary energy consumption,
optimizing auxiliary power usage, and
improving overall operational efficiency.

6. Deployed autonomous battery-
operated robotic grass mowers for
vegetation management has reduced
dependence on conventional fuel-
operated equipment, lowered energy
consumption and emissions associated
with grass-cutting activities, and
ensured consistent vegetation control to
support efficient solar plant operation.

7. Replaced conventional lighting with
energy-efficient LED lighting across
the boundary areas of its utility-scale
solar power plants. This initiative has
significantly reduced auxiliary power
consumption during night-time
operations while maintaining adequate
site illumination and safety.

8. Adopted naturally cooled outdoor
solar inverters, eliminating the need for
forced ventilation and air-conditioning
systems. This has reduced auxiliary
energy consumption by approximately
3-4% compared to conventional actively
cooled inverter installations.

9. Implemented temperature-sensing
PCB-based intelligent cooling
systems within electrical equipment,
enabling ventilation fans to operate
only when required. This demand-
based cooling approach prevents
unnecessary continuous fan operation,
thereby reducing auxiliary power
consumption and improving equipment
operating efficiency.

(ii) Steps taken for utilizing alternate sources

of energy

1. Deployed autonomous dry robotic
module-cleaning systems, powered

through integrated self-charging solar
panels, at identified solar projects.
These systems operate without external
grid electricity for their routine cleaning
operations and reduce reliance on
water-based module cleaning. Based
on the number of systems deployed
and their expected operating profile,
the Company estimates that the
use of integrated solar charging
avoids approximately 5,214 kWh of
grid electricity consumption per day,
equivalent to approximately 1.9 GWh
annually. This estimate is based on
an average avoided grid electricity
consumption of approximately 500 Wh
per robot per operating day.

2. Dry robotic module cleaning has been
implemented across 2.9 GWp Rajasthan
solar portfolio, eliminating the need for
water-based cleaning.

3. Introduced electric vehicles for selected
inspection, patrolling and maintenance
a ctivities at certa in sola r a nd BESS
facilities. Their use for these activities
has reduced reliance on conventional
petrol- and diesel-powered vehicles and
the associated fossil-fuel consumption
and emissions.

(iii) Capital investment on energy

conservation equipments

NIL

B) technology absorption

(i) The efforts made towards technology

absorption

1. Sanch AI - Al-Powered Operations
Intelligence

Deployed Sanch AI, a third-party AI-powered
Operations Intelligence platform, to enhance
digitalization of renewable energy operations
through AI-assisted operational insights,
performance assessment, automated data
retrieval, and intelligent decision support.

2. Fibre Optic Intrusion Detection System
(FOIDS)

Implemented a Fibre Optic Intrusion
Detection System (FOIDS) on a pilot basis
for continuous perimeter monitoring,
real-time intrusion detection, and
automated security alerts to strengthen
security across utility-scale renewable
energy assets.

• Automated identification of

unauthorized activities.

• Faster incident detection and response.

• Reduced dependence on
manual surveillance.

• Enhanced security and operational reliability.

4. Renew Analytics Digital Performance

Platform

• Centralized monitoring of
operational performance.

• Improved asset benchmarking and
performance analytics.

• Faster preparation of management reports.

• Better data-driven operational decision¬
making.

• Improved reliability and operational
excellence across the renewable portfolio.

(iii) In case of imported technology

Not Applicable

(iv) Expenditure incurred on Research and

Development

Nil

C) Foreign exchange earnings and outgo

During the year under review, the details of foreign

exchange earnings and outflows are as follows:

Particulars

Financial Year
2025-26

Financial Year
2024-25

Foreign Exchange

Nil

Nil

Earnings

Foreign Exchange

16,492.90

865.30

Outflow


3. AI-Enabled Smart CCTV Surveillance

Implemented Al-enabled Smart CCTV
Surveillance incorporating intelligent
video analytics for automated
monitoring of operational sites, enabling
detection, classification, and tracking of
security events in real time.

4. Renew Analytics Digital Performance
Platform

Implemented the Renew Analytics
Digital Performance Platform to enable
centralized monitoring of operational
KPIs, asset benchmarking, performance
analytics, and portfolio-wide digital
reporting for solar power plants.

(ii) The benefits derived like product

improvement, cost reduction, product
development or import substitution

1. Sanch AI - Al-Powered Operations
Intelligence

• Reduced manual effort in data analysis
and report preparation.

• Improved operational efficiency through
Al-assisted decision-making.

• Faster retrieval of operational information
and performance insights.

• Improved productivity and quicker
management decision-making.

• Enhanced digitalization of
operational processes.

2. Fibre Optic Intrusion Detection System
(FOIDS)

• Improved perimeter security through
continuous monitoring.

• Early detection of unauthorized access.

• Reduced dependence on manual patrolling.

• Improved response time to security incidents.

• Demonstrated the feasibility of AI-
enabled physical security for utility-
scale renewable assets.

3. AI-Enabled Smart CCTV Surveillance

• Improved surveillance accuracy.

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 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 27th June 2024, 08th October
2024, 17th October 2024 and 21st 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 programs
such as the ESOP Scheme.

During the period from the end of the financial
year and till the date of this report, the ESOP
Scheme has been reviewed to align it with the
governance and regulatory framework applicable
to listed companies. As part of this review, certain
provisions primarily relevant to the period when
the Company was an unlisted entity were
identified for deletion or modification. Accordingly,
the Board of Directors, at its meeting held on
07th May 2026, based on the recommendation of
the Nomination and Remuneration Committee
approved certain amendments to the ESOP
Scheme, to inter alia: (a) delete provisions that
were applicable only to the pre-listing phase
of the Company; (b) remove references and
procedural provisions which are no longer
relevant after listing; and (c) incorporate certain
administrative clarifications to facilitate efficient
implementation and administration of the ESOP
Scheme in a listed company environment.

Further, in order to align the interests of
employees with those of the Company and its
subsidiary(ies) and/or holding company(ies), and
to attract, retain and incentivize talent across the
group and to create a sense of ownership and
participation amongst them, the benefits of the
ESOP Scheme were proposed to be extended to
eligible employees of the subsidiary(ies) and/or
holding company(ies) of the Company by way of
a separate shareholders' resolution.

Subsequently, the members of the Company
approved (a) the above-mentioned amendments
to the ESOP Scheme and (b) grant of options to
the eligible employees of the subsidiary(ies)

and/or holding company(ies) of the Company
under the ESOP Scheme, through postal ballot on
12th June 2026.

During the FY 2026, Company has granted 3,911,414
stock options under the ESOP Scheme. A detailed
report with respect to options exercised, vested,
lapsed, exercise price, vesting period is annexed
as
Annexure E 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 Company
formed an irrevocable trust under the name
and style of "ACME Employees Welfare Trust"
for the purpose of administration of the ESOP
Scheme. The ESOP Scheme is 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 ensuing
11th AGM.

Further, the details specified under Regulation 14
of the SEBI SBEB Regulations, are available on the
Company's website at https://www.acmesolar.
in/shareholders-information

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 F
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 cs.acme@acme.in.

37. CREDIT RATING

During the FY 2026, CRISIL has upgraded the
credit rating as
Crisil AA-/Stable for bank loan
facilities of INR 1,500 Crores and ICRA has assigned
[ICRA]AA- (Stable) for bank loan facilities of INR
2,500 Crores:

Total Bank

Loan Facilities
Rated

Crisil Ratings
Limited

ICRA Limited

Facilities

INR 1,500 Crore a)
(Enhanced
from INR 1000

INR 1850 Crore
(Enhanced from
INR 1500 Crore-

Crore)

Non-Fund based-
Others)

b)

INR 650 crore

(Non-Fund based-
Unallocated)

Credit Rating

Crisil AA-/

Stable

(Reaffirmed)

a)

[ICRA]AA- (Stable);
reaffirmed/
assigned for
enhanced amount

b)

[ICRA]AA- (Stable);
assigned

Date on which

28th January

31st March 2026

credit rating
was obtained

2026

Revisions in

Crisil AA-/

NA

the credit
rating during
the Financial

Stable
(Upgraded
from 'Crisil A /

year

Positive')

Reasons

NA

NA

provided by
the rating
agency for
a downward

revision, if any

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;

• 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
dividend amount and shares to Investor
Education and Protection Fund (IEPF); However,
following is the amount of unpaid/unclaimed
dividend lying in the unpaid account:-

Year Type

Due date
of transfer
to IEPF

Amount as
on 31st March
2026 (INR)

FY 2025-26 Interim

25th May

22,040.40

Dividend
declared
on 25th April
2025

2032

Interim

25th

28,183.80

Dividend

February

declared

on 29th

January

2026

2033

• 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 and provisions
of the Code on Social Security, 2020 pertaining
to maternity benefits (as applicable).

AWARDS & ACCOLADES

During the year under review, the Company and its
subsidiaries have been conferred with the awards
and accolades:

• ACME Raisar Solar Energy Private Limited (300 MW)
and ACME Heergarh Powertech Private Limited
(300 MW) received the Silver Award under the
Large Scale-Manufacturing Category at the 12th
CII Northern Region Environment, Health & Safety
(EHS) Award.

• Niranjana Solar Energy Private Limited received the
Silver Award for the Industrial Safety Leadership
Award (Category - Power & Energy) at the CII Andhra
Pradesh Industrial Safety Excellence Awards.

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: 01st September 2026 Chairman & Managing Director