ACME Solar Holdings Consolidated FY 23 24
ACME Solar Holdings Consolidated FY 23 24
To the Members of ACME Solar Holdings Limited (formerly known as ACME Solar Holdings
Private Limited)
Opinion
1. We have audited the accompanying consolidated financial statements of ACME Solar Holdings Limited
(formerly known as ACME Solar Holdings Private Limited) (‘the Holding Company’) and its subsidiaries
(the Holding Company and its subsidiaries together referred to as ‘the Group’), as listed in Annexure A,
which comprise the Consolidated Balance Sheet as at 31 March 2024, the Consolidated Statement of
Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and
the Consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated
financial statements, including a material accounting policy information and other explanatory
information.
2. In our opinion and to the best of our information and according to the explanations given to us and
based on the consideration of the reports of the other auditors on separate financial statements and on
the other financial information of the subsidiaries, the aforesaid consolidated financial statements give
the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section
133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, and other
accounting principles generally accepted in India of the consolidated state of affairs of the Group, as at
31 March 2024, and their consolidated profit (including other comprehensive income), consolidated
cash flows and the consolidated changes in equity for the year ended on that date.
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the
consolidated financial statements under the provisions of the Act and the rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained together with the audit evidence obtained by the
other auditors in terms of their reports referred to in paragraph 11 of the Other Matters section below,
is sufficient and appropriate to provide a basis for our opinion.
Information other than the Consolidated Financial Statements and Auditor’s Report thereon
4. The Holding Company’s Board of Directors are responsible for the other information. The other
information comprises the information included in the Directors’ report, but does not include the
consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
Walker Chandiok & Co LLP S. Tekriwal & Associates
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with
the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated.
The Directors’ report is not made available to us at the date of this auditor’s report. We have nothing to
report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
5. The accompanying consolidated financial statements have been approved by the Holding Company’s
Board of Directors. The Holding Company’s Board of Directors are responsible for the matters stated
in section 134(5) of the Act with respect to the preparation and presentation of these consolidated
financial statements that give a true and fair view of the consolidated financial position, consolidated
financial performance including other comprehensive income, consolidated changes in equity and
consolidated cash flows of the Group in accordance with the Ind AS specified under section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015, and other accounting
principles generally accepted in India. The respective Board of Directors of the companies included in
the Group are responsible for maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error, which have been used for the purpose of preparation of the consolidated financial statements
by the Board of Directors of the Holding Company, as aforesaid.
6. In preparing the consolidated financial statements, the respective Board of Directors of the companies
included in the Group are responsible for assessing the ability of the Group to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the Board of Directors either intend to liquidate the Group or to cease operations,
or has no realistic alternative but to do so.
7. Those respective Board of Directors and those charged with governance are also responsible for
overseeing the financial reporting process of the companies included in the Group.
8. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with Standards on Auditing will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
9. As part of an audit in accordance with Standards on Auditing specified under section 143(10) of the Act
we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;
Walker Chandiok & Co LLP S. Tekriwal & Associates
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also
responsible for expressing our opinion on whether the Holding Company has adequate internal
financial controls with reference to financial statements in place and the operating effectiveness of
such controls;
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management;
Conclude on the appropriateness of Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the ability of the Group to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern;
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation; and
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group, to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the audit of
financial statements of such entities included in the consolidated financial statements, of which we
are the independent auditors. For the other entities included in the consolidated financial
statements, which have been audited by the other auditors, such other auditors remain responsible
for the direction, supervision and performance of the audits carried out by them. We remain solely
responsible for our audit opinion.
10. We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
Other Matters
11. We did not audit the financial statements of one subsidiary, whose financial statements reflects total
assets of Rs. 2,888.58 million as at 31 March 2024, total revenues of Rs. 546.34 million, and cash inflow
(net) amounting to Rs. 24.05 million for the year then ended on that date, as considered in the
consolidated financial statements. These financial statements have been audited by other auditor
whose report has been furnished to us by the management and our opinion on the consolidated financial
statements in so far as it relates to the amounts and disclosures included in respect of this subsidiary,
and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid
subsidiary, is based solely on the report of other auditor.
The Consolidated financial statements includes total assets of Rs. 86,401.76 million as at 31 March
2024, total revenues of Rs. 6,642.37 million, and cash outflow (net) amounting to Rs. 2,204.91 million
for the year then ended on that date in respect of 26 subsidiaries, whose financial statements have
been solely audited by S. Tekriwal & Associates, Chartered Accountants, one of the joint auditors and
Walker Chandiok & Co LLP’s joint opinion, in so far as it relates to the amounts and disclosures included
in respect of these subsidiaries and our report in terms of sub-section (3) of Section 143 of the Act in
so far as it relates to the aforesaid subsidiaries, is based on the audit reports issued by S. Tekriwal &
Associates, Chartered Accountants, on aforementioned financial statements for the year ended 31
March 2024.
The Consolidated financial statements includes total assets of Rs. 39,561.53 million as at 31 March
2024, total revenues of Rs. 7,552.28 million and cash outflow (net) of Rs. 254.38 million for the year
Walker Chandiok & Co LLP S. Tekriwal & Associates
then ended in respect of 16 subsidiaries, whose financial statements have been audited by Walker
Chandiok & Co LLP, Chartered Accountants, one of the joint auditors of the Group, jointly with the other
auditor, DHANA & Associates, Chartered Accountants, and S. Tekriwal & Associates’s joint opinion, in
so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our
report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid
subsidiaries, is based on the audit reports issued by Walker Chandiok & Co LLP, Chartered
Accountants, jointly with the other auditor on aforementioned financial statements for the year ended
31 March 2024.
Our opinion above on the consolidated financial statements, and our report on other legal and regulatory
requirements below, are not modified in respect of above matters with respect to our reliance on the
work done by and the reports of the other auditors.
12. Based on our audit and on the consideration of the reports of the other auditors, referred to in paragraph
11, on separate financial statements of the subsidiaries, we report that the provisions of section 197
read with Schedule V to the Act are not applicable to the Holding Company and its subsidiaries
incorporated in India whose financial statements have been audited under the Act since none of such
companies is a public company as defined under section 2(71) of the Act as of 31 March 2024.
Accordingly, reporting under section 197(16) is not applicable.
13. As required by clause (xxi) of paragraph 3 of Companies (Auditor’s Report) Order, 2020 (‘the Order’)
issued by the Central Government of India in terms of section 143(11) of the Act based on the
consideration of the Order reports issued by us and by the respective other auditors as mentioned in
paragraph 11 above, of companies included in the consolidated financial statements and covered under
the Act, we report that there are no qualifications or adverse remarks reported in the respective Order
reports of such companies.
14. As required by section 143(3) of the Act, based on our audit and on the consideration of the reports of
the other auditors on separate financial statements and other financial information of the subsidiaries
incorporated in India whose financial statements have been audited under the Act, we report, to the
extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated
financial statements;
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of
those books and the reports of the other auditors, except for the matters stated in paragraph
14(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014
(as amended);
c) The consolidated financial statements dealt with by this report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial
statements;
d) In our opinion, the aforesaid consolidated financial statements comply with Ind AS specified under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015;
e) On the basis of the written representations received from the directors of the Holding Company
and taken on record by the Board of Directors of the Holding Company and the reports of the
statutory auditors of its subsidiary companies covered under the Act, none of the directors of the
Group companies, are disqualified as on 31 March 2024 from being appointed as a director in
terms of section 164(2) of the Act.
f) The qualification relating to the maintenance of accounts and other matters connected therewith
with respect to the consolidated financial statements are as stated in paragraph 14(b) above on
Walker Chandiok & Co LLP S. Tekriwal & Associates
reporting under section 143(3)(b) of the Act and paragraph 14(h)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
g) With respect to the adequacy of the internal financial controls with reference to financial statements
of the Holding Company, and its subsidiary companies covered under the Act, and the operating
effectiveness of such controls, refer to our separate report in ‘Annexure B’ wherein we have
expressed an unmodified opinion; and
h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11
of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best
of our information and according to the explanations given to us and based on the consideration
of the report of the other auditors on separate financial statements and other financial information
of the subsidiaries incorporated in India whose financial statements have been audited under the
Act:
i. The consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group as detailed in Note 47(A) and 47(B) to the
consolidated financial statements;
ii. The Holding Company and its subsidiaries did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses as at 31 March
2024;
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Holding Company, and its subsidiary companies covered under the
Act, during the year ended 31 March 2024; and
iv. a. The respective managements of the Holding Company and its subsidiary companies
incorporated in India whose financial statements have been audited under the Act have
represented to us and the other auditors of such subsidiaries respectively that, to the best of
their knowledge and belief, as disclosed in note 58(g) to the consolidated financial statements,
no funds have been advanced or loaned or invested (either from borrowed funds or securities
premium or any other sources or kind of funds) by the Holding Company or its subsidiary
companies or in any person(s) or entity(ies), including foreign entities (‘the intermediaries’),
with the understanding, whether recorded in writing or otherwise, that the intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Holding Company, or any such subsidiary companies (‘the
Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate
Beneficiaries;
b. The respective managements of the Holding Company and its subsidiary companies,
incorporated in India whose financial statements have been audited under the Act have
represented to us and the other auditors of such subsidiaries respectively that, to the best of
their knowledge and belief, as disclosed in the note 58(h) to the accompanying consolidated
financial statements, no funds have been received by the Holding Company or its subsidiary
companies from any person(s) or entity(ies), including foreign entities (‘the Funding Parties’),
with the understanding, whether recorded in writing or otherwise, that the Holding Company, or
any such subsidiary companies shall, whether directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and
c. Based on such audit procedures performed by us and that performed by the auditors of the
subsidiaries, as considered reasonable and appropriate in the circumstances, nothing has
come to our or other auditors’ notice that has caused us or the other auditors to believe that the
management representations under sub-clauses (a) and (b) above contain any material
misstatement.
Walker Chandiok & Co LLP S. Tekriwal & Associates
v. The Holding Company and its subsidiaries have not declared or paid any dividend during the
year ended 31 March 2024;
vi. Based on our examination which included test checks, the Group, in respect of financial year
commencing on 1 April 2023, has used accounting software for maintaining its books of account
which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software except that, audit trail
feature was not enabled at database level for accounting software SAP HANA to log any direct
data changes, as described in note 57 to the consolidated financial statements. Further, during
the course of our audit we did not come across any instance of audit trail feature being tampered
with in respect of the accounting software where such feature is enabled.
SHISHIR
Digitally signed by SHISHIR KUMAR TEKRIWAL
DN: c=IN, postalCode=110029, st=DELHI,
street=B-4237 SAFADURJUNG ENCLAVE BEHIND
SAFADURJUNG CLUB SAFADURJUNG ENCLAVE
KUMAR
ASSOCIATES, ou=NA,
TEKRIWAL
2.5.4.20=2a089e885a093bcf6e1f58f18518aaf82fea
21:38:52 +05'30' 6c3cff5cc5e72f75ae248c3c2609,
[email protected], cn=SHISHIR
KUMAR TEKRIWAL
Date: 2024.06.22 22:43:40 +05'30'
Annexure A to Independent Auditor’s Report of even date to the members of ACME Solar
Holdings Limited (formerly known as ACME Solar Holdings Private Limited) on the consolidated
financial statements for the year ended 31 March 2024
Annexure B to the Independent Auditor’s Report of even date to the members of ACME Solar Holdings
Limited (formerly known as ACME Solar Holdings Private Limited), on the consolidated financial
statements for the year ended 31 March 2024
Independent Auditor’s Report on the internal financial controls with reference to financial statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)
1. In conjunction with our audit of the consolidated financial statements of ACME Solar Holdings Limited
(formerly known as ACME Solar Holdings Private Limited) (‘the Holding Company’) and its subsidiaries (the
Holding Company and its subsidiaries together referred to as ‘the Group’) as at and for the year ended 31
March 2024, we have audited the internal financial controls with reference to financial statements of the
Holding Company and its subsidiary companies, which are companies covered under the Act, as at that date.
Responsibilities of Management and Those Charged with Governance for Internal Financial Controls
2. The respective Board of Directors of the Holding Company and its subsidiary companies, which are
companies covered under the Act, are responsible for establishing and maintaining internal financial controls
based on the internal financial controls with reference to financial statements criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India
(‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of the
Company’s business, including adherence to the Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility for the Audit of the Internal Financial Controls with Reference to Financial
Statements
3. The audit of internal financial controls with reference to financial statements of 4 subsidiary companies which
are companies covered under the Act, and reporting under Section 143(3)(i) is exempted vide MCA
notification no. G.S.R. 583(E) dated 13 June 2017 read with corrigendum dated 14 July 2017. Consequently,
our responsibility is to express an opinion on the internal financial controls with reference to financial
statements of the Holding Company and its subsidiary companies, as aforesaid, based on our audit. We
conducted our audit in accordance with the Standards on Auditing issued by ICAI prescribed under Section
143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial
statements and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the
Guidance Note’) issued by the ICAI. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls with reference to financial statements were established and maintained and if such
controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls with reference to financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to financial statements includes obtaining an understanding of such internal financial
controls, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend on
the auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained, and the audit evidence obtained by the other auditors
in terms of their report referred to in the Other Matters paragraph below is sufficient and appropriate to provide
a basis for our audit opinion on the internal financial controls with reference to financial statements of the
Holding Company and its subsidiary companies as aforesaid.
6. A company's internal financial controls with reference to financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company's
internal financial controls with reference to financial statements include those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
Walker Chandiok & Co LLP S.Tekriwal & Associates
Annexure B to the Independent Auditor’s Report of even date to the members of ACME Solar Holdings
Limited (formerly known as ACME Solar Holdings Private Limited), on the consolidated financial
statements for the year ended 31 March 2024
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorisations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition
of the company's assets that could have a material effect on the financial statements.
7. Because of the inherent limitations of internal financial controls with reference to financial statements,
including the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls with reference to financial statements to future periods are subject to the risk that the internal financial
controls with reference to financial statements may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion and based on the consideration of the reports of the other auditors on internal financial
controls with reference to financial statements of the subsidiary companies, the Holding Company and its
subsidiary companies, which are companies covered under the Act, have in all material respects, adequate
internal financial controls with reference to financial statements and such controls were operating effectively
as at 31 March 2024, based on the internal financial controls with reference to the financial statements criteria
established by the Holding Company and its subsidiary companies considering the essential components of
internal control stated in the Guidance note issued by the ICAI.
Other Matter
9. We did not audit the internal financial controls with reference to financial statements insofar as it relates to
one subsidiary company, which is a company covered under the Act, whose financial statements reflect total
assets of Rs. 2,888.58 million and net assets of Rs. 930.32 million as at 31 March 2024, total revenues of Rs.
546.34 million and net cash inflows amounting to Rs. 24.05 million for the year ended on that date, as
considered in the consolidated financial statements. The internal financial controls with reference to financial
statements in so far as it relates to such subsidiary company, have been audited by other auditor whose
report has been furnished to us by the management and our report on the adequacy and operating
effectiveness of the internal financial controls with reference to financial statements for the Holding Company
and its subsidiary company, as aforesaid, under Section 143(3)(i) of the Act in so far as it relates to such
subsidiary company is based solely on the report of the auditor of such company.
Internal financial controls with reference to financial statements insofar as it relates to 10 subsidiary
companies, which are companies covered under the Act, whose financial statements reflect total assets of
Rs. 86,401.45 million and net assets of Rs. 15,399.42 million as at 31 March 2024, total revenues of Rs.
6,138.85 million and net cash outflows amounting to Rs. 2,101.69 million for the year ended on that date, as
considered in the consolidated financial statement, have been solely audited by S. Tekriwal & Associates,
Chartered Accountants, one of the joint auditors and Walker Chandiok & Co LLP's joint opinion in so far as it
relates to the adequacy and operating effectiveness of the internal financial controls with reference to financial
statements of aforesaid subsidiaries, under Section 143(3)(i) of the Act is based solely on the audit reports
issued by S. Tekriwal & Associates, Chartered Accountants on aforementioned financial statements for the
year ended 31 March 2024.
Further, internal financial controls with reference to the financial statements insofar as it relates to 14
subsidiary companies, which are companies covered under the Act, whose financial statements reflects total
assets of Rs. 39,561.53 million and net assets of Rs. 7,270.72 million as at 31 March 2024, total revenue of
Rs. 6,593.88 million and net cash outflow amounting to Rs. 194.72 million for the year ended on that date,
have been audited by Walker Chandiok & Co LLP, Chartered Accountants, one of the joint auditors, jointly
with the other auditor, DHANA & Associates, Chartered Accountants and S. Tekriwal & Associates' joint audit
opinion in so far as it relates to the adequacy and operating effectiveness of the internal financial controls
with reference to financial statements of aforesaid subsidiaries, under Section 143(3)(i) of the Act is based
Walker Chandiok & Co LLP S.Tekriwal & Associates
Annexure B to the Independent Auditor’s Report of even date to the members of ACME Solar Holdings
Limited (formerly known as ACME Solar Holdings Private Limited), on the consolidated financial
statements for the year ended 31 March 2024
solely on the audit reports issued by Walker Chandiok & Co LLP, Chartered Accountants, jointly with another
firm of Chartered Accountants on aforementioned financial statements for the year ended 31 March 2024.
Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and on
the reports of the other auditors.
KUMAR
l=NEW DELHI, o=S TEKRIWAL & ASSOCIATES, ou=NA,
ANAMITRA DAS serialNumber=49a235f7d383267ff8135e8daac374812
72f426e2bf066f0a966190ed4820349,
TEKRIWAL
cff5cc5e72f75ae248c3c2609,
21:39:14 +05'30' [email protected], cn=SHISHIR
KUMAR TEKRIWAL
Date: 2024.06.22 22:44:24 +05'30'
For Walker Chandiok & Co LLP For S. Tekriwal & Associates For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants
Firm's Registration No.: 001076N/N500013 Firm Registration No.: 009612N
Anamitra Das Shishir Tekriwal Manoj Kumar Upadhyay Purushottam Kejriwal Nikhil Dhingra Rajesh Sodhi
Partner Partner Chairman and Managing Director Chief Financial Officer Whole Time Director and Company Secretary
Chief Executive Officer
Membership No. 062191 Membership No. 088262 DIN No. 01282332 Membership No. 061668 DIN No. 07835556 Membership No. F3043
Place: Dallas, Texas Place: New Delhi Place: Gurugram Place: Gurugram Place: Paris Place: Gurugram
Date: 22 June 2024 Date: 22 June 2024 Date: 22 June 2024 Date: 22 June 2024 Date: 22 June 2024 Date: 22 June 2024
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
4 Investment Property
Investment Properties
Details of group's investment properties and their carrying amounts are as follows:
In Rs. million unless otherwise stated
Particulars Freehold Land^ Total
Gross block
Balance as at 1 April 2022 - -
Addition during the year - -
Disposal/Adjustment - -
Balance as at 31 March 2023 - -
Addition during the year 14.02 14.02
Disposal/Adjustment - -
Balance as at 31 March 2024 14.02 14.02
Accumulated depreciation
Balance as at 1 April 2022 - -
Depreciation charge - -
Disposals / adjustments - -
Balance as at 31 March 2023 - -
Depreciation charge - -
Disposal/Adjustment - -
Balance as at 31 March 2024 - -
Net block
Balance as at 31 March 2023 - -
Balance as at 31 March 2024 14.02 14.02
^The title deeds of all the freehold land are in the name of the Company.
Fair value
As at As at
Particulars 31 March 2024 31 March 2023
Freehold land 14.02 -
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
In Rs. million unless otherwise stated
As at As at
Particulars
31 March 2024 31 March 2023
11 Deferred tax assets/ liabilities (net)
Deferred tax assets arising on:
Unabsorbed depreciation and business losses 7,462.25 7,937.63
Deferred revenue 470.19 661.63
Minimum alternate tax 101.82 93.04
Expenses allowed on payment basis - 4.89
Employee benefits 249.86 6.68
Compound financial instrument - 176.16
Lease liabilities 998.60 1,207.56
Deferred tax liabilities arising on:
Property, plant and equipment (including right of use assets) (9,472.56) (9,209.97)
Unamortised borrowing cost (1.51) (2.24)
(191.35) 875.38
Disclosure in Consolidated Balance Sheet is based on entity wise recognition, as follows:
Deferred tax assets 1,928.50 2,475.51
Deferred tax liabilities (2,119.85) (1,600.13)
Deferred tax asset (net) (191.35) 875.38
MAT credit expiry within Group In Rs. million unless otherwise stated
Particulars 31 March 2024 31 March 2023
31 March 2040 32.89 -
31 March 2039 7.26 16.84
31 March 2038 - 0.02
31 March 2037 - 2.29
31 March 2036 - 4.45
31 March 2035 - 7.32
31 March 2032 17.97 17.97
31 March 2031 13.94 13.94
31 March 2030 16.21 16.21
31 March 2029 13.54 14.00
Total 101.82 93.04
*The applicable tax rate is the domestic tax rate applicable to the Holding Company.
The Group has exercised the option under section 115BAA of the Income-tax Act, 1961, as introduced by the Taxation Laws (Amendment) Act, 2019.
Consequently, the group has applied the lower income tax rates on the deferred tax assets/ liabilities except for Acme Solar Technologies (Gujarat) Private
Limited to the extent these are expected to be realized or settled in the future period under the new regime.
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
18 Loans - current
Unsecured- considered good
Loans to Holding company* - 3,439.39
- 3,439.39
*Loan to Holding company Rs.Nil including accrued interest of Rs. Nil (31 March 2023: Rs. 2,294.90 million including accrued interest of Rs. 99.36 million) bears
interest rate of 9.50% p.a. and are recoverable on demand.
Balance loans of Rs. Nil (31 March 2023: Rs. 1,144.49 million) are interest free and recoverable on demand (refer note 42).
Note:
Loans or advances in the nature of loans are granted to promoter, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or
jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment
are as follows:
31 March 2024
Amount of loan or Percentage to
advance in the the total loans
Type of borrower nature of loan and advances
outstanding in the nature of
loans
Promoter - -
Directors - -
KMPs - -
Related parties - -
31 March 2023
Amount of loan or Percentage to
advance in the the total loans
Type of borrower nature of loan and advances
outstanding in the nature of
loans
Promoter 2,294.90 66.72%
Directors - -
KMPs - -
Related parties 1,144.49 33.28%
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
* Deposits are pledged with lenders on account of Debt Service Reserve Account.
*Includes safeguard duty of Rs. 23.37 million (31 March 2023: Rs. 71.98 million) and goods and service tax of Rs. 8.20 million (31 March 2023: 27.50 million).
iv) The amount if interest accrued and remaining unpaid at the end of each accounting year, and - -
v) The amount of further interest remaining due and payable even in the succeeding year, until such date when the - -
interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the MSMED Act, 2006
66.93 70.38
The above information regarding dues to Micro, Small and Medium enterprises as defined under the Micro, Small and Medium Enterprises Development
Act (MSMED), 2006 has been determined to the extend identified and information available with the Company pursuant to Section 22 of the Micro,
Small and Medium enterprises Development Act (MSMED), 2006.
Trade payable ageing schedule as at 31 March 2024 and 31 March 2023
In Rs. million unless otherwise stated
Outstanding for following periods from the due date of payment
31 March 2024 Less than 1 Total
Not due 1-2 years 2-3 years More than 3 years
year
Undisputed dues - MSME* 14.27 31.90 11.35 7.69 1.73 66.93
Undisputed dues - Others 345.93 273.55 40.81 5.35 5.01 670.65
Disputed dues - MSME* - - - - - -
Disputed dues - Others - - - - - -
Total trade payables 360.19 305.45 52.16 13.04 6.74 737.58
37 Finance costs
Interest on
Term loan 4,119.37 4,073.87
Non convertible debentures 2,621.99 2,998.96
Loan from related party (refer note 42) - 21.97
Lease liabilities 217.01 208.84
Delayed payment of taxes 0.90 6.39
Others 28.10 0.75
Amortisation of ancillary cost of borrowings 611.48 719.99
Foreign exchange fluctuation to the extent regarded as an adjustment to interest cost 68.34 -
Other borrowing cost 5.74 60.20
7,672.93 8,090.97
39 Other expense
Operation and maintenance expenses 568.32 536.25
Repairs and maintenance
Plant and equipment 51.10 31.35
Others - 0.02
Amortisation of deferred expenses 10.02 10.68
Rates and taxes 94.59 28.29
Insurance 108.21 131.71
Legal and professional fee 207.90 107.95
Payment to auditors 18.14 16.36
Bank charges 0.29 0.85
Corporate social responsibility 13.55 6.98
Charity and donation 510.00 -
Impairment loss on fair value of asset held for sale (refer note 52) 122.28 -
Miscellaneous expenses 6.20 6.23
1,710.60 876.67
40 Exceptional Items
Net gain on sale of assets/ investments (refer note 52) 7,216.29 225.67
Contingent consideration related to investment disposed in earlier years 274.61 168.69
7,490.90 394.36
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
Below is the overall exposure of the Group to interest rate risk: In Rs million unless otherwise stated
Particulars 31 March 2024 31 March 2023
Variable rate borrowing 56,280.71 59,430.80
Fixed rate borrowing 25,433.95 27,127.25
Total borrowings 81,714.66 86,558.05
Below is the sensitivity of profit or loss and equity changes in interest rates.
Particulars 31 March 2024 31 March 2023
Interest sensitivity*
Interest rates – increase by 100 basis points (31 March 2023: 100 basis points) 562.81 594.31
Interest rates – decrease by 100 basis points (31 March 2023: 100 basis points) (562.81) (594.31)
* Holding all other variables constant
ii) Assets
The Group’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in
Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Below is the overall exposure of the deposits: In Rs million unless otherwise stated
Particulars 31 March 2024 31 March 2023
Fixed rate deposits 10,747.69 10,828.60
Total deposits 10,747.69 10,828.60
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106DL2015PTC337832
Notes to Consolidated Financial Statements for the year ended 31 March 2024
^ The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.
# The Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each reporting period.
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
43 Term of borrowings
S. Nature of Prepayment of
Co Name Lender Nature of securities Interest rate Tenure of repayment
No. loan loan amount
1 Term loan ACME Jaisalmer Indian 1. First pari passu charge on all the movable assets as well as immovable properties Term Loan, A) IREDA Term loan Facility (Rs. 120.22 Cr.) The Borrower shall have an option to prepay all outstanding amounts under the
Solar Power Renewable 2. First pari passu assignment by way of security interest /charge on: Additional shall have tenure of maximum of 13.75 years Facility without any prepayment premium in each of the following cases:
Private limited Energy i. all the rights, titles, interests, benefits, claims and demand whatsoever of the Borrower under the Project related loan: 9.15% from the date of first disbursement to be paid in • On exercise of put option by Lender;
Development documents (duly acknowledged and consented to; by the relevant counter- parties to such Project related p.a. 55 structured quarterly instalments (last • If the prepayment is effected at the instance of Lender(s), including exercise of
Agency Limited documents, as applicable) including but not limited to licenses, permits, approvals and consents, current and future. instalment being not later than September 30, Mandatory Cash Sweep clause;
ii. all the rights, titles, interests, benefits, claims and demand whatsoever of the Borrower in Insurance 2036) as per the indicative Repayment Schedule • On prepayment called for by Lender(s) on occurrence of Event of Default
contracts/policies procured by the Borrower or procured by any of its contractors favouring the Borrower for the detailed in Annexure 8.
Project, current and future. B) Additional Term loan facility (Rs. 23.0 Cr.) In the event of prepayment, following prepayment premium shall be applicable
iii. all the rights, titles, interests, benefits, claims and demands· whatsoever of the Borrower in any guarantees, shall have tenure of maximum 13.75 years from • On every interest reset date: Nil
liquidated damages, letter of credit or performance 'bonds that may be provided by any counter-party under any the date of first disbursement to be paid in 55 • On any other date other than above: 2%
Project Document in favour of the Borrower current and future. structured quarterly instalments (last instalment
3. First pari passu charge on book debts, operating cash flows, receivables, commissions, revenue of whatsoever being not later than September, 30, 2036 as per The borrower shall have an option to prepay all outstanding amounts under the
nature and wherever arising, present and future, of the' Borrower, pertaining to the Project. indicative Repayment schedule detailed in facility with 60 days of prior notice, within 90 days of interest reset date as per
4. First pari passu charge on intangible assets of the Borrower. Annexure 8) above mentioned details.
5. First pari passu charge on all the bank accounts of the Borrower
6. Share Pledge by the Promoter to the extent of 51% of the paid-up equity share capital (free from all restrictive
covenants, lien or other encumbrance under any contract, arrangement or agreement including but not limited to any The principal amount of the Facility shall be
shareholders agreement (if any)) of the Borrower in demat form; together with all accretions thereon. payable on a quarterly basis and the interest
7. Corporate Guarantee of payment shall be on monthly basis.
i. Acme Cleantech Solutions Private Limited till perfection of entire security
ii. M/s Indigenous Power Pvt Ltd & M/s Sanchaya Power Pvt Ltd. Till perfection of mortgage of Borrower's
immovable 'properties (owned and/or leased)
8. Mortgage on entire land related to the Project as certified by the LIE.
9. Charge/assignment by way of security interest of unsecured loan, infused by the promoter, if any.
10. Pledge of 51% of CCDs infused by Promoter in the Borrower backed by a POA
2 Term loan Dayanidhi Solar Indian 1. First pari passu charge on all the movable assets as well as immovable properties Term Loan, A) IREDA Term loan Facility (Rs. 243.08 Cr.) The Borrower shall have an option to prepay all outstanding amounts under the
Power Private Renewable 2. First pari passu assignment by way of security interest /charge on: Additional shall have tenure of maximum of 13.75 years Facility without any prepayment premium in each of the following cases:
limited Energy i. all the rights, titles, interests, benefits, claims and demand whatsoever of the Borrower under the Project related loan: 9.15% from the date of first disbursement to be paid in • On exercise of put option by Lender;
Development documents (duly acknowledged and consented to; by the relevant counter- parties to such Project related p.a. 55 structured quarterly instalments (last • If the prepayment is effected at the instance of Lender(s), including exercise of
Agency Limited documents, as applicable) including but not limited to licenses, permits, approvals and consents, current and future. instalment being not later than September 30, Mandatory Cash Sweep clause;
ii. all the rights, titles, interests, benefits, claims and demand whatsoever of the Borrower in Insurance 2036) as per the indicative Repayment Schedule • On prepayment called for by Lender(s) on occurrence of Event of Default
contracts/policies procured by the Borrower or procured by any of its contractors favouring the Borrower for the detailed in Annexure 8.
Project, current and future. B) Additional Term loan facility (Rs. 45.11 In the event of prepayment, following prepayment premium shall be applicable
iii. all the rights, titles, interests, benefits, claims and demands· whatsoever of the Borrower in any guarantees, Cr.) shall have tenure of maximum 13.75 years • On every interest reset date: Nil
liquidated damages, letter of credit or performance 'bonds that may be provided by any counter-party under any from the date of first disbursement to be paid in • On any other date other than above: 2%
Project Document in favour of the Borrower current and future. 55 sturctured quarterly instalments (last
3. First pari passu charge on book debts, operating cash flows, receivables, commissions, revenue of whatsoever instalment being not later than September, 30, The borrower shall have an option to prepay all outstanding amounts under the
nature and wherever arising, present and future, of the' Borrower, pertaining to the Project. 2036 as per indicative Repayment schedule facility with 60 days of prior notice, within 90 days of interest reset date as per
4. First pari passu charge on intangible assets of the Borrower. detailed in Annexure 8). above mentioned details.
5. First pari passu charge on all the bank accounts of the Borrower
6. Share Pledge by the Promoter to the extent of 51% of the paid-up equity share capital (free from all restrictive
covenants, lien or other encumbrance under any contract, arrangement or agreement including but not limited to any The principal amount of the Facility shall be
shareholders agreement (if any)) of the Borrower in demat form; together with all accretions thereon. payable on a quarterly basis and the interest
7. Corporate Guarantee of Acme Cleantech Solutions Private Limited till perfection of entire security payment shall be on monthly basis.
8. Mortgage on entire land related to the Project as certified by the LIE.
9. Charge/assignment by way of security interest of unsecured loan, infused by the promoter, if any.
10. Pledge of 51% of CCDs infused by Promoter in the Borrower backed by a POA
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
9 Term loan ACME Raisar REC Limited Primary security: Effective Moratorium Period: 12 months from SCOD. The borrower may prepay the outstanding loan in full or in part, before the due
Solar Energy a) First charge by way of mortgage on all immovable properties, present and future including the mortgage of lease interest rate is Repayment Period: 204 structured monthly dates for such prepayment, subject to following prepayment premium to be
Private Limited hold rights on Project Land, details of which is as under: 9.69% p.a. instalments beginning from charged on prepaid amount:-
Area of project land is approx. 1089.28 acres situated at Village Sanwara, Tehsil, Pokhran, District Jaisalmer, a) 2%, if prepayment made within 3 years from the first disbursement.
Rajasthan. b) 1%, if the prepayment is made after 3 years from the first disbursement.
b) First charge by way of hypothecation on all movable properties, including plant & machinery, machinery spares, Prepayment premium shall not be payable on prepayment, if:
equipments, tools & accesories, furniture, fixtures, vehicles, stocks and all other movable assets, and also on book a) Prepayment is made out of internal accruals or promoter's own sources
debts, bills, receivables, monies including bank accounts, claims of all kinds and stocks including consumables and (equity/IPO)
other general stores. b) Prepayment is affected at the instance of the lenders
c) First charge by way of assignment or creation of security interest including all rights, title, interest, benefits, c) Due to cash sweep (if applicable) by lender
claims and demands whatsoever: d) When paid out of insurance proceeds/LD, etc.
i) in the Project documents, as amended, varied or supplemented from time to time e) If paid out of capital subsidy/grant
ii) in the clearances relating to the project
iii) in any letter of credit, guarantee, performance bond provided by any party to the project
iv) all insurance contracts/proceeeds
d) Pledge of 100% of promoter contribution.
The shares/instruments shall be free from any restrictive covenants/lien or other encumbrance under any
contract/arrangement including shareholding agreement/joint venture agreement/financing arrangement with regard
to pledge/transfer of the shares /instruments including transfer upon enforcement of this pledge. All the
shares/instruments pledged shall be in demat form.
e) Corporate Guarantee from Acme Cleantech Solutions Pvt Ltd and Acme Solar Holdings Pvt Ltd till achievement
of following, whichever is later: Prepayment premium shall not be charged in case of prepayment within 45 days
i. Achievement of commissioning of the interest reset of 1st tranche of loan. However, in case of 1 year reset
ii. Creation and perfection of security option, prepayment charge will be applicable till 3 years from the date of first
iii. Meeting cost over-run, if any disbursement, post which nil prepayment charges shall be applicable at the time
iv. Achievement of project stabilization (i.e., achieving base case energy generation numbers for immediately of reset.
preceeding 12 months)
v. Creation of DSRA as per the sanction terms
f) Corporate Guarantee for guaranteeing the debt disbursed towards imposition of BCD and hike in GST rates, till
the finalisation of requisite compensation/increase in tariff by appropriate commission(s) for PPA as well as PSA,
towards imposition of BCD & hike in GST rates and/or infusion of requisite promoter contribution, whichever is
later, subject to Lender’s satisfaction. At the time of execution of corporate guarantee, the availability of networth
shall be reviewed and should be acceptable to REC.
10 Term loan ACME Phalodi Power Finance Primary security: Term loans from lender are secured Effective 204 structured monthly instalments The borrower shall have the option to prepay the principal outstanding together
Solar Energy Corporation 1. by first charge by way of mortgage over all borrower's immovable properties, both present and future. interest rate is with interest, other charges and all moneys due subject to payment of a
Private Limited Limited 2. by first charge by way of hypothecation of all the moveable properties and assets, and all other movable assets, 9.00%~ 9.65% prepayment premium.
both present and future, of the borrower. p.a.
3. by first charge by way of hypthecation over the borrower's intangible assets, goodwill, uncalled capital both Prepayment premium in following case:
present and future. 1) where first disburesment has been done in past 5 years: 2.0%
4. first charge on all bank accounts of the borrower. 2) Its been more than 5 years since first disbursement: 1.0%
5. first charge on the Trust and Retention Account (TRA) [including DSRA account of 2 quarters of principal and
interest payment], any letter of credit and other reserves and any other bank accounts of the borrower, both present
and future
6. Assignment in favour of the Lender, all the rights, titles, interests, benefits, claims and demands whatsoever of
the Borrower: No prepayment premium shall be charged after 5 years from first disbursement
a. in the Project Documents / contracts duly acknowledged and consented to by the relevant counter-parties to such if prepayment is effected on any reset dates.
Project Documents
b. all the rights, titles, interests, licences, benefits, claims and demands whatsoever of the borrower in the
Clearances relating to the Project
c. in any letter of credit, guarantee, performance bond, corporate guarantee, bank guarantee provided by any party
to the Project Documents
d. all Insurance Contracts and Insurance Proceeds
e. assignment of guarantees from EPC contractor / module supplier (if any) relating to the Project
7. Pledge of shares - 77% of equity share capital of the borrower and 100% of the OCDs till currency of PFC Loan
8. Corporate Guarantee from Acme Solar Holdings Pvt Ltd and Acme Cleantech Solutions Pvt Ltd
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
11 Term loan ACME Heergarh REC Limited The entire Term Loan together with interest, costs, expenses and all other monies whatsoever accruing out of the Effective 216 structured monthly instalments The borrower may prepay the outstanding loan in full or in part, before the due
Powertech Private Loan Agreement shall be secured in the form and manner as under and to the satisfaction of REC: interest rate dates for such prepayment, subject to following prepayment premium to be
Limited A.By Mortgage: - 9.52% p.a. charged on prepaid amount:-
First charge by way of mortgage of Borrower's all immovable properties, present and future including the Project a) 2%, if prepayment made within 3 years from the first disbursement.
Land, details of which is as under; b) 1%, if the prepayment is made after 3 years from the first disbursement.
Area of Project Land- Approx. 1200 acre Prepayment premium shall not be payable on prepayment, if:
Situated at - Village Badu Sid, Tehsil Bap, District Jodhpur in the state of Rajasthan AND a) Prepayment is made out of internal accruals/equity infusion/grant/insurance
B.By Hypothecation: - proceeds/liquidated damages/ capital subsidy by the promoters or from the
First charge by way of hypothecation of all the Borrower's movable properties, including plant and machinery, proceeds of IPO, at any time, with a prior written notice of atleast 30 days to the
machinery spares, equipment's, tools and accessories, furniture, fixtures, vehicles, stocks and all other movable lenders;
assets, present and future and also first charge by way of hypothecation of all the present and future book debts, or
bills, receivables, monies including bank accounts, claims of all kinds and stocks including consumables and other b) Prepayment is affected at the instance of the lenders including mandatory
general stores. AND prepayment; or
C.By Assignment: - c) Prepayment pursuant to the cash sweep at the instance of the lenders
A first charge by way of assignment or creation of security interest including all rights, title, interest, benefits, d) When paid out of insurance proceeds/LD etc.
claims and demands whatsoever of the Borrower – Prepayment Premium shall not be charged also in case of prepayment within 45
days of the date of interest reset of 1st tranche of loan. However, in case of 1
year reset, prepayment charge will be applicable till three years from first
disbursement, post which waiver of prepayment premium at time of reset will be
applicable.
a.in the Project documents/Contracts, as amended, varied or supplemented from time to time;
b.in the Clearances relating to the Project;
c.in any letter of credit, guarantee, performance bond provided by any party to the project; and
d.All Insurance Contracts/Insurance Proceeds;
And
D.By Pledge: -
Pledge of 51% of the total paid up Equity Shares (with 51% voting rights) of the borrower.
Pledge of 51% of CCDs/OCDs in the Borrower Company.
The shares/ instruments to be pledged shall be free from any restrictive covenants/lien or other encumbrance under
any contract/ arrangement including shareholder agreement/ joint venture agreement/ financing arrangement with
regard to pledge/ transfer of the shares/ instruments including transfer upon enforcement of this pledge. All the
shares/ instruments pledged shall be in DEMAT form.
AND/OR
E.By Guarantee: -
Borrower shall arrange to submit irrevocable Corporate Guarantee for entire outstanding dues of lenders from
ACME Solar Holdings Ltd till -
a.Achievement of Commissioning
b.Creation and perfection of security.
c.Meeting Cost over-run, if any
d. Achievement of project stabilization (ie. achieving base case energy generation numbers for immediately
preceding 12 months)
e.Creation of 2 quarter DSR4 as per the sanction term
Conditions:
i. An additional interest at the rate as per prevailing policy of REC shall be charged in addition to the normal
Interest for the period of non- creation of specified securities within stipulated period.
ii. Lender reserves the right to modify the above security structure in its absolute discretion, prior to execution of
Loan Documents.
iii. The Borrower shall not mortgage/hypothecate/charge its moveable/immovable assets in favor of any other
Institution without prior written permission from REC except as permitted by REC
iv. It shall be endeavor of the Borrower to ensure registration of charge with the Registrar of Companies (ROC)
within the stipulated time and shall furnish the necessary proof in this regard as and when required by the REC.
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
i. Achievement of commissioning
ii. Creation and perfection of security Prepayment premium shall not be charged in case of prepayment within 45 days
iii. Meeting cost over-run, if any of the interest reset of 1st tranche of loan. However, in case of 1 year reset
iv. Achievement of project stabilization (i.e., achieving base case energy generation numbers for immediately option, prepayment charge will be applicable till 3 years from the date of first
preceeding 12 months) disbursement, post which nil prepayment charges shall be applicable at the time
v. Creation of DSRA as per the sanction terms of reset.
f) Corporate Guarantee for guaranteeing the debt disbursed towards imposition of BCD and hike in GST rates, till
the finalisation of requisite compensation/increase in tariff by appropriate commission(s) for PPA as well as PSA,
towards imposition of BCD & hike in GST rates and/or infusion of requisite promoter contribution, whichever is
later, subject to Lender’s satisfaction. At the time of execution of corporate guarantee, the availability of networth
shall be reviewed and should be acceptable to REC.
14 Term loan ACME Deoghar Power Finance Primary security: Term loans from lender are secured Efective 204 structured monthly instalments The borrower shall have the option to prepay the principal outstanding together
Solar Power Corporation 1. by first charge by way of mortgage over all borrower's immovable properties, both present and future. interest rate is with interest, other charges and all moneys due subject to payment of a
Private Limited Limited 2. by first charge by way of hypothecation of all the moveable properties and assets, and all other movable assets, ~ 9.65% p.a. prepayment premium.
both present and future, of the borrower.
3. by first charge by way of hypthecation over the borrower's intangible assets, goodwill, uncalled capital both Prepayment premium in following case:
present and future. 1) where first disburesment has been done in past 5 years: 2.0%
4. first charge on all bank accounts of the borrower. 2) Its been more than 5 years since first disbursement: 1.0%
5. first charge on the Trust and Retention Account (TRA) [including DSRA account of 2 quarters of principal and
interest payment], any letter of credit and other reserves and any other bank accounts of the borrower, both present
and future
6. Assignment in favour of the Lender, all the rights, titles, interests, benefits, claims and demands whatsoever of
the Borrower: No prepayment premium shall be charged after 5 years from first disbursement
a. in the Project Documents / contracts duly acknowledged and consented to by the relevant counter-parties to such if prepayment is effected on any reset dates.
Project Documents
b. all the rights, titles, interests, licences, benefits, claims and demands whatsoever of the borrower in the
Clearances relating to the Project
c. in any letter of credit, guarantee, performance bond, corporate guarantee, bank guarantee provided by any party
to the Project Documents
d. all Insurance Contracts and Insurance Proceeds
e. assignment of guarantees from EPC contractor / module supplier (if any) relating to the Project
7. Pledge of shares - 71% of equity share capital of the borrower and 100% of the OCDs till currency of PFC Loan
8. Corporate Guarantee from Acme Solar Holdings Pvt Ltd
15 Term loan ACME Sikar Power Finance 1. First charge by way of mortgage / assignment in a form and manner acceptable to the Lender, over all Effective 204 structured monthly instalments 2%, if the prepayment is made within 3 years from the first disbursement
Solar Private Corporation immovable properties interest rate is 1.5%, if the prepayment is made after 3 and before 5 years from the first
Limited Limited 2. First charge by way of hypothecation, in a form and manner acceptable to the Lender, over all movable 9.45% p.a disbursement
properties and assets 1%, if the prepayment is made after 5 and before 10 years from the first
3. First charge on uncalled capital, operating cash flows, book debts, receivables, commissions, revenues of disbursement
whatsoever nature 0.5%, if the prepayment is made after 10 years from the first disbursement
4. First charge on Trust and Retention Account (DSRA of 2 quarters), any letter of credit and other reserves and
any other bank accounts
5. Assignment in favour of the Lender, on the following, relating to the Project:
a. all the rights, titles, interests, benefits, claims and demands in the project documents / contracts
b. all the rights, titles, interests, benefits, claims and demands in Clearances relating to the project
c. all the rights, titles, interests, benefits, claims and demands in any letter of credit, guarantee, performance bond,
corporate guarantee, bank guarantee provided by any party to the Project Documents
d. all Insurance Contracts and Insurance Proceeds
e. guarantees from EPC contractor / module supplier relating to the project
f. all intangible, goodwill, etc.
6. Pledge - 51% of equity shares and 51% of OCDs
7. Corporate Guarantee of ACSPL
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106DL2015PTC337832
Notes to Consolidated Financial Statements for the year ended 31 March 2024
Nature of Prepayment of
Nature of securities Interest rate Tenure of repayment
loan loan amount
Non Primary security: debentures from holders are secured. First ranking pari passu charge on: Effective interest rate is Non convertible debenture The borrower shall be
Convertible (a) a first ranking pledge over 51% (fifty-one per cent) of both the equity shares and available CCDs issued by each 12.15% p.a.-12.44% p.a shall be repaid in 5 years with entitled to prepay the
Debentures^ member of the Restricted Group; (including withholding repayment starting from facility or any part
(b)a first ranking security over the immovable assets (both present and future) of the Issuer pertaining to the Project being tax) February 2022 and ending in thereof, together with all
operated by that Issuer (including leasehold rights, but excluding the Excluded Assets); August 2026. The premium interests, other charges
(c) a first ranking security over: (i) the moveable assets (tangible and intangible) including goodwill, intellectual property on redemption of non and monies due &
rights and uncalled capital, both present and future, of the Issuer; (ii) the Senior Enforcement Account; and (iii) the convertible debenture will be payables including
Restricted Debt Service Account, (other than the Excluded Assets, the current assets, cash flows, book debts and paid at the time of maturity of redemption premium.
receivables of such Issuer); these non convertible
(d) a first ranking security over the rights of the Issuer under the relevant PPA(s), Insurance policies and other project debentures and
documents entered into by such Issuer in connection with the Project being operated by that Issuer; Interest on non convertible
(e) a first ranking security over the NCD Escrow Accounts (whether currently in existence or acquired/opened thereafter) debentures will be paid semi
maintained by the Issuer in terms of the relevant Trust and Accounts Deed, together with all cash flows, receivables and annually.
other assets and securities which represent all amounts in such accounts and all the moneys, securities, instruments,
investments and other properties deposited in, credited to or required to be deposited in or credited to or lying to the credit
of such accounts, both present and future;
(f) a second ranking security over the Common Project Accounts maintained by the Issuer in terms of the relevant Trust
and Accounts Deed (whether currently in existence or acquired/opened thereafter) (other than the Excluded Assets),
together with all cash flows, receivables and other assets and securities which represent all amounts in such accounts and
all the moneys, securities, instruments, investments and other properties deposited in, credited to or required to be
deposited in or credited to or lying to the credit of such accounts, both present and future; and
(g) a second ranking security over the current assets, book debts, cash flows, all receivables and WC Accounts (other than
the Excluded Assets) of the Issuer pertaining to or arising from the Project being operated by that Issuer, together with all
cash flows, receivables and other assets and securities which represent all amounts in such accounts and all the moneys,
securities, instruments, investments and other properties deposited in, credited to or required to be deposited in or credited
to or lying to the credit of such WC Accounts, both present and future.
The Collateral described in paragraph (a) above is referred to as the “Share Pledge”. The Collateral described from
paragraphs (b) to (d) above is referred to as the “Issuer Project Security”. The Collateral described in paragraph (e) above
is referred to as the “Issuer Exclusive Project Security”. The Collateral described in paragraph (f) and (g) above is referred
to as the “Issuer Second Ranking Project Security”.
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
As at Cash flows As at
Particulars Non cash changes
01 April 2022 Additions Payments 31 March 2023
Long-term borrowings (including current maturities) 72,917.77 19,262.11 (7,998.45) 1,105.12 85,286.55
Lease liabilities (including current maturities) 3,509.34 - (493.31) 545.99 3,562.02
Short-term borrowings (net) 2,718.25 1,271.77 (2,703.08) - 1,286.94
Interest accrued on borrowings 150.51 - (7,184.78) 7,161.12 126.85
Total liabilities from financial activities 79,295.87 20,533.88 (18,379.62) 8,812.23 90,262.36
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
A. Contingent liabilties
In Rs million unless otherwise stated
As at As at
Particulars
31 March 2024 31 March 2023
Disputed demand for income tax (refer note 1-7 below) 338.25 891.13
Disputed demand for sales tax (refer note 8-12 below) 86.90 105.16
Guarantees excluding financial guarantees 3,720.81 3,174.60
Total 4,145.96 4,170.89
1 Disputed demand for income tax includes a dispute of Rs. 252.90 million (31 March 2023: Rs. 425.88 million) between the ACME Solar Energy Private Limited
("the Subsidary Company") and income tax department in relating to issue of fair value of investment u/s 56(2)(viib) read with rule 11UA. The Company has
deposited Rs. 54.60 million (31 March 2023: Rs. 25.59 million) under protest and has filed an appeal before Commissioner of Income Tax (Appeal) against the order
of Assessing Officer, which is currently pending disposal. Based on inputs from internal experts, the management is of the view that it is more likely than not that
matter will be decided in favour of the Company and accordingly, no provision is considered necessary in these consolidated financial statements.
2 Disputed demand for income tax includes a dispute of Rs. 81.30 million (31 March 2023: Rs. 81.30 million) for assessment year 2016-17 between the ACME Raipur
Solar Power Private Limited ("the Subsidiary Company") and income tax department in relation to issues of fair value of equity share u/s 56(2)(viib) read with rule
11UA. The Subsidiary Company has filed an appeal to Commissioner of Income-tax (Appeals) against the order of assessing officer which is pending. Based on the
evaluation of the case, the management is of the view that it is more likely than not that matter will be decided in favour of the Subsidiary Company and accordingly
no provision is considered necessary in these consolidated financial statements.
3 Disputed demand for income tax relates to a dispute of Rs. nil (31 March 2023: Rs. 379.90 million) between the Vittanath Power Private Limited ("the Subsidiary
Company") and Income Tax department in relation to the matter related to fair valuation of investment u/s 56(2)(viib) read with rule 11UA. During the earlier year,
the case was decided in favour of the Subsidiary Company at Commissioner of Income Tax (Appeal) level. However, Income Tax Department subsequently has filed
an appeal with Income Tax Appellate Tribunal against the order of Commissioner of Income Tax(Appeal) which is currently pending disposed off. Based on the
evaluation of the case, the management is of the view that it is more likely than not that matter will again be decided in favour of the Subsidiary Company and
accordingly no provision is considered necessary in these consolidated financial statements.
4 Disputed demand for income tax includes a dispute of Rs. 0.42 million (31 March 2023: Rs. 0.42 million) for assessment year 2018-19 between ACME PV
Powertech Private Limited ("the Subsidiary Company") and income tax department in relation to addtion in interest income and disallowance of depreciation. The
Subsidiary Company has filed an appeal before Commissioner of Income-tax (Appeals) against the order of assessing officer which is currently pending for disposed
off. Based on the evaluation of the case, the management is of the view that it is more likely than not that matter will be decided in favour of the Subsidiary Company
and accordingly, no provision is considered necessary in these consolidated financial statements. The Subsidiary Company had deposited Rs. 0.09 million under
protest while filing the said appeal.
5 Disputed demand for income tax includes a dispute of Rs. 4.54 million (31 March 2023: Rs. 4.54 million) for assessment year 2018-19 between the Athena Karnal
Solar Power Private Limited and income tax department in relation to addition in interest income. The Holding Company had sold Athena Karnal Solar Power
Private Limited to private equity during financial year 2020-21 and had provided indemnity for any tax demands arising for years upto sale date. Athena Karnal Solar
Power Private Limited has filed an appeal before Commissioner of Income-tax (Appeals) against the order of assessing officer which is currently pending for
disposal. Based on the evaluation of the case, the management is of the view that it is more likely than not that matter will be decided in favor of Athena Karnal Solar
Power Private Limited and accordingly, no provision is required. The Company had deposited Rs. 0.91 million under protest on behalf of Athena Karnal Solar Power
Private Limited while filing the said appeal.
6 Disputed demand for income tax includes a dispute of Rs. 2.21 million (31 March 2023: Rs. nil) for assessment year 2015-16 between Dayanidhi Solar Power
Private Limited ("the Subsidiary Company") and income tax department in relation to addtion in excess payment to M/S ACME Cleantech Solutions Private
Limited. The Subsidiary Company has filed an appeal before Commissioner of Income-tax (Appeals) against the order of assessing officer which is currently
pending for disposed off. Based on the evaluation of the case, the management is of the view that it is more likely than not that matter will be decided in favour of
the Subsidiary Company and accordingly, no provision is considered necessary in these consolidated financial statements. The Subsidiary Company had deposited
Rs. 0.45 million under protest while filing the said appeal.
7 The state tax department has issued assessment order for FY 2016-17 with tax demand of Rs. nil (31 March 2023 : Rs. 0.18) (including interest) to ACME Solar
Energy (Madhya Pradesh) Private Limited ("the Subsidiary Company") on account of levy of Entry Tax under Madhya Pradesh Vat Act, 2002 on goods procured
from outside the Madhya Pradesh for the development of its solar power project in the state of Madhya Pradesh. The Subsidiary Company has filed appeal against
the said demand order before the Commissioner of Commercial Taxes (Appeals). The Subsidiary Company has deposited Rs. 0.02 million under protest while filing
the said appeal. As Entry Tax on procurement of goods for development of solar power project is exempt vide S.O. -391 dated 10.11.2011, the Subsidiary Company
is of the view that it is more likely than not that matter will be decided in favor of the Subsidiary Company and accordingly, no adjustment is considered necessary in
these consolidated financial statements.
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
8 The state tax department has issued assessment order for financial year 2015-16 and financial year 2016-17 with tax demand of Rs. 7.76 million and Rs. 58.48
million respectively (31 March 2023 : Rs. 7.76 million & Rs. 58.48 million) to Dayakara Solar Power Private Limited ("the Subsidiary Company") on account of
levy of Entry Tax under Local Areas Act, 2001 on import of notified goods from other states of India into the State of Telangana for the development of its solar
power project. The Subsidiary Company has filed writ petition against the said demand order before the High Court of Telangana citing that the assessment order
has been passed by the Assessing officer without the Authority of Law, as there was no valid law in force as on the date of State Re-organisation and Telangana
Adaptation of Laws Order, 2016. After the bifurcation of the erstwhile State of Andhra Pradesh in to the State of Telangana and State of A.P., the new States either
need to enact a new law or need to adopt the laws which were in force as on the appointment date for implementation within two years from the appointed day in
terms of Section 101 of AP State Reorganisation Act, 2014.
The State of Telangana has adopted the AP Tax on Entry of Goods in Local Areas Act, 2001 vide GO Ms no. 45, Law (F) Department dated 01.06.2016 it is not
valid and cannot be enforced since AP Tax on Entry of Goods into Local Areas Act, 2001 was not in force as on the appointed day or as on the date of adaptation
since the new State can only adopt only laws which are valid and in force as on the date of bifurcation as per Section 2 (1) of the Reorganisation Act, Subsidiary
Company has deposited an amount of Rs. 16.56 million (31 March 2023: 16.56 million) under protest as per the interim order of High Court of Telangana.The
Subsidiary Company is of the view that it is more likely than not that matter will be decided in favor of the Subsidiary Company.
9 The state tax department has issued assessment order for financial year 2017-18 with tax demand of Rs. 11.70 million (31 March 2023 : Rs. 11.70 million ) to
ACME Yamunanagar Solar Power Private Limited ("the Subsidiary Company") on account of levy of Entry Tax under Local Areas Act, 2001 on import of notified
goods from other states of India into the State of Telangana for the development of its solar power project. The Subsidiary Company has filed writ petition against
the said demand order before the High Court of Telangana. As the assessment order has been passed by the Assessing officer without the Authority of Law, as there
was no valid law in force as on the date of State Re-organisation and Telangana Adaptation of Laws Order, 2016. After the bifurcation of the erstwhile State of
Andhra Pradesh in to the State of Telangana and State of A.P., the new States either need to enact a new law or need to adopt the laws which were in force as on the
appointment date for implementation within two years from the appointed day in terms of Section 101 of AP State Reorganisation Act, 2014. The State of Telangana
has adopted the AP Tax on Entry of Goods in Local Areas Act, 2001 vide GO Ms no. 45, Law (F) Department dated 01.06.2016, and the same is not valid and
cannot be enforced since AP Tax on Entry of Goods into Local Areas Act, 2001 was not in force as on the appointed day or as on the date of adaptation since the
new State can only adopt only laws which are valid and in force as on the date of bifurcation as per Section 2 (1) of the Reorganisation Act. Subsidiary Company has
deposited an amount of Rs. 2.93 million (31 March 2023: 2.93 million) under protest as per the interim order of High Court of Telangana. The Subsidiary Company
is of the view that it is more likely than not that matter will be decided in favor of the Subsidiary Company.
10 The state tax department has issued assessment order for financial year 2016-17 with tax demand of Rs. 7.76 million to Vishwatma Solar Energy Private Limited
("the Subsidiary Company") on account of levy of Entry Tax under Local Areas Act, 2001 on import of notified goods from other states of India into the State of
Andhra Pradesh for the development of its solar power project. The Subsidiary Company has filed writ petition against the said demand order before the High Court
of Andhra Pradesh and has also deposited Rs. 1.94 million (31 March 2023: Rs. 1.94 million) under dispute. The management is confident that it is more likely than
not that the matter will be decided in favor of the Subsidiary Company and thus, no adjustment is considered necessary in these consolidated financial statements.
11 The state tax department has issued assessment order for financial year 2016-17 with tax demand of Rs. 1.2 million to Niranjana Solar Energy Private Limited ("the
Subsidiary Company") on account of levy of Entry Tax under Local Areas Act, 2001 on import of notified goods from other states of India into the State of Andhra
Pradesh for the development of its solar power project. The Subsidiary Company has filed writ petition against the said demand order before the High Court of
Andhra Pradesh and has also deposited Rs. 0.29 million (31 March 2023: Rs. 0.29 million) under dispute. The management based on inputs from experts is confident
that it is more likely than not that the matter will be decided in favor of the Subsidiary Company and accordingly, no adjustment is considered necessary in these
consolidated financial statements.
12 The Holding Company had entered into an agreement with ACME Chittorgarh Solar Power Pvt Ltd for supplying Photovoltaic modules, inverters and other parts for
setting up of Solar Power Generating System and the said goods were covered by the entry no.234 of notification no. 01/2017- CT (Rate) and the Holding Company
discharged 5% GST rate on the supplies made. On 16 November 2021, Anti-evasion team visited the premises of the Holding Company. Subsequent to visit,
department issued a notice dated 31 January 2022, wherein it has been alleged that the goods have been wrongly classified as parts of Solar Power Generating
System and differential GST of Rs.18.08 million need to be paid by the Holding Company. Based on the available documents and inputs from experts, the Holding
Company believes that more likely than not, these disputes would not result in additional outflow of resources and thus no adjustment is currently required to be
made in these consolidated financial statements.
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
B. Other Matters
(i) The Government of Andhra Pradesh had issued a government order on 1 July 2019, pursuant to which it constituted a high-level negotiation committee to
negotiate and reduce the tariff of solar power purchase agreements (PPAs) to Rs. 2.44 per unit. Pursuant to this Government order, the DISCOM in Andhra Pradesh,
with whom power purchase agreement was entered, issued notice to the Group, asking for reduction of the tariff to Rs. 2.44/unit, failing which the PPA would be
terminated. The Group approached Hon’ble High Court of Andhra Pradesh and the Hon’ble High Court pronounced its interim order on 24 September 2019 by way
of which the Government order and DISCOM notice were set aside and AP DISCOM was directed to make payment at interim tariff of Rs. 2.44 per until the already
pending matter before Andhra Pradesh Electricity Regulatory Commission (“Commission”) is decided by the Commission. The Group challenged the said order
before divisional bench of Hon’ble High Court of Andhra Pradesh (‘HC’) to the extent of interim tariff of Rs. 2.44 per unit as there was no such matter related to
solar developers which was pending before the Commission since the matter related to wind developers alone was pending before the Commission and thus, the said
findings were incorrect. On 15 March 2022, the Hon’ble HC issued its order in Group’s favour upholding that the order passed by the learned single Judge fixing the
interim rate or interim tariff of Rs. 2.44 per unit for solar power and for payment of all the pending and future bills of all the petitioners, is set aside and instead the
DISCOM is directed to make payment of all pending and future bills at the rate mentioned in the PPAs and further, the payment of arrears/ pending bills shall be
made within a period of six weeks from the date of the said order. Pursuant to such order by the Hon’ble High Court, AP Discoms filed a petition before Hon’ble
Supreme Court against the said order of High Court of Andhra Pradesh, which was subsequently dismissed by Hon’ble Supreme Court on 2 January 2023.
On 4 August 2022, AP DISCOMs communicated to the Group that they were availing the scheme of Ministry of Power (Late Payment Surcharge and related
matters) Rules 2022 (“LPS rules”). Accordingly, AP Discoms called upon the Group for reconciliation of accounts and stated that the outstanding dues up to May
2022 would be disbursed in 12 monthly instalments starting from August 2022. Accordingly, AP DISCOMs started paying monthly instalment against the said
outstanding dues.
During reconciliation, the Group noted that a unilateral deduction of dues was being considered effective the plant commissioning date (COD), towards the alleged
excess installed DC capacity. On 4 April 2023, the Group received a notice from AP DISCOM to disconnect the additional installed DC panels added after COD of
the project, falling which DISCOM shall be free to terminate the PPA. The Group had challenged the same before the Commission; however, the Commission did
not provide any interim relief. In an appeal filed before Appellate Tribunal for Electricity (APTEL) against the Commission’s interim order denying appropriate
relief to the Group, APTEL vide order dated 8 May 2023 has directed AP Discoms to not take any coercive steps against the Group and further, upheld that the AP
Discoms are no longer required to make payment for the additional DC capacity installed, until the petition pending before the Commission is finally disposed of.
The Commission has issued its interim order on 8 November 2023 and directed the AP Discom to pay the amount with respect to excess DC capacity installed prior
to commissioning of the project for the invoices already raised and for future invoices. Consequently, the Discom vide its letter dated 1 December 2023 has agreed
to pay the withheld amount in six installments. Further, with respect to excess DC capacity installed after the commission of the project, the Discom vide its letter
dated 19 March 2024 has accepted to pay the withheld amount up to the Commission’s order dated 1 February 2023 issued in other case, in 12 installments provided
that the excess DC capacity installed after the commission of the project are removed by the developers. Accordingly, the Company has removed the excess DC
capacity installed after the commission of the project on 20 November 2023.
As at 31 March 2024, total undisputed outstanding dues of Group having PPA with AP DISCOM attributable to excess DC capacity installed prior to
commissioning of the project amount to Rs. 656.86 million, total undisputed outstanding dues attributable to excess DC capacity installed after commissioning of the
project up to 1 February 2023 amount to Rs. 1,072.57 million and outstanding dues attributable to excess DC capacity installed after commissioning of the project
for period from 1 February 2023 to 31 March 2024 amounts to Rs. 151.90 million which are under dispute and pending before the Commission for resolution.
Based on the internal analysis supported by legal opinion, the management is of the view that it is highly likely that the matter with respect to outstanding dues
towards the excess DC capacity installed after the commissioning of the project pending before the Commission, will be decided in Company’s favor and hence, no
adjustment is considered necessary in these financial statements.
(ii) One of the Subsidiary Company has entered into a long-term power purchase agreement (PPA) with Solar Energy Corporation of India (SECI) for generation and
supply of solar power from the state of Rajasthan for 25 years. As per the terms of such PPA, the scheduled commissioning date was 2 December 2020, however,
due to outbreak of Covid-19, restrictions and lockdowns imposed globally that affected the supply chains, SECI had allowed an extension in scheduled
commissioning date to 17 March 2022. Meanwhile, the Ministry of New & Renewable Energy (‘MNRE’) filed an Interlocutory Appeal before Hon’ble Supreme
Court of India for allowing high voltage and extra high voltage lines, with installation of appropriate mitigation measures like bird diverters for environmental safety
etc, contesting the Hon’ble Supreme Court order dated 19 April 2021 regarding underground laying of transmission lines in habitats of Great India Bustard (‘GIB’)
in Rajasthan and Gujarat. Hon'ble Supreme Court has passed order on 21 March 2024 whereby the earlier order has been modified, removing injunction from
potential area of GIB and also constituted a 7 memeber committee to recommend appropriate suitable measure for protection of GIB. Subsequent to this Order, SECI
has issued regular COD certificate to the Company.
During the previous year, pending the final outcome in the above matter by Hon’ble Supreme Court, SECI had allowed extension of scheduled commissioning date
to 30 days from the date of judgement by the Hon’ble Supreme Court. During the current year, MNRE in its letter dated 25 January 2023 has allowed extension of
scheduled commissioning date of eligible projects, including that of the Company, to 31 March 2024. Further, Rajasthan Urja Vikas Nigam Limited (RUVNL) vide
its order dated 31 March 2023 has accorded its consent for procurement of solar power from early part commissioning of the Company’s solar power project. The
Company has commissioned the entire 250 MW capacity on 06 January 2024 and obtained regular COD certificate from SECI.
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
C. Capital commitments
Sensitivities due to mortality and withdrawls are not material & hence impact of change not calculated.
Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not
applicable being a lump sum benefit on retirement.
The average duration of the defined benefit plan obligation at the end of the reporting period is 12.01 years (31 March 2023: 12.04 years).
The contribution expected to be made by the Group during the next financial year 2024-25 of Rs. 10.16 million (2023-24 : Rs. 9.04 million).
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
^
On 19 April 2023, the Company has sold ACME ECO Clean Energy Private Limited to ACME Pokhran Solar Private Limited.
#The company has sold its interests to ACME Cleantech Solutions Private Limited in
a) ACME Urja One Private Limited (formerly known as ACME Barmer Solar Private Limited) on 17 May, 2023
b) ACME Urja Two Private Limited (formerly known as ACME Pushkar Solar Private Limited) on 27 July, 2023
c) ACME Sun Power Private Limited, ACME Surya Power Private Limited, Acme Surya Energy Private Limited, Acme Solartech Private Limited on 18 September, 2023.
*The Company has sold its interests to third party on 03 January, 2024
**The Company has sold its interests to third party on 24 January, 2024
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
(B) Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III to the Companies Act, 2013 as at 31 March 2023
In Rs. million unless otherwise stated
Net assets i.e. total assets Share in other comprehensive Share in total comprehensive
Share in profit or loss
minus total liabilities income income
Name of the entity As % of As % of As % of As % of
Amount Amount Amount Amount
consolidated consolidated consolidated consolidated
(Rs.) (Rs.) (Rs.) (Rs.)
net assets net assets net assets net assets
Parent/ Holding Company
ACME Solar Holdings Limited 120.09% 22,824.73 953.09% (302.51) 58.33% 0.14 959.90% (302.37)
Indian subsidaries
ACME Mahbubnagar Solar Energy Private Limited 0.37% 70.18 63.93% (20.29) 0.00% - 64.41% (20.29)
ACME Yamunanagar Solar Power Private Limted 0.37% 70.48 198.93% (63.14) 0.00% - 200.44% (63.14)
ACME Kaithal Solar Power Private Limited 4.11% 781.17 -176.56% 56.04 0.00% - -177.90% 56.04
Devishi Renewable Energy Private Limited 1.07% 203.23 -41.37% 13.13 0.00% - -41.68% 13.13
Devishi Solar Power Private Limited 1.12% 212.42 -42.75% 13.57 0.00% - -43.08% 13.57
Eminent Solar Power Private Limited 1.37% 259.75 -58.60% 18.60 0.00% - -59.05% 18.60
Sunworld Energy Private Limited 1.08% 204.70 -34.97% 11.10 0.00% - -35.24% 11.10
ACME Solar Power Technology Private Limited 4.64% 882.19 -282.86% 89.78 0.00% - -285.02% 89.78
ACME PV Powertech Private Limited 3.59% 681.38 -22.50% 7.14 0.00% - -22.67% 7.14
ACME Solar Energy Private Limited 24.61% 4,676.75 516.60% (163.97) 0.00% - 520.54% (163.97)
ACME Odisha Solar Power Pvt. Ltd. 4.40% 836.73 -105.73% 33.56 -12.50% (0.03) -106.44% 33.53
ACME Raipur Solar Power Pvt. Ltd. 2.60% 493.36 -68.87% 21.86 8.33% 0.02 -69.46% 21.88
ACME Solar Energy (Madhya Pradesh)Pvt. Ltd 3.80% 722.72 32.36% (10.27) 4.17% 0.01 32.57% (10.26)
ACME Solar Technologies (Gujarat) Pvt. Ltd. 2.79% 529.51 -430.09% 136.51 41.67% 0.10 -433.68% 136.61
Dayakara Solar Power Private Limited 4.22% 802.14 -152.80% 48.50 0.00% - -153.97% 48.50
Grahati Solar energy Private Limited 6.71% 1,275.83 -237.33% 75.33 0.00% - -239.14% 75.33
ACME Magadh Solar Power Pvt. Ltd. 1.29% 244.23 -84.56% 26.84 0.00% - -85.21% 26.84
ACME Nalanda Solar Power Pvt. Ltd. 1.81% 343.93 -101.29% 32.15 4.17% 0.01 -102.10% 32.16
ACME Jodhpur Solar power Pvt. Ltd 0.87% 164.53 474.01% (150.45) 0.00% - 477.62% (150.45)
Nirosha Power Private Limited 3.65% 694.00 -346.60% 110.01 -4.17% (0.01) -349.21% 110.00
Vittanath Power Private Limited 10.65% 2,023.54 0.28% (0.09) 0.00% - 0.29% (0.09)
ACME Solar Rooftop Systems Private Limited 3.59% 682.60 -157.56% 50.01 -4.17% (0.01) -158.73% 50.00
Mihit Solar Power Private Limited 8.70% 1,652.59 -384.72% 122.11 0.00% - -387.65% 122.11
ACME Deoghar Solar Power Private Limited 6.75% 1,282.24 0.50% (0.16) -8.33% (0.02) 0.57% (0.18)
ACME Rewa Solar Energy Private Limited 0.47% 88.79 558.48% (177.26) 0.00% - 562.73% (177.26)
Aarohi Solar Private Limited 0.38% 71.41 306.68% (97.34) 0.00% - 309.02% (97.34)
Niranjana Solar Energy Private Limited -0.08% (14.41) 146.00% (46.34) 0.00% - 147.11% (46.34)
ACME Vijayapura Solar Energy Private Limited 4.28% 813.33 -203.72% 64.66 0.00% - -205.27% 64.66
ACME Koppal Solar Energy Private Limited 4.17% 792.02 -172.78% 54.84 0.00% - -174.10% 54.84
ACME Babadham Solar Power Private Limited 4.48% 851.76 -225.74% 71.65 0.00% - -227.46% 71.65
Vishwatma Solar Energy Private Limited 0.67% 127.60 129.05% (40.96) 0.00% - 130.03% (40.96)
Dayanidhi Solar Power Private Limited 0.67% 127.09 167.49% (53.16) 0.00% - 168.76% (53.16)
ACME Jaisalmer Solar Power Private Limited 0.12% 22.39 128.26% (40.71) 0.00% - 129.24% (40.71)
ACME Kittur Solar Energy Private Limited 0.58% 110.25 -0.91% 0.29 0.00% - -0.92% 0.29
Acme Sidlaghatta Solar Energy Private Limited 0.74% 140.51 28.54% (9.06) 0.00% - 28.76% (9.06)
ACME Guledagudda Solar Energy Private Limited 0.73% 138.12 -48.36% 15.35 0.00% - -48.73% 15.35
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
In Rs. million unless otherwise stated
'Net assets i.e. total assets Share in other comprehensive Share in total comprehensive
Share in profit or loss
minus total liabilities income income
Name of the entity As % of As % of As % of As % of
Amount Amount Amount Amount
consolidated consolidated consolidated consolidated
(Rs.) (Rs.) (Rs.) (Rs.)
net assets* net assets net assets net assets
ACME Hukkeri Solar Energy Private Limited 0.61% 115.78 -7.34% 2.33 0.00% - -7.40% 2.33
ACME Kudligi Solar Energy Private Limited 0.61% 115.93 27.28% (8.66) 0.00% - 27.49% (8.66)
ACME Sandur Solar Energy Private Limited 0.70% 132.69 2.02% (0.64) 0.00% - 2.03% (0.64)
ACME Phalodi Solar Energy Private Limited 6.49% 1,233.29 1.17% (0.37) 0.00% - 1.17% (0.37)
ACME Raisar Solar Energy Private Limited 10.34% 1,965.34 0.32% (0.10) 0.00% - 0.32% (0.10)
ACME Dhaulpur Powertech Private Limited 10.34% 1,964.80 0.13% (0.04) 12.50% 0.03 0.03% (0.01)
ACME Heergarh Powertech Private Limited 6.50% 1,234.99 590.14% (187.31) 0.00% - 594.63% (187.31)
ACME Aklera Power Technology Private Limited 10.64% 2,022.90 2.05% (0.65) 0.00% - 2.06% (0.65)
Acme Renewable Solutions Private Limited -0.01% (1.23) 0.13% (0.04) 0.00% - 0.13% (0.04)
Acme Urja Private Limited -0.01% (1.23) 0.13% (0.04) 0.00% - 0.13% (0.04)
Acme Surya Modules Private Limited -0.01% (1.23) 0.13% (0.04) 0.00% - 0.13% (0.04)
ACME Eco Clean Energy Private Limited -0.01% (1.20) 0.09% (0.03) 0.00% - 0.10% (0.03)
Acme Sun Power Private Limited 0.00% 0.02 0.13% (0.04) 0.00% - 0.13% (0.04)
Acme Pokhran Solar Private Limited -0.02% (3.56) 0.09% (0.03) 0.00% - 0.10% (0.03)
ACME Sikar Solar Private Limited 0.00% (0.32) 0.09% (0.03) 0.00% - 0.10% (0.03)
ACME Urja Two Private Limited (formerly known as ACME 0.00% 0.02 0.13% (0.04) 0.00% - 0.13% (0.04)
Pushkar Solar Private Limited)
ACME Urja One Private Limited (formerly known as ACME -0.02% (3.55) 11.37% (3.61) 0.00% - 11.46% (3.61)
Barmer Solar Private Limited)
Acme Surya Power Private Limited 0.00% 0.02 0.13% (0.04) 0.00% - 0.13% (0.04)
Acme Solartech Private Limited 0.00% 0.07 0.09% (0.03) 0.00% - 0.10% (0.03)
Acme Surya Energy Private Limited 0.00% 0.07 0.09% (0.03) 0.00% - 0.10% (0.03)
Acme Renewable Resources Private Limited 0.00% 0.07 0.09% (0.03) 0.00% - 0.10% (0.03)
54,657.46 (302.15) 0.24 (301.91)
Intercompany elimination and consolidation adjustments -187.59% (35,651.83) -851.95% 270.41 0.00% - -858.44% 270.41
Total 100.00% 19,005.63 100.00% (31.74) 100.00% 0.24 100.00% (31.50)
ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited)
CIN - U40106HR2015PLC102129
Notes to Consolidated Financial Statements for the year ended 31 March 2024
50 Capitalisation of expenditure
The expenditure incidental to the setting up of the project is included in capital work in progress (CWIP) which is apportioned to the assets on
completion of the project and commencement of commercial operations. The Group has capitalised the following expenses to the cost of
property, plant and equipment/ capital work-in-progress:
In Rs. million unless otherwise stated
Particulars 31 March 2024 31 March 2023
Opening balance 1,482.78 957.96
Insurance expense 89.79 72.25
Legal and professional fees 24.13 19.99
Transmission line expenses 9.30 12.49
Land development expenses - 2.06
Job processing and other machining charges 1.23 2.36
Employee benefit expenses 10.23 144.94
Rates and taxes 21.08 4.64
Finance cost (net of interest income on fixed deposit) 1,101.57 482.03
Miscellaneous expenses (0.01) 3.50
Interest on deferred duty liability (51.48) 11.76
Project management expenses 94.74 23.52
Amortisation of right of use assets 371.90 178.06
Project expenses - 6.14
Total 3,155.26 1,921.70
Less: transfer to property, plant and equipment (1,449.14) (438.92)
Net amount included in capital work in progress 1,706.12 1,482.78
51 Ind AS 116 - Leases
The Group has lease agreement usually for a period of 25-28 years with individuals for land and solar park developers. With the exception of
short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease
liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublease the asset to another party, the right-of-
use asset can only be used by the Group. The Group is prohibited from selling or pledging the underlying leased assets as security.
57 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014
inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use
only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of
account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Group uses an accounting software (SAP HANA) for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the accounting software. However, the audit trail feature is not enabled at database level for
accounting software SAP HANA to log any direct data changes for users with certain privileged access rights. Further there is no instance of audit trail feature being
tampered with in respect of the accounting software where such feature is enabled.
Presently, the log is enabled at the application level and the privileged access to HANA database continues to be restricted to limited set of users who necessarily
require this access for maintenance and administration of the database.
58 Additional regulatory disclosure
a) The Group has not been declared as wilful defaulter by any bank or financial institution or any other lender.
b) The Group does not have any charges or satisfaction, which is yet to be registered with Registrar of Companies, beyond the statutory period prescribed under the
Companies Act, 2013 and the rules made thereunder.
c) The Group has not entered into any transaction which has not been recorded in the books of account, that has been surrendered or disclosed as income during the year
in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
d) The company has not traded or invested in crypto currency or virtual currency during the year.
e) The Group does not have any Benami property and further, no proceedings have been initiated or are pending against the Group, in this regard.
f) The Group has not entered into any transactions with struck off companies, as defined under the Companies Act, 2013 and rules made thereunder.
g) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that
the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
h) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing
or otherwise) that the Group shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.