Provisions are recognised only when there is apresent obligation, as a result of past events, andmeasured at the estimated expenditure requiredto settle the present obligation, based on the mostreliable evidence available at the reporting date,including the risks and uncertainties associatedwith the present obligations as a whole.Provisions are discounted to their present values,where the time value of money is material. Whendiscounting is used, the increase in the provisiondue to the passage of time is recognised asa finance cost. The expense relating to anyprovision is presented in the Statement of Profitand Loss net of any reimbursement.
Any reimbursement that the Company is virtuallycertain to collect from a third party with respectto the obligation is recognised as a separateasset. However, this asset may not exceed theamount of the related provision.
No liability is recognised if an outflow of economicresources as a result of present obligations is
not probable. Such situations are disclosedas contingent liabilities unless the outflow ofresource is remote.
Contingent liabilities are disclosed by way ofnote unless the possibility of outflow is remote.Contingent assets are neither recognised nordisclosed. However, when realisation of income isvirtually certain, related asset is recognised
k) Employee benefits
Short-term employee benefits
Liabilities for salaries and wages, includingnonmonetary benefits that are expected to besettled wholly within 12 months after the end of theperiod in which the employees render the relatedservice are classified as short-term employeebenefits. These benefits include salaries andwages, short-term bonus, pension, incentives etc.These are measured at the amounts expectedto be paid when the liabilities are settled. Theliabilities are presented as current employeebenefit obligations in the balance sheet.
Post-employment benefits plans
The Company provides post-employmentbenefits through various defined contributionand defined benefit plans.
Defined contribution plans
The Company pays fixed contribution intoindependent entities in relation to several stateplans and insurances for individual employees.The Company has no legal or constructiveobligations to pay contributions in addition toits fixed contributions, which are recognised asan expense in the period that related employeeservices are received.
Defined benefit plans
Under the Company's defined benefit plans, theamount of pension benefit that an employee willreceive on retirement is defined by reference tothe employee's length of service and final salary.The legal obligation for any benefits remains withthe Company, even if plan assets for fundingthe defined benefit plan have been set aside.Plan assets may include assets specificallydesignated to a long-term benefit fund as well asqualifying insurance policies.
The liability recognised in the balance sheet fordefined benefit plans is the present value of thedefined benefit obligation (DBO) at the reportingdate less the fair value of plan assets.
Management estimates the DBO annuallywith the assistance of independent actuaries.Actuarial gains/losses resulting from
re-measurements of the liability/asset areincluded in other comprehensive income.
Service cost of the Company's defined benefitplan is included in employee benefits expense.Employee contributions, all of which areindependent of the number of years of service,are treated as a reduction of service cost. Netinterest expense on the net defined benefitliability is included in the statement of profitand loss. Gains and losses resulting from re¬measurements of the net defined benefit liabilityare included in other comprehensive income.
Accumulated leave, which is expected to beutilised within the next 12 months, is treated asshort-term employee benefit. The Companymeasures the expected cost of such absencesas the additional amount that it expects topay as a result of the unused entitlement thathas accumulated at the reporting date. TheCompany recognises expected cost of short¬term employee benefit as an expense, when anemployee renders the related service.
The Company treats accumulated leave expectedto be carried forward beyond twelve months, aslong-term employee benefit for measurementpurposes. Such long-term compensatedabsences are provided for based on the actuarialvaluation using the projected unit credit methodat the reporting date. Actuarial gains/losses areimmediately taken to the statement of profit andloss and are not deferred. The obligations arepresented as current liabilities in the balancesheet if the entity does not have an unconditionalright to defer the settlement for at least twelvemonths after the reporting date.
Share Based Payments
The company has granted employee stockoptions to the eligible employees of the company.As per the scheme, on fulfilling of the vestingcondition, the Company will issue its equityshares to the eligible employees.
The cost of equity-settled transactions isdetermined by the fair value of company'sshare at the date when the grant is madeusing an appropriate valuation model. Thatcost is recognised over the period in whichthe performance and/or service conditionsare fulfilled in employee benefits expense. Thecumulative expense recognised for equity-settled transactions at each reporting date untilthe vesting date reflects the extent to which thevesting period has expired and the companiesbest estimate of the number of equity instrumentsthat will ultimately vest. The expense or credit
in the statement of profit and loss for a periodrepresents the movement in cumulative expenserecognised as at the beginning and end of thatperiod and is recognised in employee benefitsexpense. Service and non-market performanceconditions are not taken into account whendetermining the grant date fair value of awards,but the likelihood of the conditions being met isassessed as part of the company's best estimateof the number of equity instruments that willultimately vest. Non-vesting conditions arereflected in the fair value of an award and lead toan immediate expensing of an award unless thereare also service and/or performance conditions.
No expense is recognised for awards thatdo not ultimately vest because non-marketperformance and/or service conditions have notbeen met. Where awards include a market or non¬vesting condition, the transactions are treatedas vested irrespective of whether the market ornon-vesting condition is satisfied, provided thatall other performance and/or service conditionsare satisfied.
When the terms of an equity-settled award aremodified, the minimum expense recognised isthe grant date fair value of the unmodified award,provided the original vesting terms of the awardare met. An additional expense, measured as atthe date of modification, is recognised for anymodification that increases the total fair valueof the share-based payment transaction, or isotherwise beneficial to the employee.
Where an award is cancelled by the entity orby the counterparty, the value of the awardrecognised till date will get reversed from reserveand adjusted through statement of profit or loss.
l) Earnings per share
Basic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders (after deducting attributabletaxes) by the weighted average number of equityshares outstanding during the period. Partly paidequity shares are treated as a fraction of anequity share to the extent that they are entitledto participate in dividends relative to a fullypaid equity share during the reporting period.The weighted average number of equity sharesoutstanding during the period is adjusted forevents such as bonus issue, bonus element ina rights issue, share split and reverse share split(consolidation of shares) that have changed thenumber of equity shares outstanding, without acorresponding change in resources.
For the purpose of calculating diluted earningsper share, the net profit or loss for the periodattributable to equity shareholders and theweighted average number of shares outstandingduring the period are adjusted for the effects ofall dilutive potential equity shares.
m) Investment in subsidiaries
The Company has elected to recognise itsinvestments in subsidiaries at cost in accordancewith the option available in Ind AS 27, 'SeparateFinancial Statements', less accumulatedimpairment loss, if any. Cost represents amountpaid for acquisition of the said investments.
The Company has elected to continue withthe carrying value for all of its investmentsin subsidiaries as recognised in the financialstatements. On disposal of an investment, thedifference between the net disposal proceedsand the carrying amount is charged or creditedto profit or loss. Investment in equity shares ofsubsidiaries and in CCD's which are entirely in thenature of equity, are carried at cost.
n) Investment Properties
I nvestment properties are measured initially atcost, including transaction costs. Subsequentto initial recognition, investment properties arestated at cost less accumulated depreciationand accumulated impairment loss, if any.
The cost includes the cost of replacing partsand borrowing costs for long-term constructionprojects if the recognition criteria are met. Whensignificant parts of the investment propertiesare required to be replaced at intervals, theCompany depreciates them separately basedon their specific useful lives. All other repair andmaintenance costs are recognised in profit orloss as incurred.
I nvestment properties are derecognised eitherwhen they have been disposed of or when they arepermanently withdrawn from use and no futureeconomic benefit is expected from their disposal.The difference between the net disposal proceedsand the carrying amount of the asset is recognisedin profit or loss in the period of derecognition. Indetermining the amount of consideration fromthe derecognition of investment propertiesthe Company considers the effects of variableconsideration, existence of a significantfinancing component, non-cash consideration,and consideration payable to the buyer (if any).Transfers are made to (or from) investmentproperties only when there is a change in use.Transfers between investment property, owner-occupied property and inventories do not change
the carrying amount of the property transferredand they do not change the cost of that propertyfor measurement or disclosure purposes.
o) Inventories
I nventories are stated at the lower of cost andnet realisable value. The cost of inventoriescomprises of all costs of purchase, costs ofconversion and other costs incurred in bringingthe inventories to their present location andcondition. Costs of ordinarily interchangeableitems are assigned using the first in, first out costformula. Net realisable value is the estimatedselling price in the ordinary course of businessless any applicable selling expenses.
p) Assets held for sale
Non-current assets are classified as held forsale if their carrying amount will be recoveredprincipally through a sale transaction ratherthan through continuing use. This condition isregarded as met only when the asset is availablefor immediate sale in its present condition subjectonly to terms that are usual and customaryfor sale of such asset and its sale is highlyprobable. Management must be committed tothe sale, which should be expected to qualifyfor recognition as a completed sale within oneyear from the date of classification. As at eachbalance sheet date, the management reviewsthe appropriateness of such classification.
Non-current assets classified as held for sale aremeasured at the lower of their carrying amountand fair value less costs to sell. The Companytreats sale/distribution of the asset or disposalgroup to be highly probable when:
• the appropriate level of management iscommitted to a plan to sell the asset (ordisposal group),
• an active programme to locate a buyer andcomplete the plan has been initiated (ifapplicable),
• the asset (or disposal group) is being activelymarketed for sale at a price that is reasonablein relation to its current fair value,
• the sale is expected to qualify for recognitionas a completed sale within one year from thedate of classification, and
• actions required to complete the plan indicatethat it is unlikely that significant changes tothe plan will be made or that the plan will bewithdrawn. Property, plant and equipment andintangible assets once classified as held for
sale/distribution to owners are not depreciatedor amortised.
For these purposes, sale transactions includeexchanges of non-current assets for othernon-current assets when the exchange hascommercial substance. The criteria for held forsale classification is regarded met only whenthe assets or disposal group is available forimmediate sale in its present condition, subjectonly to terms that are usual and customary forsales/ distribution of such assets (or disposalgroups), its sale is highly probable; and it willgenuinely be sold, not abandoned.
q) Recent accounting pronouncements
Ministry of Corporate Affairs ("MCA") notifiesnew standards or amendments to the existingstandards under Companies (Indian AccountingStandards) Rules as issued from time to time. MCAhas notified below new standards/amendmentswhich were effective from 1st April, 2024.
Amendments to Ind AS 116 -Lease liability in asale and leaseback
The amendments require an entity to recogniselease liability including variable lease paymentswhich are not linked to index or a rate in a wayit does not result into gain on Right of use assetit retains.
MCA notified Ind AS 117, a comprehensive standardthat prescribe, recognition, measurement anddisclosure requirements, to avoid diversities inpractice for accounting insurance contracts andit applies to all companies i.e., to all "insurancecontracts" regardless of the issuer. However, IndAS 117 is not applicable to the entities which areinsurance companies registered with IRDAI.
The Company has reviewed the newpronouncements and based on its evaluationhas determined that these amendments do nothave a significant impact on these StandaloneFinancial Statements.
When preparing the financial statement,management makes a number of judgements,estimates and assumptions about the recognitionand measurement of assets, liabilities, incomeand expenses.
A deferred tax asset is recognised to the extentthat it is probable that future taxable profitwill be available against which the deductibletemporary differences and tax losses can beutilised. Accordingly, the Company exercisesits judgement to reassess the carrying amountof deferred tax assets at the end of eachreporting period.
Impairment of non-financial assets
In assessing impairment, managementestimates the recoverable amount of each assetor cash-generating units based on expectedfuture cash flows and uses an interest rate todiscount them. Estimation uncertainty relates toassumptions about future operating results andthe determination of a suitable discount rate.
When the fair value of financial assets andfinancial liabilities recorded in the balancesheet cannot be measured based on quoted
prices in active markets, their fair value ismeasured using valuation techniques includingthe Discounted Cash Flow model. The inputs tothese models are taken from observable marketswhere possible, but where this is not feasible, adegree of judgement is required in establishingfair values. Judgements include considerationsof inputs such as liquidity risk, credit risk andvolatility. Changes in assumptions about thesefactors could affect the reported fair value offinancial instruments.
Revenue recognition
For performance obligation satisfied over time,the revenue recognition is done by measuringthe progress towards complete satisfactionof performance obligation. The progress ismeasured in terms of a proportion of actualcost incurred to-date, to the total estimated costattributable to the performance obligation.
The remaining performance obligation disclosure provides the aggregate amount of the transaction priceyet to be recognised as at the end of the reporting period and an explanation as to when the Companyexpects to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, theCompany has not disclosed the remaining performance obligation related disclosures for contracts asthe revenue recognised corresponds directly with the value to the customer of the entity's performancecompleted till the reporting period.
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company'sexposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables andfinancial assets measured at amortised cost. The Company continuously monitors defaults ofcustomers and other counterparties and incorporates this information into its credit risk controls.
a) Credit risk management
i) Credit risk rating
The Company assesses and manages credit risk of financial assets based on followingcategories arrived on the basis of assumptions, inputs and factors specific to the class offinancial assets.
A: Low credit risk on financial reporting dateB: Moderate credit riskC: High credit risk
Based on business environment in which the Company operates, there have been no defaultson financial assets of the Company by the counterparty. Loss rates reflecting defaults arebased on actual credit loss experience and considering differences between current andhistorical economic conditions.
Assets are written off when there is no reasonable expectation of recovery, such as a debtordeclaring bankruptcy or a litigation decided against the Company. The Company continuesto engage with parties whose balances are written off and attempts to enforce repayment.There have been no cases of write off with the Company.
The credit risk for cash and cash equivalents and other bank balances is considerednegligible, since the counterparties are reputable banks with high quality external creditratings. Loan is given to related parties within the Group. Accordingly, credit risk for loan isconsidered negligible.
(b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associatedwith its financial liabilities that are settled by delivering cash or another financial asset. The Company'sapproach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity tomeet its liabilities when they are due.
Management monitors rolling forecasts of the Company's liquidity position and cash and cashequivalents on the basis of expected cash flows. The Company takes into account the liquidity of themarket in which the Company operates.
The following are the remaining contractual maturities of financial liabilities at the reporting date. Theamounts are gross and undiscounted, and include estimated interest payments, where applicable.
The Company does not have any other price risk than interest rate risk and foreign currency riskas disclosed above.
Capital management
For the purpose of the Company's capital management, capital includes issued equity capital,share premium and all other equity reserves attributable to the equity holders of the parent. Theprimary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes ineconomic conditions and the requirements of the financial covenants. To maintain or adjust thecapital structure, the Company may adjust the dividend payment to shareholders, return capitalto shareholders or issue new shares. The Company monitors capital using a gearing ratio, which
a. Disputed demand for income tax includes a dispute of INR 4.54 million (31st March 2024: INR 4.54 million) forassessment year 2018-19 between Athena Karnal Solar Power Private Limited and income tax departmentin relation to addition in interest income. The Company had sold Athena Karnal Solar Power Private Limitedto private equity in FY 2021 and had provided indemnity for any tax demands arising for years upto saledate. 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 theevaluation of the case, the management is of the view that it is more likely than not that matter will bedecided in favor of Athena Karnal Solar Power Private Limited and accordingly, no provision is required.The Company had deposited INR 0.91 million (31st March 2024: INR 0.91 million) under protest while filing thesaid appeal.
b. The Company had entered into an agreement with ACME Chittorgarh Solar Power Pvt. Ltd. for supplyingPhotovoltaic modules, inverters and other parts for setting up of Solar Power Generating System and the saidgoods were covered by the entry no. 234 of notification no. 01/2017- CT (Rate) and the company discharged5% GST rate on the supplies made. On 16th November 2021, Anti-evasion team visited the premises of theCompany. Subsequent to visit, department issued a notice dated 31th January 2022, wherein it has beenalleged that the goods have been wrongly classified as parts of Solar Power Generating System anddifferential GST of INR 18.08 million need to be paid by the Company. During the year, the order has beenissued by Officer of Commissioner, CGST and Central Excise Jodhpur, for dropping of demand and relatedinterest and penalty.
c. The Company has filed a Petition under Section 79(l)(c) and 79(l)(f) of the Electricity Act, 2003 challengingCTUIL email and letter dated 25th June 2024 and 20th August 2024, respectively whereunder the one-timeGNA charges of INR 120 million (31st March 2024: Nil) (on the basis of calculation @ INR One Lakh per MW for 3x 400 MW solar projects) for the 1200 MW solar projects in Fatehgarh, Rajasthan being set up by Company'ssubsidiaries i.e., ACME Raisar Solar Energy Private Limited, ACME Phalodi Solar Energy Private Limited, ACMEDeoghar Solar Power Private Limited and ACME Dhaulpur Powertech Private Limited, has been demandedfrom the Company under Regulation 22.2(d) and Regulation 40.2 of the CERC (Connectivity and GeneralNetwork Access to the inter-State Transmission System) Regulations, 2022. Based on the evaluation of thematter, the management is of the view that it is more likely then not that the matter will be decided in thefavour of the Company.
d. The Company has filed a Petition under Section 79(1)(c) and 79(1)(f) of the Electricity Act, 2003 challengingCTUIL email and letter dated 7th May 2024 and 20th August 2024, respectively whereunder the one-timeGNA charges of INR 30 million (31st March 2024: Nil) (on the basis of calculation @ INR One Lakh per MW) forthe Connectivity at Bikaner-II has been demanded from ASHL for the 300 MW Solar Project being set up byCompany's subsidiary i.e., ACME Sikar Solar Private Limited under Regulation 22.2(d) and Regulation 40.2 ofthe CERC (Connectivity and General Network Access to the inter- State Transmission System) Regulations,2022. Based on the evaluation of the matter, the management is of the view that it is more likely then notthat the matter will be decided in the favour of the Company.
Contributions are made to the recognised provident and family pension fund, cover all eligible employees underapplicable Acts. Both the employees and the Company make pre-determined contributions to the providentfund. The contributions are normally based upon a proportion of the employee's salary. The Company hasrecognised an amount of INR 55.01 million (31st March 2024: INR 23.77 million) towards employer's contribution inprovident fund and other funds in the statement of profit and loss.
Defined benefit obligation
Provision for gratuity, payable to eligible employees on retirement/separation, is based upon an actuarialvaluation as at the balance sheet date. Major drivers in actuarial assumptions, typically, are years of serviceand employee compensation. The obligations are actuarially determined using the 'Projected Unit CreditMethod' as at the balance sheet date. Gains/ losses on changes in actuarial assumptions are accounted inOther Comprehensive Income as identified by the management of the Company.
Other long term employee benefits
Provision for compensated absences, payable to eligible employees on ailment/ retirement/ separation,is based upon an actuarial valuation as at the balance sheet date. Major drivers in actuarial assumptions,typically, are years of service and employee compensation. The obligation are actuarially determinedusing the 'Projected Unit Credit Method' as at the balance sheet date. Gains/ losses on changes in actuarialassumptions are accounted in Other Comprehensive Income.
Reasons for variance
♦Increase in current assets lead to increase in the ratio. Current assets has increased as loan to subsidiaries which are repayableon demand has increased against IPO proceeds.
$ Increase in debt service due to fresh issue of shares at premium during IPO resulting into decrease in ratio.
% Increase in equity due to fresh issue of shares at premium during IPO resulting into decrease in ratio.
A Due to increase in sale, the ratio has been increased.
** Profit during the current year decreased resulting into decrease in the ratio.
(a) Earning for Debt Service = Net Profit after taxes Non-cash operating expenses like depreciation and otheramortisations Interest other adjustments like loss on sale of Fixed assets etc.
Debt service = Interest & Lease Payments Principal Repayments
Net Profit after tax" means reported amount of "Profit/(loss) for the period" and it does not include items ofother comprehensive income.
(b) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability
b) The Company has not been declared as wilful defaulter by any bank or financial institution or any otherlender.
c) The Company does not have any charges or satisfaction, which is yet to be registered with Registrarof Companies, beyond the statutory period prescribed under the Companies Act, 2013 and the rulesmade thereunder.
d) The Company 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 theIncome Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
e) The Company has not traded or invested in crypto currency or virtual currency during the year.
f) The Company does not have any Benami property and further, no proceedings have been initiated or arepending against the Company, in this regard.
g) The Company has not entered into any transactions with struck off companies, as defined under theCompanies Act, 2013 and rules made thereunder.
h) The Company 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 byor on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
i) The Company 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 Company shall:
During the previous year, on 28th December 2023, Company had signed a Binding offer with Acme SolarEnergy Pvt. Ltd. (""Purchaser"") to sell its 100% investments in Equity shares and Debentures in its 5 subsidiariescompanies naming Aarohi Solar Pvt. Ltd., Dayanidhi Solar Power Pvt. Ltd., Acme Jaisalmer Solar Power Pvt.Ltd., Niranjana Solar Energy Pvt. Ltd., Vishwatma Solar Energy Pvt. Ltd. Purchaser paid INR 3895.44 million toCompany as advance towards consideration, which would have been decided later based on Net Asset Valueprovided by chartered accountant/registered valuer/ merchant banker.
During the previous year, on 29 March 2024, both the parties agreed to decline this binding offer due to nonagreement on the valuation of shares to be sold, due to which Company had to return the advance receivedtowards consideration to Purchaser within 60 days of declining of offer. Company has repaid INR 631.40 millionupto 31st March 2024 and balance amount of INR 3,264.04 million has been repaid in current year.
During the earlier year, investment in equity instruments of the subsidiary company have been classified asassets held for sale pursuant to management's intention to sell. The Company has entered into sale purchaseagreement ("SPA") with a private equity fund for sale of its 100% investment in equity share of above mentionedsubsidiary company.
The assets classified as held for sale have been accounted at lower of carrying amount and fair value lesscosts to sell. The fair value of investment classified as assets held for sale has been determined based on theSPA entered with the private equity fund.
The carrying value and fair value less cost to sell of investment in above mentioned subsidiary companyclassified as assets held for sale is detailed below:
(i) Description of share based payment arrangementsShare based payment reserve
The ESOP 2024 authorise the maximum number of options that can be granted under this Scheme shallnot exceed 15,666,237 Options to the Employees in one or more tranches, from time to time, which inaggregate shall be, exercisable into not more than 15,666,237 Shares, with each such Option conferringa right upon the Employees to apply for one share in the Company to be transferred by the Trust uponExercise thereof, in accordance with the terms and conditions as may be decided under the Scheme.Trust" means 'ACME Employees Welfare Trust, to be set up by the Company for the benefit of the Employeesand which may from time to time administer ESOP 2024 and hold cash, purchase/hold/sell/transfer Sharesor other securities of the Company for the purposes of the ESOP 2024.
The options granted under the Scheme shall vest not earlier than minimum period of 1 year and not laterthan maximum period of 4 years from the Grant Date. The Committee at its discretion may grant Optionspecifying Vesting Period ranging from minimum and maximum period as aforestated.
The Exercise Period in respect of the Vested Option shall be subject to a maximum period of 5 years fromthe date of Vesting of Options. The Grantees can exercise all or part of the Vested Options within theExercise Period.
The Exercise Price per Option shall be as determined by the Committee and as set out in the grant Letterand shall not be less than the face value of the Shares and may be up to the Market Price of the Shares, ason the grant date."
(iii) During the previous year ended 31st March 2024, the Company has sold investment in 11,544 OptionallyConvertible redeemable Preference Shares of ACME Hisar Solar Power Private Limited, ACME Bhiwadi SolarPower Private Limited and ACME Karnal Solar Power Private Limited each , 3,339 Optionally Convertibleredeemable Preference Shares of ACME Jaipur Solar Power Private Limited and 215,335 Optionallyconvertible debentures of ACME Jaipur Solar Power Private Limited to private equity.
(vi) Deferred consideration
During the earlier year, 100% investment in equity instruments and compulsory convertible debentures ofsubsidiary company, namely ACME Chittorgarh Private Limited were sold to the private equity funds.
Deferred consideration on above investment was dependent on conditions precedent as agreed in therespective share purchase agreement. The Company is confident to meet all the conditions precedentas mentioned in the said agreement and is confident that the balance amount of INR 236.25 million (31stMarch 2024: INR 235.91 million) is fully recoverable.
The Company is engaged in the business of engineering, procurement and construction of solar plants andrelated activities. Chief Operating Decision Maker (CODM) reviews the financial information of the Companyas a whole for decision-making and accordingly the Company has a single reportable segment. Further,the operations of the Company are limited within one geographical segment. Hence, no further disclosureis required to be made. The details relating to revenue from customers exceeding 10% of total revenue fromoperation, if any is shown under note 29.
The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso toRule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules2021 requiring companies, which uses accounting software for maintaining its books of account, shall use onlysuch accounting software which has a feature of recording audit trail of each and every transaction, creatingan edit log of each change made in the books of account along with the date when such changes were madeand ensuring that the audit trail cannot be disabled.
The Company uses an accounting software (SAP HANA) for maintaining its books of account which has afeature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevanttransactions recorded in the accounting software. However, the audit trail feature is not enabled at databaselevel for accounting software SAP HANA to log any direct data changes for users with certain privileged accessrights. Further there is no instance of audit trail feature being tampered with in respect of the accountingsoftware where such feature is enabled. Additionally, the audit trail has been preserved by the company as perstatutory requirement for record retention.
Presently, the log is enabled at the application level and the privileged access to HANA database continues tobe restricted to limited set of users who necessarily require this access for maintenance and administrationof the database.
(i) During the previous year, the Board of Directors of Company at their meeting held on 15th June 2023, hadapproved composite scheme of arrangement (""the Scheme"") pursuant to the provisions of Sections230 to 232 of the Companies Act, 2013 ("Act") read with other applicable provisions of the Act and rules asapplicable, with appointed date of 1st April 2023, proposed:
a) Demerger of Solar and Wind Business (hereinafter referred to as "Demerged Undertaking" or "Solar andWind Business") belonging to M/s ACME Solar Holdings Limited ("Demerged Company" or "TransferorCompany") with and into M/s ACME Cleantech Solutions Private Limited ("Resulting Company") on agoing concern basis.
b) Amalgamation of M/s ACME Solar Holdings Limited ("Demerged Company" or "Transferor Company")with its Remaining Business, with and into M/s MKU Holdings Private Limited ("Transferee Company").
Upon the Scheme becoming effective, the Transferor Company/ the Company shall after giving effectto the Scheme stand dissolved, without further process of winding-up. Consequently, the Companyhad filed an application with the Hon'ble National Company Law Tribunal (Hon'ble Tribunal), postshareholders' approval. The applicability of the Scheme was subject to regulatory and other approvals.
The Board of Director of the Company at their meeting held on 27th May 2024, has approved theresolution to withdraw the Scheme amongst M/s MKU Holding Private Limited, M/s ACME CleantechSolutions Private Limited and M/s ACME Solar Holdings Limited, filed before the Hon'ble Tribunal. On 29thMay 2024, the Company has filed an applicable before the Hon'ble Tribunal to withdraw the Schemewhich was accepted by the Hon'ble Tribunal and post hearing the Scheme stand disposed off.
(ii) The Company in its board meeting held on 22nd June 2024 has approved the "Initial Public Offering (IPO)"of its equity shares of face value of INR 2 each which may include primary infusion through fresh issueof equity shares and an offer for sale of equity shares by certain existing shareholders of the Company.Further, the Company has increased its authorised equity shares from 1,000,000,000 equity shares of INR10 each to 5,000,000,000 equity shares of INR 2 each.
During the year, the Company has completed an IPO. The equity shares of the Company were listed on BSELimited ('BSE') and National Stock Exchange of India Limited ('NSE') on 13th November 2024. Refer note 18 forfurther details.
On 25th April 2025, the Board of Directors of the Company declared an interim dividend of INR 0.20 pershare, amounting to a total of INR 121.02 million, in respect of the ended 31st March 2025. This dividend wasdeclared subsequent to the reporting period and has not been recognised as a liability in these standalonefinancial statements.
Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in thefinancial statements have been rounded off or truncated as deemed appropriate by company.
For Walker Chandiok & Co LLP For S. Tekriwal & Associates For and on behalf of the Board of Directors
Chartered Accountants Chartered Accountants Manoj Kumar Upadhyay Nikhil Dhingra
Firm's Registration No.: 001076N/ Firm Registration No.: 009612N Chairman and Managing Director Whole Time Director and
N500013 DIN No. 01282332 Chief Executive Officer
DIN No. 07835556
Anamitra Das Shishir Tekriwal Purushottam Kejriwal Rajesh Sodhi
Partner Partner Chief Financial Officer Company Secretary
Membership No. 062191 Membership No. 088262
Place: Gurugram Place: New Delhi Place: Gurugram
Date: 19th May 2025 Date: 19th May 2025 Date: 19 May 2025