ACME Solar Holdings' record carries clean audit opinions in both FY2025 and FY2026, with no cash losses and no wilful-defaulter declaration. But the clean opinions sit alongside a recurring audit-trail exception, a web of related-party deals with the promoter entity, and a balance sheet where the company's own net-debt definition excludes at least ₹2,259 crore of deferred import duty.
Key findings
- A ₹149.73 crore GST notice and a seven-fold jump in capital commitments
Major- The company received a show-cause cum demand notice from DGGI, Jaipur on 23 March 2026, alleging short payment of GST on solar power generating system supplies for April 2021 to March 2025, with demand aggregating to approximately ₹149.73 crore plus interest and penalty. It filed a civil writ petition before the Rajasthan High Court on 13 April 2026 challenging the notice. Capital commitments for EPC of solar and wind projects stood at ₹6,031.63 crore as at 31 March 2026, up from ₹882.11 crore a year earlier. - Reported net debt understates economic obligations by at least ₹2,259 crore of deferred import duty
Major- Consolidated deferred duty liability under MOOWR for solar module and battery imports stood at ₹2,258.73 crore as at 31 March 2026, up from ₹1,856.63 crore in FY2025 and ₹1,040.74 crore in FY2024. Consolidated bank balances included deposits of ₹556.34 crore pledged for DSRA and ₹1,654.38 crore used as collateral for LCs, supplier's credit, security deposit, overdraft and bank guarantees as at 31 March 2026, up from ₹343.96 crore and ₹397.48 crore respectively a year earlier. The company's capital management policy defines net debt as interest-bearing loans, borrowings and trade payables less cash and cash equivalents. - A dense web of interest-free loans, guarantees and buyback deals with promoter entity ACME Cleantech Solutions
Major- Standalone loans to related parties fell to ₹566.94 crore at 31 March 2026 from ₹1,566.85 crore a year earlier, and are interest-free and repayable on demand. The auditor reported that loans to subsidiaries during FY2026 had no stipulated principal repayment schedule and no interest receivable, and stated it was unable to comment on regularity of principal repayments or overdue amounts beyond 90 days. Corporate guarantees issued for related-party loans stood at ₹52,574.15 crore as at 31 March 2025, up from ₹31,649.77 crore a year earlier. The company re-acquired 100% of four project SPVs and 49% of ACME Solartech from ACME Cleantech Solutions during FY2025, after having sold them to ACSPL in FY2024. - Subsidiary carrying values have grown to ₹7,562.4 crore, with more subsidiaries above net worth
Major- As at 31 March 2026, the carrying value of investments in and loans to subsidiaries was ₹7,562.4 crore, 58.43% of total standalone assets, and the carrying value of investments in 14 subsidiaries exceeded their net worth, an impairment indicator under Ind AS 36. A year earlier, the carrying value was ₹6,539.95 crore, 75.25% of total assets, with 9 subsidiaries above net worth. In both years, management used a DCF model based on long-term PPA cash flows and concluded no further impairment adjustments were required. - Subsidiary count grew from 65 to 75, with sale-and-buyback transactions at nominal consideration
Major- The company had 75 subsidiaries as at 31 March 2026, up from 65 a year earlier, with 10 incorporated during FY2025-26. Buybacks of ACME Surya Power, ACME Urja One and ACME Urja Two from ACME Cleantech Solutions in May-June 2024 were each for consideration of 0.01 crore, accounted as business combinations under common control. ACME Cleantech Solutions holds 51% equity in ACME Renewtech Private Limited to comply with NTPC bidding requirements, with a call option for the company to compel sale of that stake at face value upon expiry of the lock-in period. - Promoter stake cut by 12 points, board churn, and ESOP grants before regulatory approvals
Major- Promoter holding fell 12.01 percentage points to 71.40% in the latest year, with pledge at 0.00%. The Secretarial Auditor reported procedural non-compliance because options were granted under ESOP Plan 2024 before obtaining in-principle approval under SEBI SBEB Regulations and before passing a separate shareholders' resolution for grants to employees of subsidiary and holding companies. Mr. Rajat Kumar Singh, appointed Group CFO on 20 May 2025, resigned vide letter dated 28 February 2026 and was relieved effective 8 May 2026; Mr. Arun Chopra was appointed CFO effective 8 May 2026. Two independent directors appointed in 2024 resigned within months, citing personal commitments. - Reported profit is repeatedly shaped by exceptional items and estimate changes
Major- Management disclosed that FY2024 PAT was elevated due to consideration from divestment of assets, with adjusted PAT of ₹64.4 crore in FY2024 improving to ₹250.8 crore in FY2025, a 290% increase. FY2024 standalone exceptional items included a gain on sale of investments of ₹619.82 crore. The company revised the useful life of solar power plants from 25 to 30 years and residual value from 10% to 5%, effective 1 April 2023, treated as a change in estimate under Ind AS 8. - Clean audit opinions with a recurring audit-trail exception and CARO limitation
Major- The joint auditors issued unqualified opinions on both standalone and consolidated financial statements for FY2024-25 and FY2025-26. The Section 143(3)(b) exception recurred: for FY2024-25, the SAP HANA audit trail was not enabled at database level for direct data changes; for FY2025-26, audit trail was enabled at database level only from 16 September 2025 and one user ID created on 29 October 2025 did not have audit trail enabled. In both years, CARO clause (iii) reported that loans given to subsidiaries had no stipulated repayment schedule and no interest receivable.
What to watch
- GST writ petition outcome. The Rajasthan High Court is yet to rule on the civil writ petition filed 13 April 2026 challenging the ₹149.73 crore GST notice.
- Supreme Court listing. Customs authorities' appeal against the Delhi High Court order dated 6 May 2024 quashing CBIC Instruction No.13/2022-Customs on MOOWR is yet to be listed.
- Impairment testing for FY2026-27. The count of subsidiaries with carrying values above net worth rose from 9 to 14 during FY2025-26, against a ₹7,562.4 crore exposure as at 31 March 2026.
- Capex execution. FY27 guidance of ₹15,000-20,000 crores was disclosed in the Q1 FY27 transcript dated June 2026.
- Auditor appointment vote. Shareholders vote on appointment of M/s BSR & Co. LLP as joint statutory auditor at the 11th AGM, scheduled per the FY2025-26 Annual Report.
Bottom line: This is a record with clean audit opinions, no cash losses, and no wilful-defaulter status, but the clean opinions carry a recurring audit-trail exception and an auditor who cannot verify subsidiary loan repayments. The risk sits in the structure: a promoter entity that buys and sells project SPVs at nominal value, a net-debt definition that excludes ₹2,259 crore of deferred duty, and a rising count of subsidiaries carried above net worth. Watch the writ petition, the Supreme Court listing, and the FY27 impairment test.