We have audited the accompanying standalone financial
statements of GTL Infrastructure Limited (“the Company”)
which comprise the Balance Sheet as at March 31,2025, the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity, and the Statement
of Cash Flows for the year then ended, along with a summary of
significant accounting policies and other explanatory information
(hereinafter referred to as “Financial Statements”).
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid 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 as notified by
the Ministry of Corporate Affairs (“MCA”) under section 133 of
the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time (“Ind AS”), and other
accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025, and it's loss, it's
total comprehensive income, it's changes in equity, and it's cash
flows for the year then ended.
Basis for Opinion
We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (“SAs”) specified
under section 143 (10) of the Act. Our responsibilities under
those Standards are further described in the Auditor's
Responsibility for the Audit of the standalone 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 (“ICAI”) together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the ICAI's Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.
Material Uncertainty Related to Going Concern
We draw attention to the Note no. 57 to the Statement, regarding
preparation of financial results on going concern basis,
notwithstanding the fact that the Company continued to incur
cash losses, its net worth has been fully eroded, has defaulted
in repayment of principal and interest to its lenders, certain
lenders including Edelweiss Asset Reconstruction Company
(EARC) have called back the loans; one of the secured lender
had applied before the NCLT Mumbai Bench under Insolvency
and Bankruptcy Code, 2016 for initiation of Corporate Insolvency
Resolution Process (CIRP), which was dismissed by NCLT vide its
order dated November 18, 2022, against which the said secured
lender had filed an appeal before the National Company Law
Appellate Tribunal, (“NCLAT”), which was remanded back by the
NCLAT to the adjudicating authority to hear the original petition
afresh, which is subjudice, the Company has filed its reply and
now matter is posted for further hearing. Aircel, an erstwhile
major customer of the Company has filed Insolvency petition
before NCLT and various other events resulting into substantial
reduction in the tenancy, pending debt restructuring, provisions
for impairment for property, plant and equipment, legal matters
in relation to Property Tax, dismantling of various telecom sites
by disgruntled landowners / miscreants resulting in loss of
assets (refer note no. 58 to the Statement); these conditions
along with other matters set forth in notes to the financial
results indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going
concern. The appropriateness of the assumption of the going
concern is critically dependent upon the Company's ability to
generate sufficient cash flows in future to meet its obligation.
Our opinion is not modified in respect of this matter.
Key Audit Matters (KAM)
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Standalone Financial Statements for the year ended March
31,2025. 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.
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Key Audit Matter
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How Our Audit Addressed the key audit matter.
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1. Property, Plant & Equipment
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Impairment.
Annually Management reviews whether there are any indicators
of impairment of the PPE of the Company by reference to the
requirements under Indian Accounting Standards (Ind AS) 36 -
“Impairment of Assets”. Accordingly, Management has identified
impairment indicators (operating losses, significant erosion of
net-worth, dismantling of towers etc.) in the Company. As a
result, an impairment assessment was required to be performed
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Our audit procedures included, among others:
- Updating our understanding of management's annual
impairment testing process.
- Assessing internal controls designed for identification of
impairment indicators.
- Ensuring that the methodology of the impairment
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Key Audit Matter
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How Our Audit Addressed the key audit matter.
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by the Company by comparing the carrying value of the PPE to
their recoverable amount to determine whether impairment was
required to be recognised.
For the purpose of the above impairment testing, value in use has
been determined by forecasting and discounting future cash flows.
These conclusions are dependent upon significant management
judgments, including in respect of:
- Estimated utilization, incremental tenancy (growth rate),
frequency of assets replacement expenditure to be incurred,
disposal values and discount rates applied to future cash flows.
During the year ended March 31, 2025 the management
assessed carrying values of PPE , an impairment provision of
' NIL, and losses on account of dismantling of PPE of ' 242
Lakhs have been recognised and reduced the aggregate
carrying value of PPE to ' 2,37,178 Lakhs, to their estimated
recoverable value, which is the value in use (Refer Note no. 3(a),
35 and 58 to the Financial Statements).
We considered this matter as key audit matter due to the
significance of the carrying value of the assets being assessed
and due to the level of management judgments required in the
assumptions impacting the impairment assessment and the
sensitivity of the impairment model.
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exercise continues to comply with the requirements of
Ind AS as adopted, including evaluating management's
assessment of indicators of impairment against indicators
of impairment specified within Ind AS 36.
- Assessing the assumptions around the key drivers of the
cash flow forecasts including incremental tenancy growth,
discount rates, estimated one time settlement with disputed
operators, monetization of non-operating assets etc.
- Discussing / evaluating potential changes in key drivers
as compared to previous year / actual performance with
management in order to evaluate whether the inputs and
assumptions used in the cash flow forecasts were suitable.
- Testing the arithmetical accuracy of the impairment model
prepared by the management.
- Verifying the completeness of disclosure in the financial
statements as per Ind AS 36.
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2. Litigation Matters and Contingent Liabilities
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The Company is subject to number of significant litigations.
Major risks identified by the Company in that area related to
Service Tax/GST, Property Tax, Stamp Duty matters, Labour Law
matters, Legal cases initiated by various rental site owners
and by a FCCB holders, Appeal filed by a lender with National
Company Law Apellate Tribunal (NCLAT) against dismissal order
passed by NCLT was remanded back to adjudicating authority,
which is subjudice, arbitration with the vendors / service
providers, etc. The amount of litigation may be significant and
estimates of the amounts of provisions or contingent liabilities
are subject to significant Management judgment. (Refer Note
No. 36, 38 (A), 39, & 40 to the Financial Statements)
Due to complexity involved in these litigation matters,
management's judgment regarding recognition and
measurement of provisions for these legal proceedings is
inherently uncertain and might change over time as the
outcomes of the legal cases are determined. Accordingly, it has
been considered as a key matter.
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- Assessing the procedures implemented by the Company
to identify and gather the risks it is exposed to.
- Obtaining an understanding of the risk analysis performed
by the Company, with relating supporting documentation,
and reading written statements from internal legal experts,
where applicable.
- Discussion with the management on the development in
these litigations during the year ended March 31,2025.
- Enquiring from the company's legal counsel (internal) and
study the responses as received from them.
- Verification that the accounting and / or disclosure as
the case may be in the financial statements made by the
Company is in accordance with the assessment of legal
counsel / management.
- Obtaining representation letter from the management on
the assessment of these matters as per SA 580 (revised)
- Written representations.
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3. Revenue Recognition
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Managing revenue recognition for the Company's extensive
mobile tower network across India's 22 Telecom Circles is
intricate. The primary revenue sources are Infrastructure
Provisioning Fees (IPF) and Energy (EB) & Other
Reimbursements Billing. IPF encompasses fees charged for
providing tower infrastructure to telecom operators, while
EB pertains to billing for energy usage associated with the
towers.
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Our audit procedures included, among others:
Test of Controls:
- Evaluation of Internal Controls: Assess the design and
implementation of internal controls related to revenue
recognition, including those over customer contracts review,
authorization of revenue transactions and segregation of duties.
- Testing Operating Effectiveness: Select a sample of
transactions and test the operating effectiveness of controls,
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Key Audit Matter
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How Our Audit Addressed the key audit matter.
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These revenue streams are essential components of the
Company's financial model, but their accurate recognition
poses challenges due to the diverse agreements in place.
Each agreement, whether for Ground Based Towers, Roof
Top Towers, or Roof Top Poles, contains unique terms and
conditions, necessitating tailored billing processes.
Billing of Energy & Other Reimbursements at actuals and
consequent reconciliations with customers, highlight the
complexity of revenue recognition. These reconciliations are
critical for ensuring financial accuracy and compliance with
regulatory requirements.
Therefore, meticulous attention to detail is indispensable
throughout the revenue recognition process. Precise
recording of IPF and EB, aligned with internal policies and
external regulations, is paramount for maintaining financial
integrity and stakeholder trust in the Company's operations.
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such as verifying that revenue recognition is in compliance
with company policies and accounting standards.
Test of Details:
- Analytical Procedures: Compare current and prior period
revenue figures to identify significant variances, investigating
them further for potential misstatements.
- Substantive Scrutiny of Agreements :
Selected continuing and new contracts and performed the
following procedures
Read, analyzed and identified the distinct performance
obligations, if any, in these contracts.
Compared these performance obligations with that identified
and recorded by the Company.
Considered the terms of the contracts to determine basis
of recognizing the revenue 'at a point' or 'over the period',
the transaction price including any variable consideration to
verify the transaction price used to compute revenue and to
test the basis of estimation of the variable consideration.
Verified whether the revenue has been recognised only post the
fulfilment of the performance obligations and related conditions.
- Substantive Testing of Revenue Transactions: Select a sample
of revenue transactions to verify accuracy and completeness,
tracing them back to underlying contracts or agreements.
- Confirmation of Revenue with Customers: Confirm
revenue amounts with customers, particularly for significant
transactions, to validate recorded revenue.
- Testing Revenue Cut-off: Review revenue transactions
around year-end to ensure proper timing, verifying
compliance with revenue recognition principles.
- Evaluation of Revenue Estimates and Judgments:
Scrutinize management's revenue estimates and judgments,
- Reconciliation of Revenue to Documentation: Reconcile
recorded revenue amounts to supporting documentation,
ensuring consistency and accuracy.
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4. Going Concern
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Assessing the Company's ability to continue its operations as
a going concern represents a critical aspect of our audit. This
evaluation is paramount in light of the Company's financial
position, current economic conditions, and other relevant
factors that may impact its ability to meet its obligations and
sustain operations in the foreseeable future. Our scrutiny of the
going concern assumption aims to provide stakeholders with
assurance regarding the Company's viability and resilience
amidst potential challenges and uncertainties.
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Audit Procedures for Going Concern Assessment:
- Reviewing NCLT Order: Examining NCLT order, which
unequivocally affirm the Company's status as a going concern.
- Reviewing NCLAT Order: Examining NCLAT order, which
remanded back to adjudicating authority to hear the
original petition afresh.
- Discussion with Those Charged with Governance
(TCWG): Engaging in substantive discussions with TCWG
to delve into considerations surrounding the Company's
going concern status.
- Examination of Management’s Note: Thoroughly scrutinizing
the management's note, inclusive of a comprehensive
presentation addressing material uncertainties surrounding
the Company's going concern and efforts for One Time
Settlement (OTS) /restructuring of liabilities of lenders
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Key Audit Matter
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How Our Audit Addressed the key audit matter.
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- Review of Company’s Statement: Assessing the
Company's official statement affirming its commitment
to ongoing operations and asset preservation, with no
intention to cease operations or initiate asset liquidation.
- Management Representation Letters (MRL) Obtained:
Acquiring Management Representation Letter to
corroborate management's assertions and commitments
regarding the Company's going concern status.
- Analysis of Industry Landscape, Debt Recovery and
Debtor Days: Conducting an in-depth evaluation of the
industry context, actual recovery from significant debtors.
- Review of Customer Dispute and Credit Notes: The
investigation into the dispute with customers has been
diligently conducted, particularly regarding its potential impact
on both customer retention and revenue generation, which are
pivotal for the Company's ongoing viability. Furthermore, credit
notes, representing revenue reversals, have been assessed in
the context of evaluating the Company's going concern status.
- Strategic Focus on EBITDA Optimization and Revenue
Enhancement: To evaluate Company's going concern, we
have reviewed its EBITDA, the anticipation of additional
tenancies on telecom towers and assess management's
efforts to boost revenue.
- Company’s Forecasted Reduction in Tenant Exits and
Revenue Growth Projections: The Company has forecasted
a stable movement tenancies in future years, attributed to the
resolution of disputes with old customers and the anticipated
new agreements. This projection forms a key basis for our
assessment of the Company's going concern assumption,
reflecting its anticipated revenue growth trajectory.
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Other Matter
The confirmations of loans, bank balances, and receivables
are received in the majority of the cases. Where the amounts
stated by the parties did not match with the balances of books
of accounts, reconciliations were made and the effects, if
necessary, are properly dealt with in the books of accounts.
Information Other than the Standalone Financial Statements
and Auditor’s Report Thereon
The Company's Board of Directors is responsible for the other
information. The other information comprises the management
discussion & analysis and director's report included in the
annual report but does not include the Standalone Financial
Statements and our auditor's report thereon. The above
information is expected to be made available to us after the
date of this auditor's report.
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
identified above when it becomes available 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.
When we read the above other information, if we conclude
that there is material misstatement therein, we are required
to communicate the matter to those charged with governance
Responsibility of management and those charged with the
governance for the standalone financial statements
The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act, with respect to
the preparation of these Financial Statements that give a true
and fair view of the Financial Position, Financial Performance
including Other Comprehensive Income, Cash Flows and the
Statement Of Changes in Equity of the Company in accordance
with the Ind AS and other accounting principles generally
accepted in India.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provision of the Act
for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and
application of the appropriate accounting policies; making
judgements 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 fair 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, 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 management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the
Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the standalone
Financial Statements
Our objectives are to obtain reasonable assurance about whether
the standalone 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 system 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 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.
• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the 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 financial statements of the
current year and are therefore the key audit matters. We
describe these matters in our auditor's 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,
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in the “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, 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
appears from our examination of those books;
c) The Balance Sheet, Statement of Profit and Loss
including Other Comprehensive Income, the Cash
Flow Statement and Statement of Changes in Equity
dealt with by this report are in agreement with the
books of account;
d) I n our opinion, the aforesaid financial statements
comply with the accounting standards specified
under section 133 of the Act;
e) On the basis of 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 of the Company with reference to these
financial statements and the operating effectiveness
of such controls, refer to our separate Report in
“Annexure B”.
g) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended: In our opinion and to the best of our
information and according to the explanations given
to us, the managerial remuneration paid/ payable
by the Company to whole-time directors are in
accordance with the provisions of section 197 of the
Act.
h) Based on our examination, the Company has used
accounting software to maintain its books of account,
which includes a feature for recording an audit trail
(edit log) throughout the year. The audit trail facility
has been operational for all relevant transactions
recorded in the software. During the course of our
audit, we did not encounter any instances where the
audit trail feature had been tampered with.
i) With respect to the other matters to be included
in the Auditor's Report in accordance with Rules
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 and as represented by
the management:
i. The Company has disclosed the impact of
pending litigations on its financial position in
its financial statements in Note No. 36, 38 (A),
39 and 40 to the Financial Statements.
ii. The Company has made provisions, as
required under the applicable laws and Ind AS,
for material foreseeable losses on long-term
contracts; the Company does not have any
derivative contracts.
iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.
iv. (a) Management has represented to us
that, to the best of its knowledge and
belief, as disclosed in the notes to the
financial statements, during the year no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or
kind of funds) by the Company to or in
any other persons or entities, including
foreign entities (“Intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries;
(b) Management has represented to us that,
to the best of its knowledge and belief,
as disclosed in the notes to the financial
statements, during the year no funds
have been received by the Company from
any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries
(c) Based on our audit procedure conducted
that are considered reasonable and
appropriate in the circumstances, nothing
has come to our attention that cause us
to believe that the representation given
by the management under paragraph
(2)(i)(iv) (a) & (b) contain any material
misstatement.
v. The Company has not declared or paid any
dividend during the year and has also not
proposed dividend for the year.
For CVK & Associates
Chartered Accountants
Firm Regd.No.101745W
Shriniwas Y. Joshi
(Partner)
Place : Mumbai Membership No. 032523
Dated : May 8, 2025 UDIN: 25032523BMIHXH7275
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