Your directors have pleasure in presenting before you the 17th Board’s Report on the Company’s business and operations, together with the audited financial statements (standalone & consolidated) for the financial year ended March 31,2024.

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”) was initiated by the Financial Creditors of the Company. The Financial Creditors petition to initiate the CIRP Process was admitted by the National Company Law Tribunal (“NCLT”) Hyderabad Bench on June 06, 2019 (“Insolvency Commencement Date”). On appointment of the Interim Resolution Professional (“IRP”) to manage the affairs of the Company and Resolution Professional (“RP”) by the committee of creditors (“CoC”), the powers of the Board of Directors of the Company were suspended.

The RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Out of various resolution plans submitted by Resolution Applicants, the CoC approved the resolution plan submitted by M/s. Longview Resources (HK) Limited. The RP submitted the CoC approved resolution plan to the NCLT, Hyderabad Bench for its approval.

However, this Hon’ble NCLT rejected the Resolution Plan submitted by the successful SRA by Order dated October 14, 2021 and ordered liquidation in the manner laid down in Chapter III of the Code and consequently appointed one Sri. Ramchander Rao Bikumalla having Registration No. IBBI/IPA-001/IP-P00740/2017-18/11261 as Liquidator as per Section 34 (4) of the Code and to follow up the Procedure as laid down in the Code.

Sri. Ramachander Rao Bikumalla, the liquidator appointed by this Hon’ble Tribunal by Order dated October 14, 2021 in I.A. No. 1114 of 2020 in CP(IB) No. 679/7/HDB/2018 was allowed to retire on medical grounds vide order passed in I.A. No. 1313 of 2022 in CP(IB) No. 679/7/HDB/2018 dated November 17, 2022 by this Tribunal and appointed Sri. CA Sai Ramesh Kanuparthi as Liquidator of the Corporate Debtor.

The said order dated October 14, 2021 in IA No. 1114 of 2020 has been set aside by the Hon’ble NCLAT, Chennai in an Appeal filed by one of the Operational Creditors being Company Appeal (AT) (CH)(Ins) No. 181 of 2022 vide order dated June 12, 2023.

Again, the RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Out of various resolution plans submitted by Resolution Applicants, the CoC approved the resolution plan submitted by PRECA Solutions India Private Limited (hereinafter referred to as “Resolution Applicant”). The RP submitted the CoC approved resolution plan to the NCLT, Hyderabad Bench approved the resolution plan submitted by M/s. PRECA Solutions India Private Limited.

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 has been reconstituted to manage affairs of the company w.e.f. November 06, 2024 as per approved resolution plan.

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.

Financial performance

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 2023-24. The financial highlights of the Company’s standalone operations are as follows:

(Amount in ' Lakhs)

The financial highlights of the Company’s consolidated operations are as follows: (Amount in ' Lakhs)

Performance

a) Operations

The total revenue of the Company for the financial year ended March 31,2024 was ' 152.72 Lakhs as compared to the previous year’s total revenue of ' 151.85 Lakhs. During this financial year the Company has earned a net loss of ' 9369.77 Lakhs as against the previous year’s net loss of ' 9325.14 Lakhs.

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 new 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 31,2024.

Share Capital

During the F.Y. 2023-24, there is no change in share capital of the company.

However, 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:

*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.

Capital restructuring of the Company by way extinguishment of total Cumulative Redeemable Preference Shares (CRPS) capital of INR 1,26,83,229/- of the Company is under process.

Transfer to reserves

For the financial year ended March 31, 2024, the Company has not transferred any amount to General Reserves and Surplus Account.

Dividend

The Company has not declared any dividend during the year.

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 31,2024.

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 2023-24, there was no unpaid/ unclaimed dividend pertaining to FY 2015-16 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.

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 2023-24.

Significant and material orders passed by the regulators

During the FY 2023-24, 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.

However, subsequent to the end of the FY 2023-24, 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.

Material changes and commitments

There were no material changes and commitments, affecting the financial position of the Company between the end of the financial year March 31,2024 to which the financial statements relates and the date of signing of this report.

Board of Directors

During the start of the FY 2023-24, the following are the Directors on the Board of the Company

However, on appointment of the Interim Resolution Professional (“IRP”) to manage the affairs of the Company and Resolution Professional (“RP”) by the committee of creditors (“CoC”), the powers of the Board of Directors of the Company were suspended since June 06, 2019.

Declaration by the Independent Directors

The Company has not received declarations from all independent directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made there under and SEBI LODR Regulations since the powers of the Board of Directors of the Company were suspended since June 06, 2019 due to admission of the Company for Insolvency Resolution Process by the Hon'ble NCLT, Hyderabad bench.

Policy on Directors’ appointment and remuneration and other details

The powers of the Board of Directors of the Company were suspended since June 06, 2019 due to admission of the Company for Insolvency Resolution Process by the Hon'ble NCLT, Hyderabad bench.

Annual Board Evaluation

The powers of the Board of Directors of the Company were suspended since June 06, 2019 due to admission

of the Company for Insolvency Resolution Process by the Hon’ble NCLT, Hyderabad bench. Hence no Board Evaluation was carried out.

Familiarisation Programme

During the period under review, the powers of the Board of Directors of the Company were suspended since June 06, 2019 due to admission of the Company for Insolvency Resolution Process by the Hon’ble NCLT, Hyderabad bench. Hence no familiarization programmes were conducted.

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, 2024, your company is having one wholly owned subsidiary - M/s. Digitech Business Systems Limited, Hong Kong

As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary in Form AOC-1 is enclosed as Annexure-II to this Report.

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.

Related party transactions

There are no transactions entered with Related Parties for the year under review. 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.

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.

Statutory Auditors

The Resolution Professional has appointed M/s. RPSV & Co. Chartered Accountants, as Statutory auditor of the company for period 2021-22, 2022-23 and 2023-24.

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 December 02, 2024 recommended the re-appointment of M/s. RPSV & Co. (FRN.: 013151S), Chartered Accountants as a Statutory Auditor of the Company for another term of 5 (Five) consecutive years commencing from F.Y. 2024-25 to 2028-29, for the approval of shareholders at ensuing Annual General Meeting. The Auditors 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 re-appointment for a term of 5 (Five) consecutive years who shall hold the office till the conclusion of 22nd Annual General Meeting of the Company to be held in the year 2029.

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’ Report

(a) Statutory Auditors Report

The Resolution Professional in its meeting held on May 27, 2024 duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31,2024. In line there off, qualifications/ emphasis of the matter and management replies as below:

(b) Internal Auditors

During the year under review and as the company was under CIRP and supervision of Resolution Professional, the Company has not appointed any internal auditors to review internal controls and operating systems and procedures.

(c) Cost Auditors

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.

(d) Cost Audit Records

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) Secretarial Auditors and their Report

The Resolution Professional has appointed Mr Shaik Ibraheem, Sole proprietor of M/s. SI & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for the financial year ended March 31, 2024 who had given his consent and eligibility to act as the Secretarial Auditors of the Company.

The Secretarial Audit for the financial year ended March 31, 2024, was carried out by M/s. SI & Associates, Practicing Company Secretaries. The Report given by the Secretarial Auditors in Form MR-3 is annexed as Annexure-IV and forms integral part of this Report.

The board of directors in its meeting held on Dec 02, 2024 duly reviewed the Secretarial Auditor’s Report for the year ended March 31,2024 and has noted the following qualifications/ observations/ deviations together with the management replies:

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the FY 2023-24 from M/s. SI & Associates, Practicing Company Secretaries which is annexed as Annexure-IV(A) and forms integral part of this Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has obtained a certificate on nondisqualification of directors from Mr Y Ravi Prasada Reddy, (Membership No.: FCS 5783), Proprietor of M/s. RPR & Associates, Practicing Company Secretaries (PCS Registration No. 5360) which is annexed as Annexure-IV(B) and forms integral of this Report.

Corporate Social Responsibility (CSR)

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 2023-24.

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 2023-24.

Management Discussion and Analysis Report

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis for the year ended march 31,2024 is annexed hereto as Annexure-V and forms integral of this Report.

Corporate Governance

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. It is imperative that your company's affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.

The Report on corporate governance for the year ended March 31,2024, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure-VI and forms integral 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.

Risk Management

During the year, the risk assessment parameters were reviewed. The Resolution Professional reviewed the element of risks and the steps taken to mitigate the risks. In the opinion of the RP, there are no major elements of risk which have the potential of threatening the existence of the Company.

Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. The robust governance structure has also helped in the integration of the Enterprise Risk Management process with the Company's strategy and planning processes where emerging risks are used as inputs in the strategy and planning process. Identified risks are used as one of the key inputs in the strategy and business plan.

Internal Financial Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations under the supervision of Resolution Professional.

Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the audit reports, Company undertakes corrective actions in respective areas and strengthens the control. Significant audit observations and corrective actions thereon are presented to the Resolution Professional periodically.

The Resolution Professional of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

Consolidated financial statements

The Consolidated Financial Statements of the Company and its subsidiary for FY 2023-24, are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies

(Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor’s Report thereon forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiary are available on the website of the Company www.neueon.in. The annual accounts of the subsidiary and related detailed information will be made available to investors seeking information till the date of the ensuing 17th AGM.

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 22, 2024, the stock exchanges i.e., NSE & BSE had granted approval for recommencement of trading which was under suspension from January 06, 2022.

The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year 2022-23 as per Hon’ble NCLT Order.

Whistle blower Policy

The Company has adopted a Whistle-blower Policy to provide a formal mechanism to the Directors, Employees and its Stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. Protected disclosures can be made by a whistleblower through several channels.

The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. No personnel of the Company have been denied access to the Audit Committee.

The Whistle-blower Policy also facilitates all employees of the Company to report any instance of leak of Unpublished Price Sensitive Information. The Policy will be posted on the website of the Company by new management.

Reporting of Fraud

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Resolution Professional under Section 143(12) of the Act, details of which need to be mentioned in this Report.

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 Resolution Professional 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.

Annual Return

As required under 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 for the FY 2023-24 will be placed on the website of the Company www.neueon.in.

Prevention of Sexual Harassment of Women at Workplace

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended March 31,2024, the Company has not received any Complaints pertaining to Sexual Harassment.

Particulars of Loans, Guarantees or Securities or Investments

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

Managing Director (MD) & Chief Financial Officer (CFO) Certification

The powers of the Board of Directors of the Company were suspended since June 06, 2019 due to admission of the Company for Insolvency Resolution Process by the Hon’ble NCLT, Hyderabad bench. Hence no such certificate was obtained.

Meetings of the Board of Directors and its Committees during the Financial Year 2023-24

During the year under review, the Board has been suspended. Since the company was under liquidation and from September comes under CIRP, only one meeting took place by resolution professional on January 12, 2024

The details were disclosed in the report on Corporate Governance which forms part of this Annual Report.

Committees of the Board

The power of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee are suspended due to admission of the Company for IRP.

Nomination and remuneration policy

The Company has a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The details of Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report.

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 skillsets and behaviour. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees, which resulted to uninterrupted operations of the Company and could achieve the targeted growth in the performance of the Company.

Insurance

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

Revision of Financial Statements

There was no revision of the financial statements for the year under review Compliance with SEBI (LODR) regulations, 2015

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 23th 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 resolution plan is thus binding on all stakeholders. The new Board of Directors has been reconstituted to manage affairs of the company w.e.f. 06th Nov 2024. In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with M/s. BSE Limited and M/s. National Stock Exchange of India Limited and the new management will review the required policies and will be made available on Company’s website.

Non-Executive Directors Compensation and disclosures

The powers of the Board of Directors of the Company were suspended since June 06, 2019 due to admission of the Company for Insolvency Resolution Process by the Hon’ble NCLT, Hyderabad bench. Hence not applicable during the year under review.

Industry based disclosure

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required. Event based disclosure

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee’s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act is required to be given.

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The

Company did not purchase or give any loans for purchase of its shares.

5. Preferential Allotment of Shares: The Company has not issued shares on preferential basis to the promoters and non-promoters.

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.

Directors’ responsibility statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, the new Board of Directors of the Company hereby confirms:

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

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the statement of profit of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year 2023-24 have been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

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.

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.

Acknowledgement

The board take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government, Indian Railways, stakeholders and the shareholders for their support and co-operation extended to the Company from time to time. The board is pleased to record its appreciation of the sincere and dedicated services of the employees and workmen at all levels.

By order of the Board

For Neueon Towers Limited

Sudheer Rayachoti PV Santharam Seranyan

Date: December 02, 2024 Chairman & Managing Director Whole time Director

Place: Hyderabad DIN: 01914434 DIN: 07536846