ACME Solar Holdings Ltd

The Members,

ACME Solar Holdings Private Limited (previously ‘ACME Solar Holdings Limited')

Your Directors have pleasure in presenting their 7^th Annual Report on Company's business and operations along with the audited financial statements for the financial year ended March 31,2022.

In compliance with provisions of Companies Act, 2013 (“Act”), the Company has prepared its Standalone and Consolidated Financial Statements as per the Indian Accounting Standard (“IndAS”) for the financial year 2021-22. The highlights of the Company's financials are as follows:

The Company develops, builds, owns, operates and maintains utility scale grid connected solar power projects (through our Group EPC and O&M operations). The Company through its subsidiaries generates revenue by sale of electricity to central and state government entities and government-backed corporations as well as EPC of solar projects.

As at the end of year, the Company is having operational Solar capacity of 1,159 MW ac and an under-construction Solar capacity of 1,750 MW ac solar power projects and company has sold its Solar operational assets of 510 MW ac during the financial year 2021 -22.

The Company has signed power purchase agreement for 300 MWac with MSEDCL(Rajasthan) on 4^th April, 2022 solar projects. Also, the company has commissioned 300 MWac project in Rajasthan.

COVID UPDATE AND ITS IMPACT TO OPERATION

These are unprecedented times, as the country and entire world struggles to contain and combat the COVID-19 pandemic. Amidst such rampant uncertainties, your Company is abiding with every safety norms and consistently communicating the same to our employees and customers,, We stand in solidarity with the Government of India and all our citizens and our efforts towards the betterment of one and will continue, unabated. The solar power plants continue to operate during the period and as such there is no major impact on the development of solar projects.

HOLDINGS, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES' REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDARIES COMPANIES

SUBSIDARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

As on March 31, 2022 Company has 55 subsidiaries and pursuance to provisions of section 129 (3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts), Rule, 2014, a statement containing the salient features of the financial statements of subsidiaries/ associates/ joint ventures forming part of Annual Report in Form AOC-1 is enclosed as Annexure ‘A'.

Below mentioned thirteen companies ceased to be subsidiaries of the Company during reporting financial year 2021-22 on account divestment of entire stake:

Further, the Company has 49% divested of its subsidiary, ReNew Solar Photovoltaic Private Limited (formerly known as ACME Photovoltaic Solar Private Limited) who formed as a special purpose vehicle to undertake the 375 MW (AC) grid-connected solar PV power project awarded pursuant to SECI's Rajasthan (Tranche-IV) tariff-based competitive bidding procesis on the basis of the letter of award dated February 15, 2022 granted by Solar Energy Corporation of India Limited (SECI) during reporting financial year 2021-22.

Further, the United Nations Office for Project Services, a subsidiary organ of the United Nations Organisation, and DSDG Holding ApS, a private liability company promoted by the Danish Sustainable Development Goals Investment Fund, Denmark (collectively the “Investors”) has subscribed equity shares and compulsory convertible debentures aggregating to 49% of the total capital (on a fully diluted basis) of ACME Aklera Power Technology Private Limited (“Project Company”), a subsidiary of the Company, developing 300 MWac solar power project in the state of Rajasthan.

Further, below mentioned four companies incorporated and became subsidiaries of the Company after the closure of financial year 2021 -22.

1. ACME Clean Energy Private Limited

2. ACME Renewable Resources Private Limited

3. ACME Solartech Private Limited

4. ACME Surya Energy Private Limited

HOLDING COMPANY

ACME Cleantech Solutions Private Limited having registered office at Plot No. 152, Sector 44 Gurugram 122002, Haryana continues to be immediate holding company.

MKU Holdings Private Limited having registered office at Plot No. 152, Sector 44 Gurugram 122002, Haryana continues to be ultimate holding company.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In respect of subsidiaries, the Company has prepared consolidated financial statements in accordance with the section 129 (3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts), Rule, 2014. The same is provided in the Annual Report.

REGISTRAR AND SHARE TRANSFER AGENT (“RTA”)

The Company has its. Registrar and Share Transfer Agent (“RTA”) i.e. Beetal Financial and Computer Services Private Limited.

DIVIDEND

In order to conserve the resources, the Board has not recommended any dividend for the financial year ended March 31, 2022.

TRANSFER TO RESERVES

The Company is statutorily not required to transfer any amounts to the Reserves during the year under review except Debenture Redemption Reserve (DRR) has been created and Amount to Rs. 75 millions balance at the end of year of DRR.

SHARE CAPITAL

During the period under review, there is no change in authorised share capital, paid-up share capital, reclassification or subdivision of authorised share capital or any kind of change in authorised capital, paid up capital and voting rights.

The Paid-up capital of the company as on March 31, 2022 was Rs. 104,44,15,820/-. DEBENTURES

During the reporting year 2021-22, the Company has fully redeemed 1200 Secured, Redeemable, Non-Convertible Debentures (NCDs) of face value of Rs. 1,00,00,000/- aggregating to Rs. 1200 Crore; 410 Secured, Redeemable, Non-Convertible Debentures (NCDs) of face value of Rs. 1,00,00,000/- aggregating to Rs. 410 Crore on November 18,

2021 and Debenture Trustee, Axis Trustee Services Limited has issued No-objection letter dated December 3, 2021 confirming redemption of Debentures.

The Company has issued and allotted 50 (Fifty) Secured, Redeemable, Non-Convertible Debentures (NCDs) of face value of Rs. 1,00,00,000/- each on 27/04/2021 and 334 (Three Hundred Thirty-Four) Secured, Redeemable, Non-Con'C-dble Debentures (NCDs) of face value of Rs. 1,00,00,000/- each on 16/06/2021; Thereafter, the Company has fully redeemed the said 50 Secured, Redeemable, Non-Convertible Debentures (NCDs) of face value of Rs.

1.00. 00.000/- and 334 Secured, Redeemable, Non-Convertible Debentures (NCDs) of face value of Rs. 1,00,00,000/- on March 21, 2022.

The Company has further issued 750 Secured Redeemable Non-Convertible Debenture (“NCD”) of face value of Rs. 10,00,000 (Rupees Ten Lakhs only) each, aggregating to Rs.

75.00. 00.000 (Rupees Seventy Five crore only) on private placement basis on March 21,

The Company has 65,00,000 Compulsory Convertible Debenture (CCDs) of Rs. 1,000 (One thousand) aggregating to Rs. 650,00,00,000 (Rupees Six hundred fifty crore only) as on March 31, 2022.

During the year under review, the Company has formed Restricted Group comprising of twelve subsidiaries i.e. ACME Solar Technologies (Gujarat) Private Limited, ACME Rewa Solar Power Private Limited, ACME Jodhpur Solar Power Private Limited, ACME Mahbubnagar Solar Energy Private Limited, ACME Magadh Solar Power Private Limited, ACME Nalanda Solar Power Private Limited, ACME Solar Energy (Madhya Pradesh) Private Limited, ACME Odisha Solar Power Private Limited, ACME PV Powertech Private Limited, ACME Raipur Solar Power Private Limited, Nirosha Power Private Limited and ACME Yamunanagar Solar Power Private Limited (collectively referred to as the “RG Entities”), issued and allotted rupee-denominated, secured, unlisted, redeemable, non- convertible debentures collectively aggregating to INR 2485,52,47,939/- (collectively referred to as the “RG Entities Debentures”).

• Mr. Manoj Kumar Upadhyay, Managing Director

• Mr. Shashi Shekhar, Whole Time Director

• Mr. Venkatraman Krishnan, Non-Executive Director

• Mr. Atul Sabharwal, Non-Executive Director

Mr. Manoj Kumar Upadhyay (DIN: 01282332) had been re-appointed as Chairman and Managing Director of the Company in the Board Meeting held on September 26, 2019 for a further period of 3 (three) years with effect from December 1, 2019 and shareholders approved the same in the Annual General Meeting held on September 30, 2019. Now, The Board has re-appointed Mr. Manoj Kumar Upadhyay as Chairman and Managing Director in the Board Meeting held on September 29, 2022 for a further period of 5 (five) years with effect from December 1, 2022.

Mr. Shashi Shekhar, Whole Time Director had been re-appointed as Whole Time Director of the Company in the Board Meeting held on January 11, 2021 for a further period of 5 (five) years with effect from April 9, 2021.

Mr. Neeraj Gupta continues to be Chief Financial Officer and Mr. Rajat Seksaria as Chief Executive Officer of the Company.

None of the Directors of the Company are disqualified under section 164 (2) of the Companies Act, 2013.

As per the Sub section 1 of section 203 of the Companies Act, 2013 read with rule 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 composition of Key Managerial Personnel is as under:-

• Mr. Manoj Kumar Upadhyay, Managing Director

• Mr. Rajesh Sodhi, Company Secretary

As per Section 134(3) (p) of provisions of the Companies Act, 2013, performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committee(s) of the Board, is not applicable to the company.

The policy for selection and appointment of Directors, KMP and senior management employees and the remuneration was in place, which has formulated criteria for determining qualifications, positive attributes and independence of a Director. However, after the conversion of status to a private limited company, there is no mandatory requirement to continue, comply with the policy under the provisions of the Companies Act, 2013 and as such the policy was cancelled in the Board Meeting held on July 15, 2020.

STATUTARY AUDITORS AND THEIR REPORT

In term of provisions of Section 139 of Companies Act,2013, the Board of Directors appointed M/s S. Tekriwal & Associates (FRN: 009612N) on June 4, 2015 for a period of one year i.e, till the conclusion of 1st AGM to be held in the year 2016. Thereafter, the shareholders of the Company at their 1^st Annual General Meeting held on December 16, 2016 approved appointment of M/s S. Tekriwal & Associates (FRN: 009612N) along with M/s Walker Chandiok & Co., LLP (FRN:001076N/N500013), Chartered Accountants as Joint Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 1^st Annual General Meeting, until the conclusion of the 6^th Annual General meeting.

During the reporting year 2021-22, the shareholders of the Company at their 6^th Annual General Meeting held on November 29, 2021 approved re-appointment M/s S. Tekriwal & Associates (FRN: 009612N), Chartered Accountants as Joint Statutory Auditor of your company for a period of four consecutive year i.e. till the conclusion of 10^th Consecutive AGM to be held in the year 2025 and M/s Walker Chandiok & Co., LLP (FRN:001076N/N500013), Chartered Accountants as Joint Statutory Auditor of your company for a period of five consecutive year 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 financial year ended March 31, 2022 does not have any qualification, reservation or adverse remarks.

WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES / DOCUMENTS

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the Annual Return has to be hosted on the website of the company but the Company does not have any such website to host the annual return.

Since the requirement to prepare extracts of Annual Return in Form MGT-9 has been vanished by the Companies (Amendment) Act, 2017, hence, the company is no longer required to annex extracts of Annual Return along with Boards' Report.

However, to the best of compliance in the industry and to provide a fair and best insight of the company structure, the company has prepared and attached extracts of Annual Return in Form MGT-9 which forms part of this report and marked as Annexure ‘B'

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audits) Rules, 2014, were not applicable on the Company for year 2021-22.

INTERNAL AUDITOR

The Board of Directors of the Company had appointed Mr. Ashish Kumar as Internal Auditor of the Company to conduct the Internal Audit for the financial year onward 2020-21 unless or until revoked earlier by the Board or he resigns as such. Now, Mr. Ashish Kumar has left the organisation and ceased to be internal auditor. The Board of Directors of the Company had

appointed Mr. Deepak Sharma as Internal Auditor of the Company to conduct the Internal Audit, for the financial year onward 2022-23 unless or until revoked earlier by the Board or he resigns as such, for ensuring the orderly and efficient conduct of its business under the provisions of Companies Act, 2013 and rules made thereunder.

The scope, functioning, periodicity and methodology for conducting internal audit were approved by the board of directors.

The report of the Internal Auditor has considered by the Board of Directors of the Company for the financial year 2021 -22.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, 5 (five) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

SECRETARIAL STANDARDS

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

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Board of Directors had appointed. M/s Katira and Associates, Company Secretaries as Secretarial Auditor to conduct the Secretarial Auditor for the Financial Year 2021-22. The Secretarial Auditor Report of M/s Katira and Associates, Company Secretaries, in Form MR-3, for the financial year ended 31^st March, 2022 is enclosed as Annexure ‘C\

There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company.

RISK MANAGEMENT

The Board of Directors of the Company is responsible for the direction and establishment of internal controls to mitigate material business risks. The Company has formulated and adopted a Risk Management Policy to identify the elements of risk for achieving its business objectives and to provide reasonable assurance that all the material risks will be mitigated.

I

AUDIT COMMITTEE

The Audit Committee requirement in compliance with the requirements of Section 177 and other applicable provisions, if any, of the Companies Act, 2013, were not applicable.

VIGIL MECHANISM

In pursuance to the provisions of section 177 (9) & (10) of the Companies Act, 2013, a vigil mechanism or whistle blower policy for directors and employees to report genuine concerns had been established and implemented.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee requirement in compliance with the requirements of Section 178 and other applicable provisions, if any, of the Companies Act, 2013, were not applicable.

CORPORATE SOCIAL RESPONSIBILITY COMMITEE

Your Directors had constituted Corporate Social Responsibility Committee in compliance with the requirement of Section 135 and other applicable provisions, if any, of the Companies Act 2013 including the rule framed thereunder:

1. Mr. Manoj Kumar Upadhyay -Managing Director (Chairman)

2. Mr Venkatraman Krishnan, Non-Executive Director, (Member); and

3. Mr Atul Sabharwal -Non-executive Director (Member)

The CSR Committee has formulated and recommended to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The Board has approved and adopted the Annual Action Plan for the financial y ear 2021-22 in pursuance to the CSR Policy of the Company as per the Provision of section 135 (5) of the Companies Act, 2013. In terms of the provisions, the Company is not required to spend any amount during the financial year 2021-22 and further, the Company has spend balance amount Rs 10,05,000 from Unspent CSR account, on ongoing CSR project i.e. Rural Education Program in current financial year 2021-22.

The annual report on CSR activities containing details of CSR Policy, composition of the CSR Committee and other prescribed details are given in Annexure -D.

COMPOSITION OF OPERATIONAL COMMITTEE

Your Directors have constituted the Operational Committee in order to delegate certain powers of the Board of directors to this Committee as under:

1. Mr Manoj Kumar Upadhyay, Managing Director (Chairman)

2. Mr Shashi Shekhar, Whole-time Director (Member)

3. Mr Venkatraman Krishnan, Non-Executive Director (Member)

The Company has in place the Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year, no complaint was received under this Policy.

As such there is no significant and material order has been passed by any Regulator/Court/ Tribunals impacting the going concern status and Company's operation in future.

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the of Directors under sub-section 12 of section 143 of the Companies Act, 2013 during the Financial Year.

Your Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the Company considering the essential components by internal control. Your Company has laid down guidelines, policies, procedures and structure for appropriate internal financial controls across the Company.

During the year, the Company did not invite or accept any deposits from the public under section 76 of the Companies Act, 2013.

To the best of our knowledge and belief and according to the information and explanations obtained by us, your directors make the following statements in terms of section 134 (5) of the Companies Act, 2013:

a) in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable Indian accounting standards had been followed along with proper explanation relating to the material departures, if any;

b) the Directors 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

PARICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 OF THE COMPANY ACT, 2013

In pursuant to the provisions of the Section 134 (3) (g) read with Section 186 of the Company Act, 2013 and rules made there under, the relevant details of loans given, investments made, by the Company during the year under review are given in Note 3 (Investments) and Note 31 (Related Parties) of the Standalone Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF COMPANIES ACT, 2013

The particulars of related party transactions are provided in Form AOC-2 is enclosed as Annexure E as required under section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The details are also provided in Note 31 (Related Parties) of the Standalone Financial Statements.

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares during the year under review. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions took place during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

3. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material order was passed by any Regulator / Court / Tribunal which impacts the going concern status of the Company or its future operations.

5. a statement on declaration given by independent Directors under sub-section (6) of section 149-Not Applicable

6. a statement regarding the opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year-Not Applicable

7. There is no such application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

8. The details of the difference between the 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 - Not Applicable

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

The Company is continuously emphasizing on reducing consumption of energy at all levels.

This is not applicable to the Company However, being in the business of generating solar energy, the Company is constantly looking at innovations to increase production efficiency in its business.

During the period under review, the foreign exchange earnings - NIL and Foreign exchange outgo -INR10,20,10,3377-

There were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The provisions of Section 197 of the Companies Act 2013, read along with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support extended by the employees, shareholders, customers, government authorities and bankers, lenders for their continued support and faith reposed in the Company.

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