We have audited the accompanying standalone financial statements of Neueon Towers Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including the Statement of Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information. (hereinafter referred to as "the standalone financial statements"
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion section, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”), and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its loss including other comprehensive income, its changes in equity and its cash flows for the year then ended.
Basis for Qualified Opinion
A. Non-conduct of Impairment Testing [Ind AS 36 - Impairment of Assets]
As required under Ind AS 36, the Company has not performed impairment testing of Property, Plant and Equipment (PPE), investments, and other financial assets despite the presence of impairment indicators such as:
• Significant accumulated losses and erosion of net worth,
• Assets lying underutilized or non-operational.
In the absence of an impairment assessment or external valuation, we are unable to determine the potential adjustments, if any, required to the carrying value of these assets.
B. Implementation of status of the Resolution plan
The Company was admitted into Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”), by an order dated November 21, 2018, of the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench. The Resolution Plan submitted by a consortium led by M/s Preca Solutions India Private Limited was approved by the Hon'ble NCLT on October 23, 2024. A new Board was reconstituted on November 6, 2024.
As on the balance sheet date, only 50% of the settlement obligations under the Resolution Plan have been fulfilled. The remaining implementation milestones are pending and critical to ensure the Company's operational revival and going concern assumption. Although not a material misstatement, this has significant implications for stakeholders.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. We are independent of the Company in accordance with the Code of Ethics issued by ICAI, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Emphasis of Matter
We draw attention to Note 1 of the financial statements, which describes the implementation of the resolution plan of M/s. Neueon Towers Limited (“the Company”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”). Pursuant to the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench order dated October 23, 2024, a resolution plan submitted by a consortium led by PRECA Solutions India Private Limited was approved. Subsequently, a Special Purpose Vehicle (SPV), PRECA Structures Private Limited, has been incorporated for the implementation of the resolution plan.
In accordance with the resolution plan:
• A Monitoring Committee was constituted on November 04, 2024;
• The Board of Directors and committees of the Company were reconstituted on December 02, 2024;
• Capital reduction has been effected, reducing the face value of shares from ?10 to ?1;
• The Company has filed an application with BSE and NSE for relisting of the reduced share capital and is awaiting in-principal approvals.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit. In addition to the matters described in the “Basis for Qualified Opinion,” we have determined that no other matters required to be communicated as key audit matters.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial Statements and our auditors' report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of these standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. 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.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for:
• the preparation of these standalone financial statements that give a true and fair view in accordance with Ind AS and accounting principles generally accepted in India,
• the design, implementation, and maintenance of internal control to ensure accuracy and completeness of the financial statements.
In accordance with Section 134(5) of the Act, the Board is also responsible for assessing the Company's ability to continue as a going concern and using the going concern basis unless liquidation is intended or no realistic alternative exists.
Auditor's Responsibilities for the Audit of the Standalone Ind AS financial statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS 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 SAs 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 Standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the Standalone Ind AS financial statements, including the disclosures, and whether the Standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Audit Trail
Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (Tally edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.
The audit trail has been preserved by the company as per the statutory requirements for record retention. Our examination of the audit trail was in the context of an audit of financial statements carried out in accordance with the Standard of Auditing and only to the extent required by Rule 11(g) of the Companies (Audit and Auditors) Rules,2014.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the "Ind AS" specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended.
e. On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".
g. According to the information and explanation given to us by the management, no managerial remuneration has been paid/provided to any director of the Company during the year.
h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Further, the company is under CIRP and Moratorium is applicable as per the terms of Section 14 of IBC, 2016..
(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(iv) No dividend is declared or paid by the Company during the year and hence, compliance with section 123 of the Companies Act,2013 is not applicable to the Company.
2. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For R P S V & Co.,
Chartered Accountants
Firm's Registration Number: 0013151S
Murali Krishna M Partner
Membership no.: 238030 ICAI UDIN: 25238030BMLDBO3540 Place: Hyderabad Dated: 17-05-2025
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