1. We have audited the accompanying standalonefinancial statements of ACME Solar HoldingsLimited (formerly known as ACME Solar HoldingsPrivate Limited) ('the Company'), which comprisethe Standalone Balance Sheet as at 31st March2025, the Standalone Statement of Profit andLoss (including Other Comprehensive Income),the Standalone Statement of Cash Flow andthe Standalone Statement of Changes inEquity for the year then ended, and notes tothe standalone financial statements, includingmaterial accounting policy information andother explanatory information.
2. I n our opinion and to the best of our informationand according to the explanations given to us, theaforesaid standalone financial statements givethe information required by the Companies Act,2013 ('the Act') in the manner so required and givea true and fair view in conformity with the IndianAccounting Standards ('Ind AS') specified undersection 133 of the Act read with the Companies(Indian Accounting Standards) Rules, 2015 andother accounting principles generally acceptedin India, of the state of affairs of the Company asat 31st March 2025, and its profit (including othercomprehensive income), its cash flows and thechanges in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with theStandards on Auditing specified under section143(10) of the Act. Our responsibilities under thosestandards are further described in the Auditor'sResponsibilities for the Audit of the StandaloneFinancial Statements section of our Report. Weare independent of the Company in accordancewith the Code of Ethics issued by the Institute ofChartered Accountants of India ('ICAI') togetherwith the ethical requirements that are relevant toour audit of the standalone financial statementsunder the provisions of the Act and the rulesthereunder, and we have fulfilled our otherethical responsibilities in accordance with theserequirements and the Code of Ethics. We believethat the audit evidence we have obtained issufficient and appropriate to provide a basis forour opinion.
Key Audit Matters
4. Key audit matters are those matters that, inour professional judgement, were of mostsignificance in our audit of the standalonefinancial statements of the current period. Thesematters were addressed in the context of ouraudit of the standalone financial statementsas a whole, and in forming our opinion thereon,and we do not provide a separate opinion onthese matters.
5. We have determined the matters described belowto be the key audit matters to be communicatedin our Report.
Key audit matters
How our audit addressed the key audit matters
Related party transactions
Refer note 38 to the standalone financial statements inrelation to related party transactions and balances.
The Company has entered into several transactions withrelated parties during the year ended 31st March 2025 andalso has outstanding balances as at the year-end.
The Company's related party transactions comprise ofinvestments made in subsidiaries, loans received/givenduring the year and interest expense/income thereupon,rendering of engineering, procurement and constructionservices and operational and maintenance services,provision of reimbursements of expenses, corporateguarantee given amongst others.
Our audit procedures in relation to related party transactions
included, but were not limited to the following:
• Obtained an understanding of management's processesand procedures in respect of identifying related parties,obtaining approval, recording and disclosing related partytransactions;
• Evaluated the design and tested the operating effectivenessof key internal financial controls in relation to identificationand disclosure of related party relationships andtransactions and arm's length price assessment;
• Assessed the compliance with the relevant provisions of theAct and the SEBI Listing Regulations, including authorisationand approvals as specified in Section 177 and Section 188of the Act with respect to the related party transactions, asapplicable;
• Assessed the professional competence and objectivity ofthe management's expert and obtained managementexpert's report on arm's length analysis for related partytransactions and also evaluated the compliance with IndianTransfer Pricing Regulations by involving an auditor's expertand comparing such contracts with market available data;
Considering the risk with respect to accuracy and
•
On a sample basis, inspected relevant ledgers, agreements,
completeness of related party transactions and
confirmation letters and other information that may indicate
disclosures made in the standalone financial statements
the existence of related party relationships or transactions.
in accordance with Ind AS 24 "Related Party Disclosures"
We also assessed the completeness of related parties with
due to volume of such transactions, compliance with
reference to the various statutory registers and declarations
applicable statutory regulations governing such related
maintained by the Company's management; and
party transactions such as the Companies Act, 2013 ('the
Evaluated the appropriateness and adequacy of disclosures
Act'), and Securities and Exchange Board of India (Listing
given in the standalone financial statements in accordance
Obligations and Disclosure Requirements) Regulations
with applicable accounting standards.
2015 ('the SEBI Listing Regulations') and the judgements
involved in assessing whether transactions with related
parties are undertaken at an arms' length, we have
considered related party transactions as a key audit
matter for the current year audit.
Impairment assessment of carrying values of
Our audit procedures in relation to impairment assessment
investments in and loans given to subsidiaries
of
the carrying values of investments in and loans given to
Refer note 2.l(m) and 2.1(g) in material accounting policy
subsidiaries included, but were not limited to the following:
information and note 5 and 15 in notes forming part of
Obtained an understanding of the management's process
standalone financial statements in relation to investments
for identification of impairment indicators for investments
in and loans to subsidiaries.
and significant increase in credit risk of loans, and evaluated
As at 31st March 2025, the Company has investments
the design and tested the operating effectiveness of key
in and loans given to subsidiaries aggregating to INR
internal financial controls relating to such process;
65,399.48 million, which constitutes 75.25% of the total
Evaluated the Company's accounting policies with respect
assets of the Company.
to impairment assessment and assessed its compliance
At each period end, the management reviews whether
with the requirements of Ind AS 36 and Ind AS 109;
any impairment indicators exist in the carrying value of
Obtained the management's assessment on impairment
investments, in accordance with the requirements of Ind
indicators around the recoverability of investment in and
AS 36, "Impairment of Assets" ('Ind AS 36'), and whether
loans given to subsidiaries and tested the mathematical
there is any significant increase in credit risk in loans
accuracy of the underlying calculations and traced such
receivables in accordance with the requirements of Ind
information to source financial information relating to
AS 109, "Financial instruments" ('Ind AS 109'). In respect of
subsidiary companies;
investments and loans where impairment indicators are
For cases where impairment indicators presents, obtained
identified or significant increase in credit risk is noted, the
the impairment assessment working from the management
management performs a detailed impairment test by
and tested the arithmetical accuracy of valuation model and
determining the recoverable value of such balances.
traced the future cash flow projections used for determining
As at 31st March 2025, the carrying value of investment
recoverable amount with the approved business plans and
in 9 subsidiaries was higher than their net worth, which
signed PPAs entered with the customers;
has been identified as an impairment indicator by the
Performed sensitivity analysis of the key assumptions,
management in accordance with Ind AS 36.
including the discount rate applied in determining the
The management has estimated the recoverable
recoverable value to evaluate the possible variation on the
amount of its investment in such subsidiaries using the
current recoverable amount to ascertain the sufficiency of
'Discounted Cash Flow valuation model'. The future cash
headroom available;
flows were projected based on the Power Purchase
Reviewed the regularity of repayment of principal and
Agreements (PPAs) entered with the customers for a
payments of interest as per terms of the agreement relating
long term and the present value of such cash flows were
to loans given to the subsidiary companies; and
derived using a discount rate.
As per such assessment done by the management, no
further adjustments are required to the carrying value of
the investments in and loans given to such subsidiaries
as at 31st March 2025.
Considering the significance of aforesaid balances to the
overall financial statements, the large number of entities
and degree of judgement involved in assumptions used
for the computation of the recoverable amount, we have
considered impairment assessment of carrying value of
investments in and loans given to subsidiaries as a key
audit matter for the current year audit.
Information other than the Standalone Financial
Statements and Auditor's Report thereon
6. The Company's Board of Directors are responsiblefor the other information. The other informationcomprises the information included in the AnnualReport, but does not include the standalonefinancial statements and our auditor's reportthereon. The Annual Report is expected to bemade available to us after the date of thisauditor's report.
Our opinion on the standalone financialstatements does not cover the other informationand we will not express any form of assuranceconclusion thereon.
I n connection with our audit of the standalonefinancial statements, our responsibility is to readthe other information identified above when itbecomes available and, in doing so, considerwhether the other information is materiallyinconsistent with the standalone financialstatements or our knowledge obtained in the auditor otherwise appears to be materially misstated.
When we read the Annual Report, if we concludethat there is a material misstatement therein, weare required to communicate the matter to thosecharged with governance.
Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements
7. The accompanying standalone financialstatements have been approved by theCompany's Board of Directors. The Company'sBoard of Directors are responsible for the mattersstated in section 134(5) of the Act with respectto the preparation and presentation of thesestandalone financial statements that give a trueand fair view of the financial position, financialperformance including other comprehensiveincome, changes in equity and cash flows of theCompany in accordance with the Ind AS specifiedunder section 133 of the Act and other accountingprinciples generally accepted in India. Thisresponsibility also includes maintenance ofadequate accounting records in accordancewith the provisions of the Act for safeguarding ofthe assets of the Company and for preventingand detecting frauds and other irregularities;selection and application of appropriateaccounting policies; making judgements andestimates that are reasonable and prudent; anddesign, implementation and maintenance ofadequate internal financial controls, that wereoperating effectively for ensuring the accuracyand completeness of the accounting records,
relevant to the preparation and presentation ofthe financial statements that give a true and fairview and are free from material misstatement,whether due to fraud or error.
8. In preparing the standalone financial statements,the Board of Directors is responsible for assessingthe Company's ability to continue as a goingconcern, disclosing, as applicable, mattersrelated to going concern and using the goingconcern basis of accounting unless the Board ofDirectors either intends to liquidate the Companyor to cease operations, or has no realisticalternative but to do so.
9. The Board of Directors is also responsiblefor overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the
Standalone Financial Statements
10. Our objectives are to obtain reasonableassurance about whether the standalonefinancial statements as a whole are free frommaterial misstatement, whether due to fraud orerror, and to issue an auditor's report that includesour opinion. Reasonable assurance is a high levelof assurance, but is not a guarantee that anaudit conducted in accordance with Standardson Auditing will always detect a materialmisstatement when it exists. Misstatements canarise from fraud or error and are consideredmaterial if, individually or in the aggregate, theycould reasonably be expected to influence theeconomic decisions of users taken on the basisof these standalone financial statements.
11. As part of an audit in accordance with Standardson Auditing, specified under section 143(10) ofthe Act we exercise professional judgement andmaintain professional scepticism throughout theaudit. We also:
• Identify and assess the risks of materialmisstatement of the standalone financialstatements, whether due to fraud or error,design and perform audit proceduresresponsive to those risks, and obtain auditevidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of notdetecting a material misstatement resultingfrom fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, orthe override of internal control;
• Obtain an understanding of internal controlrelevant to the audit in order to design auditprocedures that are appropriate in the
circumstances. Under section 143(3)(i) of theAct we are also responsible for expressingour opinion on whether the Company hasadequate internal financial controls withreference to financial statements in place andthe operating effectiveness of such controls;
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by management;
• Conclude on the appropriateness of Board ofDirectors' use of the going concern basis ofaccounting and, based on the audit evidenceobtained, whether a material uncertaintyexists related to events or conditions thatmay cast significant doubt on the Company'sability to continue as a going concern. If weconclude that a material uncertainty exists,we are required to draw attention in ourauditor's report to the related disclosuresin the standalone financial statements or, ifsuch disclosures are inadequate, to modifyour opinion. Our conclusions are based onthe audit evidence obtained up to the date ofour auditor's report. However, future events orconditions may cause the Company to ceaseto continue as a going concern; and
• Evaluate the overall presentation, structure andcontent of the standalone financial statements,including the disclosures, and whether thestandalone financial statements representthe underlying transactions and events in amanner that achieves fair presentation.
12. We communicate with those charged withgovernance regarding, among other matters,the planned scope and timing of the auditand significant audit findings, including anysignificant deficiencies in internal control that weidentify during our audit.
13. We also provide those charged with governancewith a statement that we have compliedwith relevant ethical requirements regardingindependence, and to communicate withthem all relationships and other mattersthat may reasonably be thought to bear onour independence, and where applicable,related safeguards.
14. From the matters communicated with thosecharged with governance, we determine thosematters that were of most significance in theaudit of the standalone financial statements ofthe current period and are therefore the key auditmatters. We describe these matters in our auditor'sreport unless law or regulation precludes public
disclosure about the matter or when, in extremelyrare circumstances, we determine that a mattershould not be communicated in our Reportbecause the adverse consequences of doing sowould reasonably be expected to outweigh thepublic interest benefits of such communication.
Report on Other Legal and Regulatory
Requirements
15. As required by section 197(16) of the Act, based onour audit, we report that the Company has paidremuneration to its directors during the year inaccordance with the provisions of and limits laiddown under section 197 read with Schedule V tothe Act.
6. As required by the Companies (Auditor's Report)Order, 2020 ('the Order') issued by the CentralGovernment of India in terms of section 143(11) ofthe Act we give in the Annexure A a statement onthe matters specified in paragraphs 3 and 4 ofthe Order, to the extent applicable.
7. Further to our comments in Annexure A, asrequired by section 143(3) of the Act based on ouraudit, we report, to the extent applicable, that:
a) We have sought and obtained all theinformation and explanations which tothe best of our knowledge and beliefwere necessary for the purpose of ouraudit of the accompanying standalonefinancial statements;
b) Except for the matters stated in paragraph17(h)(vi) below on reporting under Rule 11(g)of the Companies (Audit and Auditors)Rules, 2014 (as amended), in our opinion,proper books of account as required bylaw have been kept by the Company sofar as it appears from our examination ofthose books;
c) The standalone financial statements dealtwith by this Report are in agreement with thebooks of account;
d) In our opinion, the aforesaid standalonefinancial statements comply with Ind ASspecified under section 133 of the Act;
e) On the basis of the written representationsreceived from the directors and taken onrecord by the Board of Directors, none of thedirectors is disqualified as on 31st March 2025from being appointed as a director in termsof section 164(2) of the Act;
f) The qualification relating to the maintenanceof accounts and other matters connectedtherewith are as stated in paragraph 17(b)
above on reporting under section 143(3)(b) of the Act and paragraph 17(h)(vi)below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014(as amended)];
g) With respect to the adequacy of the internalfinancial controls with reference to financialstatements of the Company as on 31st March2025 and the operating effectiveness ofsuch controls, refer to our separate report inAnnexure B wherein we have expressed anunmodified opinion; and
h) With respect to the other matters to beincluded in the Auditor's Report in accordancewith rule 11 of the Companies (Audit andAuditors) Rules, 2014 (as amended), in ouropinion and to the best of our informationand according to the explanations givento us:
i. The Company, as detailed in note 43 tothe standalone financial statements,has disclosed the impact of pendinglitigations on its financial position as at31st March 2025;
ii. The Company did not have any long¬term contracts including derivativecontracts for which there were anymaterial foreseeable losses as at 31stMarch 2025;
iii. There were no amounts which wererequired to be transferred to the InvestorEducation and Protection Fund by theCompany during the year ended 31stMarch 2025;
iv. a. The management has represented
that, to the best of its knowledge andbelief, as disclosed in note 46(h) to thestandalone financial statements, nofunds have been advanced or loaned orinvested (either from borrowed funds or
securities premium or any other sourcesor kind of funds) by the Company to orin any person(s) or entity(ies), includingforeign entities ('the intermediaries'),with the understanding, whetherrecorded in writing or otherwise, that theintermediary shall, whether, directly orindirectly lend or invest in other personsor entities identified in any mannerwhatsoever by or on behalf of theCompany ('the Ultimate Beneficiaries')or provide any guarantee, security or thelike on behalf the Ultimate Beneficiaries;
b. The management has represented that,to the best of its knowledge and belief, asdisclosed in note 46(i) to the standalonefinancial statements, no funds havebeen received by the Company from anyperson(s) or entity(ies), including foreignentities ('the Funding Parties'), with theunderstanding, whether recorded inwriting or otherwise, that the Companyshall, whether directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party('Ultimate Beneficiaries') or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries; and
c. Based on such audit proceduresperformed as considered reasonableand appropriate in the circumstances,nothing has come to our notice thathas caused us to believe that themanagement representations undersub-clauses (a) and (b) above containany material misstatement.
v. The interim dividend declared and paid bythe Company subsequent to the year ended31st March 2025 and until the date of thisaudit report is in compliance with section 123of the Act.
vi. Based on our examination which includedtest checks, the Company, in respect ofcommencing on 1st April 2024, has usedaccounting software for maintaining itsbooks of account which has a feature ofrecording audit trail (edit log) facility andthe same has operated throughout theyear for all relevant transactions recorded inthe software except that, audit trail featurewas not enabled at database level for
accounting software SAP HANA to log anydirect data changes, as described in note53 to the standalone financial statements.Further, during the course of our audit we didnot come across any instance of audit trailfeature being tampered with in respect ofthe accounting software where such featureis enabled. Furthermore, the audit trail hasbeen preserved by the Company as per thestatutory requirements for record retention.
For Walker Chandiok & Co LLP For S. Tekriwal & Associates
Chartered Accountants Chartered Accountants
Firm's Registration No.: 001076N/N500013 Firm Registration No.: 009612N
Partner Partner
Membership No.: 062191 Membership No.: 088262
UDIN: 25062191BMMMJX7991 UDIN: 25088262BMLDUS6687
Place: Gurugram Place: New Delhi
Date: 19th May 2025 Date: 19th May 2025