RattanIndia Power's FY2025-26 audit opinions were unmodified, a clean close to a record that carries four consecutive qualified consolidated opinions. The qualifications centred on a ₹10,658.88 crore exceptional gain booked when the company lost control of its Sinnar Thermal subsidiary, whose derecognised liabilities of ₹6,652.38 crore were never confirmed by lenders. The group structure has since collapsed to a single shell, and the company's debt, revenue and litigation positions each carry material unresolved items.
Key findings
- Four straight qualified opinions over a ₹10,658.88 crore gain and unconfirmed liabilities
Critical- Walker Chandiok & Co LLP qualified the consolidated opinion for FY2024-25 because STPL's derecognised liabilities of ₹6,652.38 crore lacked lender confirmations as at 31 December 2023, and certain lenders' confirmed borrowings and accrued interest exceeded book balances by ₹379.99 crore and ₹396.22 crore respectively. The opinion was qualified for four consecutive years, FY2021-22 through FY2024-25, each time on STPL going-concern or derecognition matters. The FY2023-24 qualification recorded the ₹10,658.88 crore gain on loss of control as an exceptional item while the auditor could not comment on adjustments to the derecognised liabilities. The standalone opinion was qualified for four straight years, FY2019-20 through FY2022-23, on the STPL investment carrying value before turning unmodified in FY2023-24. - Subsidiary structure collapsed from dozens of entities to a single shell
Major- As of 31 March 2026, the company had one non-material, unlisted, wholly owned subsidiary, Poena Power Development Limited, and the AOC-1 statement in the FY2025-26 Annual Report discloses only this single subsidiary's financial data. STPL, which held the Nashik power project, ceased to be a subsidiary on 19 January 2024 when NCLT reinitiated CIRP, after defaulting on borrowings aggregating ₹14,223.15 crore. Three Cyprus subsidiaries were dissolved on 27 March 2024, with provisions for related financial assets created in earlier years. In FY2019-20, 48 subsidiaries were struck off from ROC records. - Reported debt understates economic obligations: unredeemed preference shares and thin security cover
Major- Preference shares issued in December 2019 under a One Time Settlement, ₹376.92 crore optionally convertible and ₹250 crore non-convertible, remain unredeemed, with the ₹250 crore tranche due since 27 December 2021. One holder of ₹28.72 crore of these shares filed a Section 7 IBC application on 26 April 2024, not yet admitted as of the FY2023-24 annual report. Promoter pledges securing company borrowings carried security cover ratios as low as 0.13:1 in June 2021, and promoter pledge stood at 88.65% of promoter holding as of the latest period. - Revenue depends on one state-owned customer, with contested claims booked on own estimates
Major- As at 31 March 2026, 99.99% of trade receivables pertained to MSEDCL dues, up from 99.39% a year earlier. During FY2025-26, the company recognised ₹226.48 crore of change-in-law claims net of MSEDCL's unilateral deductions, while the matter remains pending before MERC with cross-petitions. A further ₹172.26 crore was recognised as a contract asset based on MSEDCL's affidavit of 02 January 2026, subject to regulatory formalities. Revenue from change-in-law claims was a Key Audit Matter in the FY2023-24 audit. - Dense multi-forum litigation with a ₹115 crore BHEL award and asset attachment allowed
Major- The BHEL arbitration interim award of ₹115 crore, passed on 27 July 2017, remains contested: the Section 34 petition was dismissed on 06 March 2025, a Section 37 appeal was filed 05 April 2025, and the Delhi High Court allowed attachment of certain assets on 08 August 2023. The Supreme Court on 13 January 2023 held RPL liable to pay irrigation restoration charges at ₹1 lakh/hectare, with the Water Resources Department demand of ₹232.18 crore raised on 29 January 2013. An ITAT order of 5 May 2021 decided disallowances/additions aggregating ₹835.30 crore in the company's favour, but departmental appeals remain pending. - Impairments recorded only after control was lost or projects abandoned
Major- STPL's Phase II CWIP of ₹437.73 crore sat suspended at 31 March 2020 and 31 March 2021, with management asserting no impairment was required both times, before an impairment of the same amount was recognised in FY2021-22. The company recognised a ₹546.57 crore impairment against Amaravati Phase II CWIP in FY2019-20 after deciding not to construct it. Upon STPL ceasing to be a subsidiary, the company recorded full impairment of its ₹1,211.82 crore investment and wrote off loans, aggregating ₹1,245.14 crore as an exceptional item. - Related-party loans never repaid and fully provided for, with promoter waivers and opposed approvals
Major- The company held a ₹432.77 crore investment in and ₹122.58 crore loan to Bracond Limited, a Cyprus subsidiary dissolved on 27 March 2024, with provisions created in earlier years and no recovery recorded. CARO for FY2023-24 stated no repayment schedule was stipulated for subsidiary loans and the auditor was unable to comment on repayment regularity. Asopus Infrastructure waived interest of ₹0.59 crore in FY2025-26, after waiving ₹2.35 crore in each of the prior two years. At the 30 September 2022 AGM, public institutional investors voted 79.69% against a related-party land-development resolution with RattanIndia Enterprises, which passed with 94.98% overall support after promoter abstention. - Promoter became Executive Chairman at ₹4 crore while pledges ran high; director pay approvals faced institutional opposition
Major- Mr. Rajiv Rattan was appointed Executive Chairman for five years from 1 October 2022 at ₹4,00,00,000 per annum, with past remuneration stated as Nil. Promoter pledge stood at 88.65% of promoter holding as of the latest period. Independent Director Mr. Ajay Kumar Tandon's remuneration approvals escalated from ₹26,00,000 to ₹36,00,000 per annum across three AGMs, each seeking approval notwithstanding it may exceed 50% of all non-executive director pay. Public institutions voted 73.31% against his remuneration at the 29 September 2023 AGM.
What to watch
- BHEL Section 37 appeal. Pending before Delhi HC Division Bench, filed 05 April 2025, as of the FY2025-26 reporting period.
- SPCL IBC appeal. Next hearing before NCLAT on 07 July 2026.
- Preference share redemption. The ₹376.92 crore OCCRPS become redeemable or convertible upon completion of 7 years from 23 December 2019 allotment; the ₹250 crore RPS remain overdue since 27 December 2021.
- Bullet repayments. ₹46.59 crore and ₹550 crore due June 2027, and ₹900 crore due September 2027.
- MERC adjudication. Cross-petitions on MSEDCL's ₹226.48 crore unilateral deductions pending as of the FY2025-26 reporting period.
Bottom line: This is a record with a clean FY2025-26 audit opinion, but the path to it runs through four years of qualified consolidated opinions on a single large exceptional gain. The risk character is one of delayed recognition, of impairments, of liabilities, of value destruction in the subsidiary structure. Read the balance sheet with that pattern in mind, and watch the preference share redemption and the 2027 bullet repayments.