We have audited the standalone Ind AS financial statements of NEUEON TOWERS LIMITED (“the Company under CIRP Process”), which comprise the Balance sheet as at 31st March 2024, and the statement of Profit and Loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as “ Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanation given to us, except for the possible effects of the matters described in the Basis for QualifiedOpinion paragraph below, the aforesaid standalone Ind AS financial statements give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at March 31,2024, the profit/loss and total comprehensive income, changes in equity and the cash flows for the year the ended on that date.

Basis for Qualified Opinion

Attention is invited to the following above-mentioned points due which form the basis for the Qualified opinion of the financial statement.

1) As per the Indian Accounting standard -1 Presentation of Financial Statements wherein it has been explained by the management that the financial statements have been prepared on going concern basis. The Company has substantial negative net worth and accumulated losses of past years; The Company has made a default in the repayment of Principal and Interest against all the facilities sanctioned by Banks and company has gone into Insolvency and Bankruptcy Code 2016 under interim resolution process dated 03.06.2019 vide order no: CP(IB)No.679/7/HDB/2018 which raises significant concern over going concern ability of company.

Our opinion is not modified in respect of this matter

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty Related to Going Concern

The Company has accumulated losses and its net worth has been fully eroded due to continuous losses and the Company’s current liabilities exceeded its current assets as at March 31,2024 These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.,Further, the Operational Creditors of the Company have filed a petion under Insolvency Bankruptcy Code, 2016(IBC) with the Hon’ble National Company Law Tribunal, Hyderabad (NCLT)

However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated.

The Resolution Professional has prepared these financial statements using going concern basis of accounting based on their assessment of the successful outcome of the ongoing Corporate Insolvency Resolution Process and accordingly no adjustments have been made to the carrying value of the assets and liabilities and their presentation and classification in the Balance Sheet.

In absence of sufficient and appropriate audit evidence, we are unable to comment as to whether the going concern basis for preparation of these financial statements taken by the Resolution Professional is appropriate.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31,2024. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matters described in the Basis for Qualified Opinion section referred in above para and Material Uncertainty Related to Going Concern section in above para, We have determined there are no Key audit matters to be communicated in our report.

Other Information:

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s 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 the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone 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 Ind AS Financial Statements

The Company has been under the Corporate Insolvency Resolution Process (‘CIRP’) under the provisions of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) vide order dated June 03, 2019 vide order no: CP(IB)No.679/7/HDB/2018.passed by the National Company Law Tribunal (‘NCLT’). The powers of the Board of Directors stand suspended as per Section 17 of the Code and such powers are being exercised by the Resolution Professional (RP) appointed by the NCLT by the said order under the provisions of the Code. As per Section 20 of the Code, the management and operations of the Company were being managed by Resolution Professional Mr.Dr. M.S. Sankar upon commencement of CIRP.

The management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of financial statements that give a true and fair view of the state of affairs, loss (including other comprehensive income), changes in equity and cash flows of the Company

in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Under section 20 of the code , it is incumbent upon Resolution Professional to manage the Operations of the company as going concern upon intiation of CIRP and the financial statement, Which have been prepared on going concern basis have been considered by the Resoluiton Professional accordingly.

The Management is also responsible for overseeing the Company’s financial reporting process. Subsequent events

Furthermore The Resolution plan Submitted by the Resolution Applicant in CIRP of Neuon Towers Limited was approved by the members of Committee of Creditors of the Company (CoC)in their meeting and subsequently The Hon’ble NCLT approved the Resolution plan submitted by the Resolution Applicant vide NCLT Order No. IA(Plan) No.17 of 2024 in CP(IB) No.679/7/HDB/2018 dated 23.11.2024, and new management taken over the management from 05.11.2024

Auditor’s Responsibilities for the Audit of the Financial Statements

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 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 financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone 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.

• 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 standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• 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 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 auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone 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. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations, except for the matter described in the Basis for Qualified Opinion paragraph above, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph above, 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) except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph above, The Balance Sheet, the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

d) In our opinion, except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act and the rules prescribed there under;

e) The Company undergoing Corporate Insolvancy Resolution Process (CIRP) vide order of Hon’ble NCLT, Hyderabad Bench dated 03-06-2019, vide order no: CP(IB)No.679/7/HDB/2019 and all management responsibilities vest with the Resolution Professional, hence the requirements to comment upon the Director's qualification is not applicable.

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 B”.

g) In our opinion, the managerial remuneration for the year ended March 31, 2024has not been provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act as the company under the Corporate Insolvency Process (CIRP).

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, 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 the all known pending litigations on its financial position in its standalone Ind AS 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, required to be transferred to the investor Education and protection fund by the company.

For RPSV& CO.,

Chartered Accountants,

(FRN: 0013151S)

M Murali Krishna

Partner

Place: Hyderabad M.No. 238030

Date: 27-05-2024 UDIN: 24238030BKDXQV3590