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Neueon Towers Ltd.

LIVE QUOTES

BSE: 532887ISIN: INE333I01036INDUSTRY: Power - Transmission/Equipment

BSE   Rs 5.10   Open: 5.10   Today's Range 5.10
5.10
 
NSE
Rs 5.22
+0.24 (+ 4.60 %)
+0.24 (+ 4.71 %) Prev Close: 4.86 52 Week Range 2.30
5.10
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 29.52 Cr. P/BV -0.02 Book Value (Rs.) -264.51
52 Week High/Low (Rs.) 5/2 FV/ML 10/1 P/E(X) 0.00
Bookclosure 31/12/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your directors have pleasure in presenting before you the 18th Board's Report on the
Company's business and operations, together with the audited financial statements
(standalone & consolidated) for the financial year ended March 31, 2025.

Update on implementation of the 'Resolution Plan'

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016
("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP Process") of M/s. Neueon
Towers Limited ("Company"), the Hon'ble NCLT has approved the Resolution Plan submitted
by a consortium led by PRECA Solutions India Private Limited (hereinafter referred to as
"Resolution Applicant") vide its Order dated October 23, 2024 ("Approval Order"). The
Resolution Applicant has then formed an SPV namely "PRECA Structures Private Limited" for
implementation of the approved resolution plan. The resolution plan is thus binding on all
stakeholders The Monitoring Committee was formed on November 04, 2024 and new Board
of Directors, Audit Committee, Nomination and Remuneration Committee and Stakeholder
Relationship Committee has been reconstituted on December 02, 2024 to manage affairs of
the company as per approved resolution plan.

Post reconstitution of new Board of Directors, the Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors and is currently implementing the resolution plan. The changes in the
composition of the Board of Directors that took place during the period under review were
carried out in compliance with the approved resolution plan, provisions of the Act/Listing
Agreement.

The trading in the shares of the company were suspended by both the stock exchanges (BSE
and NSE) w.e.f. November 06th 2024, pursuant to the corporate action i.e., capital reduction
as per Hon'ble NCLT order dated October 23rd 2024.

The Company has filed application with BSE limited and National Stock Exchange of India
seeking listing of securities issued pursuant reduction of share capital from Rs. 56,54,45,250/-
to Rs. 5,65,44,552/- (by way of reducing the Face Value from Rs.10/- each to Re. 1/- each) in
compliance the Approved Resolution Plan approved by order passed by the Hon'ble NCLT,
Hyderabad bench dated October 23rd 2024 and under Regulation 28(1) of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. The company is yet to receive
in-principle listing approval from both the exchanges.

Members are requested to read this report in light of the fact that the new Board and the new
management is currently implementing the resolution plan.

Standalone and Consolidated Financial Highlights:

In compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the
Company has prepared its financial statements as per Indian Accounting Standards ('Ind AS')
for the FY 2024-25. The financial highlights of the Company's standalone operations are as
follows:

fAmnnnt in ? I akhO

Particulars

2024-25

2023-24

Total Income

556.61

152.72

Total Expenditure

9,630.28

9,522.48

Profit before Tax

(9,073.68)

(9,369.77)

Provision for Tax

--

--

Profit after Tax

(9,073.68)

(9,369.77)

Transfer to General Reserve

--

--

Profit available for appropriation

--

--

Provision for Proposed Dividend

--

--

Provision for Corporate Tax

--

--

The financial highlights of the Company's consolidated operations are as follows:

Particulars

2024-25

2023-24

Total Income

556.61

152.72

Total Expenditure

9,630.28

9,522.48

Profit before Tax

(9,073.68)

(9,369.77)

Provision for Tax

--

--

Profit after Tax

(9,073.68)

(9,369.77)

Transfer to General Reserve

--

--

Profit available for appropriation

--

--

Provision for Proposed Dividend

--

--

Provision for Corporate Tax

--

--

Performance

a) Operations

The total revenue of the Company for the financial year ended March 31, 2025, was ^556.61
lakhs, representing a increase from ^152.72 lakhs in the previous financial year. Despite the
growth in revenue, the Company incurred a net loss of ^9,073.68 lakhs during the year,
primarily due to depreciation. However, this marks a slight improvement compared to the net
loss of ^9,369.77 lakhs reported in the previous year.

b) Prospects

The Company was admitted for Corporate Insolvency Resolution Process in the year 2019 and
thereafter the Company activities in all respects were deteriorated until the new management
took over the Company very recently as per the Resolution Plan approved by the Hon'ble NCLT
and the management is is studying the current business lines of the Company in order to identify
and focus on the profit generating lines.

Your company aims to realize two established objectives: Transform steel from a commodity
and product into a service, and leverage on the Company excellence in the production of
quality long steel. Company aims to emerge as the first integrated player in the towers
segment in South India. This can be possible due to the company's resounding expertise in re¬
rolling facilities that help in tower fabrication as per customer specific sizes, within far lesser
timeframes.

Change in the nature of business

There was no change in nature of the business of the Company during the financial year ended
on March 31, 2025.

Listing of Company's Equity Shares

The Company's Equity shares were listed with M/s. BSE Limited and M/s. National Stock
Exchange of India Limited (Stock Exchanges).

In March 22nd 2024, the stock exchanges i.e., NSE & BSE had granted approval for
recommencement of trading which was under suspension from January 06, 2022. With effect
from November 06th 2024, trading in shares has been suspended due to various corporate
actions as per approved resolution plan.

Share Capital

During the F.Y. 2024-25, there is change in share capital of the company.

As per approved resolution plan, the capital restructuring of the Company is under process by
way of reduction of equity share capital through reduction in face value of equity share of Rs.
10/- each to Rs. 1/- each as provided below in tabular format:

Sl

No.

Category

Erstwhile
Paid-up
Equity Share
Capital (in
Rs.)

Erstwhile
No. of
Equity
Shares of
Rs. 10/-
each

New Paid-up
Equity Share
Capital as per
the approved
Resolution Plan
(post reduction
in capital) (in
Rs.)

New No. of
Equity Shares of
Rs. 1/- each as
per the
approved
Resolution Plan
(post reduction
in face value
from Rs. 10/-
each to Rs. 1/-
each)

1

Erstwhile

Promoters*

21,07,44,430

2,10,74,443

2,10,74,443

2,10,74,443

2

Public

35,47,01,090

3,54,70,109

3,54,70,109

3,54,70,109

Total

56,54,45,520

5,65,44,552

5,65,44,552

5,65,44,552

* The erstwhile promoters shall be re-classified to public category and accordingly their new
shares post reduction in capital due to reduction in face value from Rs. 10/- each to Rs. 1/-
shall be categorized as public holding.

During the year and as per approved resolution plan, company has extinguished of entire
Cumulative Redeemable Preference Shares (CRPS) capital of INR 1,26,83,229/-

Employees Stock Options

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued
capital of the Company at the time of grant.

Buy Back of shares and disinvestment

The Company has not bought back any of its securities and there was no disinvestment during
the Financial Year ended March 31, 2025.

Compliance with Secretarial Standards

The Company complied with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1,2017
pursuant to Ministry of Corporate Affairs' notification of the Companies (Indian Accounting
Standards) Rules, 2015. The standalone and consolidated financial statements of the Company,
forming part of the Annual Report, have been prepared and presented in accordance with all
the material aspects of the Indian Accounting Standards ('Ind AS') as notified under section
133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules
2015 (by Ministry of Corporate Affairs ('MCA')) and relevant amendment rules issued thereafter
and guidelines issued by the Securities Exchange Board of India ("SEBI").

Transfer of unclaimed Dividend(s)/ Shares to Investor Education and Protection Fund

During the FY 2025-26, there was no unpaid/ unclaimed dividend pertaining to FY 2017-18 to
be transferred to the Investors Education and Protection Fund ('IEPF') Account established by
the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains
unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investor's
Education and Protection Fund ('IEPF') after giving due notices to the concerned shareholders,
which is not applicable to the Company during the year.

Unclaimed securities demat suspense account

There were no unclaimed securities to be kept in the demat suspense account.

Transfer to reserves

For the financial year ended March 31, 2025, the Company has not transferred any amount to
General Reserves and Surplus Account.

Significant and material orders passed by the regulators

During the FY 2024-25, the Hon'ble NCLT, Hyderabad bench passed an Order on October 23,
2024 approving the Resolution Plan of the Company and the said Resolution Plan is under the
process of implementation for the Company. Apart from above, there were no significant and
material orders passed by the regulators or courts or tribunals impacting the going concern
status and Company's operations in future.

Management Discussion & Analysis

Various business aspects including market conditions, business opportunities, challenges etc.
have been discussed at length in the Management's Discussion and Analysis (MD&A), which
forms part of this Annual Report.

Dividend

The Company has not declared any dividend during the year.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company or any of its subsidiaries or
associates, during the year under review.

Particulars in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the
Annexure-
I
forming part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2025, your company is having one wholly owned subsidiary- M/s. Digitech
Business Systems Limited, Hong Kong
.

Performance and financial position of each of the subsidiaries, associates and joint ventures:

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and financial
position of each of the subsidiaries, associates and joint venture companies of the Company
is enclosed as
Annexure-II to this Report.

Material Changes and commitments, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the Report i.e. between March 31,2025 to July
15, 2025.

Fixed deposits:

The Company has not accepted any deposits from public in terms of Section 73 of the
Companies Act, 2013 and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet for the FY 2024-25.

Consolidated financial Statements

As per Section 129(3) of the Companies Act, 2013, the consolidated financial statement of the
Company and all its Subsidiary prepared in accordance with the applicable accounting
standards forms part of this Annual Report. Further, a statement containing salient features of
the financial statements of our subsidiaries and associates in the prescribed form in AOC-1 is
attached as
Annexure-II to the Directors' Report. As per the provisions of Section 136 of the
Companies Act, 2013, the Company has placed separately the un-audited financial statements
of its subsidiary (not operating) on its website www.neueon.in and copies of un-audited
financial statements of the subsidiaries will be provided to the Members at their request.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/
employees:

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule
5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided along with a statement containing, inter alia, names of employees employed
throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more,
employees employed for part of the year and in receipt of Rs. 80.50 lakhs or more per annum,
pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as
Annexure-III to this report.

Particulars of Loans, Guarantees and Investments

During the year under review, there is no loans, guarantees or Securities or Investments made
by the company.

Board of Directors and Key Management Personnel

Our company has reconstituted 6 (six) Board of Directors which includes women directors as
per Approved Resolution Plan and as required under Reg. 17 of the SEBI LODR Regulations,
2015 and C ompanies Act 2013:

S.

No.

Name of Director

Date of
appointment

Designation

Category

1

Mr. Sudheer Rayachoti

06.11.2024

Chairman and

Managing

Director

Executive

2

Mr. PVS Santharam

02.12.2024

Whole time
Director

Executive

3

Ms. G Anupama

11.11.2024

Women Director

Non-Executive and
Independent

4

Ms. Surabhi Verma

09.06.2025

Additional
Women Director

Non-Executive and
Independent

5

Mr. M Purusothama
Reddy

02.12.2024

Director

Non-Executive and
Independent

6

Mr. N Muneyya

11.11.2024

Director

Non-Executive and
Independent

As per approved resolution plan, the following directors deemed to have resigned (w.e.f. 06th
Nov 2024) as directors from the Board upon reconstitution of board of directors by resolution
applicant.

a) Mr. Srinivasa Raju Gottumukkala

b) Mr. Venkata Bhaskara Rao Maddala

c) Mr. Lanka Visweswar Rao

d) Mr. Hanumantha Rao Sandepudi (deceased)

During the year, Mr. V Naveen Babu has been appointed as Chief Financial Officer and Mr.
Subrat Sahoo has been appointed as Company Secretary and General Manager (Legal) of the
company.

As per the provisions of the Companies Act, 2013, Mr. Sudheer Rayachoti will retire at the
ensuing annual general meeting and, being eligible, seek re-appointment. The Board of
Directors recommends their re-appointment.

Familiarisation Programme

Familiarization programmes were conducted time to time to make directors aware about
operations and policies of the company.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings
shall be finalised in consultation with the Directors to facilitate them to plan their schedule.
However, in case of urgent business needs, approval is taken by passing resolutions through
circulation. During the year under review, total 6 (six) board meetings were held. The details of
the meetings including the composition of various committees are provided in the Corporate
Governance Report.

Performance Evaluation:

The formal annual evaluation of the performance of the Board as well as non-independent
directors was undertaken by the Nomination and Remuneration Committee. The performance of
Board Committees and of individual independent directors was undertaken by the Board
members. The manner of the evaluation of the Board and other Committees has been
determined by the Nomination and Remuneration Committee as per SEBI circular dated January
05, 2017.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they
meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the
Companies Act, 2013 as well as under Regulation 16(1 )(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Opinion of the Board:

The Board is of the opinion that all the independent directors appointed during the year meet the
criteria of independence and the Board is satisfied about their integrity, expertise and experience
(including proficiency).

Policy on Directors' Appointment and Remuneration

The policy of the Company on directors’ appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters are
adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the
Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is adopted by the Board and said policy is placed on the
Company’s website
www.neueon.in.

Dividend Distribution Policy

The web link of the Dividend Distribution Policy is placed on the Company’s Website
www.neueon.in for the perusal of the shareholders.

Risk Management

Your Company had formulated a risk management policy for dealing with different kinds of risks
that it faces in the day-to-day operations of the Company. Risk Management Policy of the
company outlines different kinds of risks and risk mitigating measures to be adopted by the
Board. The Company has adequate internal financial control systems and procedures to mitigate
the risk. The risk management procedure is reviewed by the Board of Directors on a regular basis.

Adequacy of Internal Financial Controls

The internal financial controls with reference to the Financial Statements, apart from statutory
audit, internal audit and cost audit compliance, are adequate to the size and operations of the
Company.

Directors' responsibility statement

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the
Company states that:

i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

ii. the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year and
of the profit and loss of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities:

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operative effectively;
and

vi. the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operative effectively.

That, a system to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

Related Party Transactions

In accordance with Section 134(h) of the Companies Act, 2013 and Rule 8(2) of Companies
(Accounts) Rules, 2014, there were no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.

The details of related party disclosures as stated in the notes to the financial statements forms
part of this annual report.

Vigil Mechanism

The Company established a whistleblower policy in order to assure that the business is
conducted with integrity and that the Company's financial information is accurate.

Auditors:

(a)Statutory Auditors

M/s. RPSV & Co. (FRN.: 013151S), Chartered Accountants has been appointed as Statutory
Auditor of the Company for term of 5 (Five) consecutive years commencing from F.Y. 2024-25
to 2028-29 in 17th Annual General Meeting held on 31st December 2024. Due to professional
preoccupation, RPSV & Co., Chartered Accountants, (FRN 013151S) has expressed their
inability to continue as statutory auditors of the Company vide their resignation letter dated
July 10, 2025.

Based on the experience and competency of the Auditors, requirement of the Company and
other relevant aspects, the Board of Directors ('the Board') at their meeting held on July 15,
2025, considered and recommended the appointment of M/s. ASKM & Co., Chartered
Accountants, (Firm Registration No. 012799S) and Peer Review Certificate No. 017150,
Hyderabad, as Statutory Auditors of the Company for a first term of 5 (Five) consecutive years
commencing from F.Y. 2025-26 to 2029-30, for the approval of shareholders at ensuing Annual
General Meeting, to fill the casual vacancy caused by the resignation of M/s. RPSV & Co. (FRN.:
013151S), Chartered Accountants.

M/s. ASKM & Co., Chartered Accountants have confirmed that they are eligible for
appointment and their appointment, if made, would be within the prescribed limits and shall
be in accordance with the conditions and criteria as prescribed under section 139, 141 and
other applicable provisions of the Act and Rules made thereunder and board confirmed their
eligibility under the relevant provisions of Chapter X of the Companies Act, 2013 and rules
made thereunder.

The Board has accordingly recommended to the shareholders for their appointment for a first
term of 5 (Five) consecutive years who shall hold the office till the conclusion of 23rd Annual
General Meeting of the Company to be held in the year 2030.

Pursuant to notification from the MCA dated 07.05.2018, ratification of appointment of
statutory auditors at every Annual General Meeting has been omitted.

Auditors’ Qualifications/reservations/adverse remarks/ Frauds reported:

The Board of Directors in its meeting held on May 17, 2027 duly reviewed the Statutory
Auditor's Report on the Accounts for the year ended March 31, 2025. In line there off,
qualifications/ emphasis of the matter and management replies as below:

Statutory Auditors Qualifications in
the Secretarial Audit Report

Management Replies

Auditor's Report -Standalone

Non-conduct of Impairment Testing (Ind
AS 36): The Company has not conducted
an impairment assessment of its Property,
Plant and Equipment (PPE), investments,
and other financial assets despite the
existence of impairment indicators, such
as:

•Continued accumulated losses and a
negative net worth position;
•Underutilized or non-operational
assets.

In the absence of an independent
valuation or impairment testing, we are
unable to ascertain whether the carrying
values of these assets are appropriate or
require adjustments.

The Hon'ble NCLT has approved the
Resolution Plan submitted by a consortium
led by PRECA Solutions India Private Limited
(hereinafter referred to as "Resolution
Applicant") vide its Order dated 23rd Oct,
2024 ("Approval Order"). The Resolution
Applicant has then formed an SPV namely
"PRECA Structures Private Limited" for
implementation of the approved resolution
plan. The new Board of Directors has been
reconstituted to manage affairs of the
company w.e.f. 06th Nov 2024 which is
confident run the business of the Company
successfully in the coming years for the
benefit of all the stakeholders of the
Company. The new Board of Directors has
been reconstituted to manage affairs of the
company w.e.f. 06th Nov 2024 which is
confident run the business of the Company
successfully in the coming years for the
benefit of all the stakeholders of the
Company.

Implementation Status of Resolution Plan
As of the balance sheet date:

• The Company has executed 50%
of the settlement obligations to financial
and operational creditors under the
approved Resolution Plan.

• The continued solvency and
operational stability of the Company
depend on the timely execution of the
remaining obligations and
implementation measures as laid down in
the Resolution Plan approved by the
Hon'ble NCLT, Hyderabad bench order
dated on October 23, 2024.

The Hon'ble NCLT has approved the
Resolution Plan submitted by a consortium
led by PRECA Solutions India Private Limited
(hereinafter referred to as "Resolution
Applicant") vide its Order dated 23rd Oct,
2024 ("Approval Order"). The Resolution
Applicant has then formed an SPV namely
"PRECA Structures Private Limited" for
implementation of the approved resolution
plan. The new Board of Directors has been
reconstituted to manage affairs of the
company w.e.f. 06th Nov 2024 which is
confident run the business of the Company
successfully in the coming years for the

While this does not constitute a material
misstatement, it is significant to users of
the financial statements.

benefit of all the stakeholders of the
Company. The new Board of Directors has
been reconstituted to manage affairs of the
company w.e.f. 06th Nov 2024 which is
confident run the business of the Company
successfully in the coming years for the
benefit of all the stakeholders of the
Company.

Auditor's Report Consolidated

Non-Conduct of Asset Impairment Test
(Ind AS 36 - Impairment of Assets)

• As per Ind AS 36, an entity is
required to test for impairment
whenever there are indicators that an
asset's carrying amount may not be
recoverable.

• The Company has not performed
an impairment test on its property, plant
& equipment (PPE), investments, and
other financial assets, despite:

• The Company's significant
accumulated losses and negative net
worth. Certain assets being non¬
operational or underutilized.

• In the absence of an independent
fair valuation or impairment study, we
are unable to determine whether the
carrying amounts of assets are
recoverable or require impairment
adjustments.

The Hon'ble NCLT has approved the
Resolution Plan submitted by a consortium
led by PRECA Solutions India Private
Limited (hereinafter referred to as
"Resolution Applicant") vide its Order
dated 23rd Oct, 2024 ("Approval Order").
The Resolution Applicant has then formed
an SPV namely "PRECA Structures Private
Limited" for implementation of the
approved resolution plan. The new Board
of Directors has been reconstituted to
manage affairs of the company w.e.f. 06th
Nov 2024 which is confident run the
business of the Company successfully in
the coming years for the benefit of all the
stakeholders of the Company. The new
Board of Directors has been reconstituted
to manage affairs of the company w.e.f.
06th Nov 2024 which is confident run the
business of the Company successfully in
the coming years for the benefit of all the
stakeholders of the Company.

Investment in Unquoted Equities (Ind AS
109 - Financial Instruments)

The parent Company had made
investment in its subsidiary amounting
to Rs.13,993.47 Lakhs since 2007 has
been carry forward at cost, However, the
current fair value of these investments
has not been ascertained by the
management, no valuation study has
been conducted to assess potential
impairment, Consequently,
recoverability of this investment is
uncertain. We did not audit the financial
statements of Digitech Systems Pvt Ltd,
which reflects total assets of Rs.
17,430.88 Lakhs as of March 31, 2025

The Hon'ble NCLT has approved the
Resolution Plan submitted by a consortium
led by PRECA Solutions India Private
Limited (hereinafter referred to as
"Resolution Applicant") vide its Order
dated 23rd Oct, 2024 ("Approval Order").
The Resolution Applicant has then formed
an SPV namely "PRECA Structures Private
Limited" for implementation of the
approved resolution plan. The new Board
of Directors has been reconstituted to
manage affairs of the company w.e.f. 06th
Nov 2024 which is confident run the
business of the Company successfully in
the coming years for the benefit of all the
stakeholders of the Company. The new

and a net loss after tax Nil. These

Board of Directors has been reconstituted

financial statements have bot been

to manage affairs of the company w.e.f.

reviewed or audited by us and we have

06th Nov 2024 which is confident run the

relied solely on management

business of the Company successfully in

representations. Our opinion is qualified

the coming years for the benefit of all the

in respect of this matter.

stakeholders of the Company.

As of the balance sheet date:

• The Company has executed 50%
of the settlement obligations to financial
and operational creditors under the
approved Resolution Plan.

• The continued solvency and
operational stability of the Company
depend on the timely execution of the
remaining obligations and
implementation measures as laid down
in the Resolution Plan approved by the
Hon'ble NCLT, Hyderabad bench order
dated on October 23, 2024.

While this does not constitute a material
misstatement, it is significant to users of
the financial statements.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with
Regulation 24A of SEBI LODR Regulations, as amended, the Board, subject to the approval of
the shareholders, has appointed M/s. RPR & Associates, Company Secretaries to undertake
the Secretarial Audit of the Company for a period of five years i.e. from FY 2025- 26 to FY
2029-30. The Secretarial Audit Report issued by M/s. RPR & Associates for the period under
review in Form MR-3 is in
Annexure-IV to this Report. Management Representation forms
part of qualifications, reservations or adverse remarks in the Secretarial Audit Report.

(c) Internal Auditors

During the year under review, the Company has appointed M/s. PVRM & Associates, Chartered
Accountants as internal auditors to review internal controls and operating systems and
procedures.

(d) Cost Auditors

Appointment of Cost Auditors is not applicable as the turnover is less than applicable limit and
hence maintenance of cost records was not applicable to the Company.

(e) Cost Audit Records

Pursuant to the rules made by the Central Government under sub-section (1) of Section 148
of the Act, the maintenance of cost records is not applicable to the company for the year under
review.

Declaration as per Section 134(3) of the Companies Act, 2013

During the year, the statutory auditors and secretarial auditors have not reported any instances
of frauds committed by or against the Company by its Directors/ Officers/ Employees to the
Audit Committee under section 143(12) of the Companies Act, 2013 and rules made thereof.
Therefore, no details are required to be disclosed under Section 134 (3) (ca) of the Act.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery
and stocks have been fully insured.

Corporate Social Responsibility initiatives:

Since the Company did not have profits (average net profits for the last three financial years),
it was not obligated to contribute towards CSR activities during FY 2024-25.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is
not required to be given as the Company was not required to contribute towards CSR activities
during FY 2024-25.

Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual
Return of the Company shall be placed on the Website of the Company at www.neueon.in.

Human resources

The management believes that competent and committed human resources are vitally
important to attain success in the organisation. In line with this philosophy, utmost care is
being exercised to attract quality resources and suitable training is imparted on various skill-
sets and behaviour. Various initiatives were undertaken to enhance the competitive spirit and
encourage bonding teamwork among the employees and could achieve the targeted growth
in the performance of the Company.

Policy on Prevention of Sexual Harassment

The Company has formulated and implemented a policy for Prevention of Sexual Harassment
of Women at workplace. During the year under review, the Company has not received any
complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and
harmonious working environment. We follow Zero Tolerance towards Corruption and
unethical conduct.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the financial year ended March 31, 2025, the Company has not
received any Complaints pertaining to Sexual Harassment.

Statement of deviation(s) or variation(s) in the use of proceeds

Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations, this is to state that this Regulation
is not applicable to the Company since the Company has not made public issue, rights issue
or preferential issue during the year under review and accordingly there are no deviations or
variations in the use of proceeds from the objects stated in the offer document or explanatory
statement to the notice for the general meeting, as applicable.

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as
stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is annexed hereto as
Annexure-VI and forming part of this report.

Auditors' certificate on Corporate Governance

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
auditor's certificate on corporate governance regarding the compliance of conditions forms
integral of this Report.

Statement containing additional information as required under Schedule V of the
Companies Act, 2013

A statement containing additional information as required under Clause IV of Section II of Part
II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate
Governance, which forms part of this Annual Report.

Maternity benefit provided by the company under Maternity Benefit Act 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women
employees received the required benefits, including paid leave, continued salary and service,
and post-maternity support like nursing breaks and flexible work options.

Data Privacy, Data Protection, and Cybersecurity

The Company is committed to upholding the highest standards of data privacy and protection.
In light of the increasing reliance on digital infrastructure, the Company has implemented
comprehensive cybersecurity and data protection policies, aligned with industry best practices
and the evolving regulatory framework, including provisions under the Information
Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

- Deployment of end-to-end encryption and multi-layered security protocols for data storage
and transfer.

- Regular third-party cybersecurity audits and vulnerability assessments.

- Employee training programs on data protection and cybersecurity awareness.

- Strict access control mechanisms and implementation of role-based permissions.

- Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of
stakeholder information and business continuity.

Audit trail applicability (audit and auditors) rules 2014 - Rule 11 of the Companies Act
2013.

The Company has used accounting software for maintaining its books of account for the
financial year ended March 31, 2025 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded
in the software.

Appointment of Designated Person (Management and Administration) Rules 2014 - Rule
9 Of the Companies Act 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the Company to designate a responsible
individual for ensuring compliance with statutory obligations.

The Company has proposed and appointed Mr. Sudheer Rayachoti, Managing Director of the
Company as a Designated Person by the Board and the same shall be reported in the Annual
Return of the Company.

Details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016

During the year under review, no application was made under the Insolvency and Bankruptcy
Code, 2016 and there were no one time settlement with any of the Banks or Financial
Institutions.

Business Responsibility and Sustainability Report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for
top 1,000 listed entities based on market capitalisation. In accordance with the Listing
Regulations, our company does not fall under 1,000 listed entities based on market
capitalisation.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and
Analysis as explained in the Corporate Governance Report, describing the Company's
objectives, projections, estimates and expectations may constitute 'forward looking
statements' within the meaning of applicable laws and regulations. Actual results might differ
materially from those either expressed or implied in the statement depending on the
circumstances.

Appreciation

The board wish to place on record its appreciation to employees at all levels for their hard
work, dedication and commitment. The enthusiasm and unstinting efforts of the employees
have enabled the Company to stream line all the pending compliances and thereby to have a
fresh start for the Company.

Acknowledgements:

Your directors would like to place on record their sincere appreciation to customers, business
associates, bankers, vendors, government agencies and shareholders for their continued
support.

By order of the Board
For Neueon Towers Limited

Date: July 15, 2025
Place: Hyderabad

Sudheer Rayachoti PVS Santharam

Chairman & Managing Director Whole time Director

DIN: 01914434 DIN: 07536846

 
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