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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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SIGMA INDIA HOLDINGS LIMITED
COMPANY INFORMATION
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SIGMA INDIA HOLDINGS LIMITED
CONTENTS
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SIGMA INDIA HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their annual report and the financial statements for the year ended 31 December 2024.
The directors who served during the year were:
On 5 September 2025, the ultimate and immediate parent undertaking changed from Lightsource bp Renewable Energy Investments Holdings Limited to Soleite Limited.
On 23 September 2025, the company changed its name from Lightsource India Holdings (Mauritius) Limited to Sigma India Holdings Limited. Subsequent to the year end, the Company entered into an agreement for the proposed disposal of its investment in Eversource Management Holdings. Completion remains subject to third-party and regulatory approvals and had not occurred at the date these financial statements were authorised for issue. Accordingly, no adjustment has been made to the amounts recognised in these financial statements. The expected financial effect, if approvals are obtained, will be a loss on disposal of £444,457. There have been no other significant events affecting the Company since the year end.
MHA were appointed as auditor of the Company during the year. A resolution to appoint MHA as auditor for the ensuing year will be proposed in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
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SIGMA INDIA HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
This report was approved by the board and signed on its behalf.
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SIGMA INDIA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SIGMA INDIA HOLDINGS LIMITED
We have audited the financial statements of Sigma India Holdings Limited (Formerly Lightsource India Holdings (Mauritius) Limited) (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
figures following the correction of an error in the accounting treatment of certain investments. Our opinion is not modified in respect of this matter.
We draw attention to note 2.3 in the financial statements, which indicates that the Company had net current liabilities at the reporting date and is dependent on continued financial support to meet its liabilities as they fall due. Whilst the Company has entered into formal shareholder loan arrangements under which funding of up to £5 million is available, the provision of those funds is ultimately dependent upon financial support being made available to the lending entities by the ultimate controlling parties of the group. As stated in note 2.3, these events and conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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SIGMA INDIA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SIGMA INDIA HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
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SIGMA INDIA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SIGMA INDIA HOLDINGS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the 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 ISAs (UK) 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 financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud;
∙enquiry of management to identify any instances of non compliance with laws and regulations;
∙performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness and reviewing accounting estimates for bias;
∙reviewing the financial statements disclosures and testing these to supporting documentation to assess compliance with applicable laws and regulations; and
∙discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
The financial statements for the year ended 31 December 2023, which form the corresponding figures for the year ended 31 December 2024, were not audited. The corresponding figures are therefore unaudited.
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SIGMA INDIA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SIGMA INDIA HOLDINGS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of MHA, Statutory Auditor
Leicester, United Kingdom
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
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SIGMA INDIA HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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SIGMA INDIA HOLDINGS LIMITED
REGISTERED NUMBER: 07957020
BALANCE SHEET
AS AT 31 DECEMBER 2024
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SIGMA INDIA HOLDINGS LIMITED
REGISTERED NUMBER: 07957020
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 21 form part of these financial statements.
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SIGMA INDIA HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Sigma India Holdings Limited (formerly Lightsource India Holdings (Mauritius) Limited) is a private company, limited by shares, incorporated and domiciled in the United Kingdom, registered number 07957020. The registered office address is MHA, 1 The Forum, Minerva Business Park, Peterborough,
England, PE2 6FT. The primary focus of the Company is to act as an investment company, principally investing in green energy. The primary focus and business activity of the Company is not expected to change.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company is a qualifying entity as defined in FRS 102 and has taken advantage of the following disclosure exemptions available under that standard in the preparation of these financial statements:
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The Company's ultimate parent undertaking, Lightsource bp Renewable Energy Investments Holdings Limited, includes the Company in its publicly available consolidated financial statements as at 31 December 2024. These consolidated financial statements are available from 7th Floor, 33 Holborn, London, England, EC1N 2HU. Further details are provided in note 13.
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The financial statements have been prepared on the going concern basis. In making this assessment, the Directors have considered the Company's forecast cash flow requirements, available cash resources and the nature of amounts due to group undertakings.
At 31 December 2024, the Company had net current liabilities of £211,752, primarily arising from amounts owed to group undertakings of £197,991. The Company held an investment in a joint venture with a carrying value of £444,458 at the year end. Subsequent to the year end, following the change in ownership of the group, the Company entered into a formal shareholder loan agreement with Soleite Limited and PMC Ventures India Ltd, under which a loan facility of up to £5 million has been made available to the Company. The facility is available for a period of ten years from the date of the agreement and may be drawn down in multiple tranches to fund the settlement of intercompany liabilities, further investment opportunities and general corporate expenditure. The availability of funding under the facility is formalised in loan agreements and, on that basis, the Directors are satisfied that sufficient funding will be available to enable the Company to meet its obligations as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of these financial statements. The Directors recognise, however, that the ability to provide funding under the facility ultimately depends upon the continued financial support of Soleite Limited and PMC Ventures India Ltd, which is in turn supported by loan agreements between those entities and the ultimate beneficial owners and controlling parties of the group, who are private individuals. Whilst the Directors have considered the financial resources available to those parties and have no reason to believe that funding will not be forthcoming, the ultimate reliance on the personal financial position of individuals, which cannot be verified with complete certainty, gives rise to an inherent degree of uncertainty that is outside the direct control of the Company. The Directors have concluded that these circumstances represent a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Notwithstanding this uncertainty, having considered the formal funding arrangements currently in place, the financial resources available to the ultimate beneficial owners and the wider group, and the forecast cash requirements of the Company, the Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would be required if the Company were unable to continue as a going concern.
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The carrying value of the investment is reviewed for impairment where events or changes in circumstances indicate that its carrying amount may not be recoverable. Any impairment loss is recognised immediately in profit or loss. Dividend income from joint ventures is recognised in the Profit and Loss Account when the Company's right to receive payment is established.
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Impairment of financial assets
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Derecognition of financial instruments
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Impairment of investment in joint venture The Directors exercise significant judgement in assessing whether there are indicators of impairment in respect of the Company's investment in the joint venture. This assessment includes consideration of the joint venture's net asset position, financial performance, future business prospects, forecast cash flows, available funding arrangements and prevailing market conditions. Where indicators of impairment are identified, the Directors assess the recoverable amount of the investment and determine whether any impairment is required. The assessment of recoverable amount involves the use of estimates and assumptions regarding the future performance of the joint venture and therefore actual outcomes may differ from those estimates, in accordance with accounting policy 2.7. No impairment was recognised during the year.
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company has unused tax losses available for carry forward against future taxable profits as noted above. No deferred tax asset has been recognised in respect of these losses as the Directors do not consider it probable that sufficient future taxable profits will be available against which the losses can be utilised.
BEPS 2.0 Pillar Two Legislation The Company was a member of a Group that is within the scope of the OECD Pillar Two model rules. The legislation is effective for the Group from 1 January 2024. In accordance with the amendments to FRS 102, the Company has applied the exception from recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. The Directors do not expect any material taxes to result from the implementation of the Pillar Two rules. The company left the group in 2025 and will no longer be in scope of the OECD Pillar Two model rules.
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 14 August 2024, 999 ordinary shares of £0.10 each were issued as fully paid bonus shares.
The shares have attached to them full voting, dividend and capital distribution (including on wind up) rights; they do not confer any rights of redemption.
During the year, the Directors identified that the Company's investment in a joint venture had been incorrectly accounted for using the equity method in prior periods. In accordance with FRS 102, the investment should have been accounted for at cost less impairment in the Company's individual financial statements.
Accordingly, the comparative figures have been restated to remove cumulative shares of profit previously recognised under the equity method in respect of the joint venture and to recognise the joint venture at cost. As a result, the following adjustments to financial statement line items were made for the year ended 31 December 2023: Share of results of joint ventures decreased from £9,971 to £nil. Fixed asset investments decreased from £267,233 to £246,701. Profit and loss account reserves decreased from £272,233 to £251,701. Additionally, opening profit and loss account reserves at 1 January 2023 were reduced from £272,233 to £251,701. The adjustment has no impact on the Company's cash flows and has no associated tax effect.
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SIGMA INDIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 23 September 2025, the Company changed its name from Lightsource India Holdings (Mauritius) Limited to Sigma India Holdings Limited. Subsequent to the year end, the Company entered into an agreement for the proposed disposal of its investment in Eversource Management Holdings Limited. Completion remains subject to third-party and regulatory approvals and had not occurred at the date these financial statements were authorised for issue. Accordingly, no adjustment has been made to the amounts recognised in these financial statements. The expected financial effect, if approvals are obtained, will be a loss on disposal of £444,457. There have been no other significant events affecting the Company since the year end.
At 31 December 2024, the Company's immediate parent undertaking was
The Company's ultimate parent undertaking and controlling party was Subsequent to the year end, on 5 September 2025, the Company's immediate and ultimate parent undertaking changed to Soleite Limited, a company incorporated in England and Wales. The ultimate controlling party is Nicholas Boyle by virtue of his shareholding in Soleite Limited.
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