Neueon Corporation Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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. 06^th
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 17^th Annual General Meeting held on 31^st 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 23^rd 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

---

Mar 31, 2024

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)

Particulars	2023-24	2022-23
Total Income	152.72	151.85
Total Expenditure	9522.48	9476.99
Profit before Tax	(9369.77)	(9325.14)
Provision for Tax	--	--
Profit after Tax	(9369.77)	(9325.14)
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: (Amount in '' Lakhs)

Particulars	2023-24	2022-23
Total Income	152.72	151.85
Total Expenditure	9522.48	9476.99
Profit before Tax	(9369.77)	(9325.14)
Provision for Tax	--	--
Profit after Tax	(9369.77)	(9325.14)
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 31,2024 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:

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.

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

Sl.No.	Name of the Director	DIN	Designation
1	Mr Srinivasa Raju Gottumukkala	00132249	Managing Director
2	Mr Venkata Bhaskara Rao Maddala	01526381	Independent Director
3	Mr Lanka Visweswar Rao	02754292	Independent Director
4	Mr. Hanumantha Rao Sandepudi	00118801	Non Executive Director

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:

Statutory Auditors Qualifications in the Secretarial Audit Report

Management Replies

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

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 which is confident run the business of the Company successfully in the coming years for the benefit of all the stakeholders of the Company.

(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:

Secretarial Auditors Qualifications in the Secretarial Audit Report	Management Replies
The Company is yet to file the Cost Audit Reports, for the financial years 2018-19, 2019-20 and 2020-21 with the Central Government.	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. The Hon’ble Supreme Court through various judgements including Essar Steel India Ltd, Committee of Creditors vs. Satish Kumar Gupta, (2020) 8 SCC 531 (“Essar”) and recently upheld in Civil Appeal No. 8129/2019 - Ghanashyam Mishra vs. Edelweiss Asset Reconstruction Company Limited (Para 86) (“Edelweiss) has propounded concept of the “Clean Slate”, wherein the successful Resolution Applicant inherent and takes over company “Clean” free from all fines, charges, penalty and fees.
The Company has not paid annual listing fee for the years 2020-21,202122, 2022-23, 2023-24 and 2024-25.	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. The Hon’ble Supreme Court through various judgements including Essar Steel India Ltd, Committee of Creditors vs. Satish Kumar Gupta, (2020) 8 SCC 531 (“Essar”) and recently upheld in Civil Appeal No. 8129/2019 - Ghanashyam Mishra vs. Edelweiss Asset Reconstruction Company Limited (Para 86) (“Edelweiss) has propounded concept of the “Clean Slate”, wherein the successful Resolution Applicant inherent and takes over company “Clean” free from all fines, charges, penalty and fees. However as per Hon’ble NCLT order, listing fee for financial year 2020-21, 2021-22, 2023-24 has paid to BSE and consider as part of CIRP Cost.

The Company has not filled the vacancy of the Chief Financial Officer and Whole Time Company Secretary as required under Section 203 of the Companies Act, 2013 read with Rule 8 and 8A respectively of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	Since, vacancy of Chief Financial Officer and Whole Time Company Secretary has to be filed by Board of Directors, however the powers of the Board of Directors of the Company stood suspended, and such powers are vested with the Resolution Professional.
The Company''s status under MCA portal is ‘Active non-complaint'' due to its failure to file form INC-22A with Registrar of Companies (“ROC”) pursuant to section 12 of the Companies Act, 2013.	Since the company is under CIRP, hence company is not able to file ACTIVE form.
The Company has not submitted Shareholding pattern for the Quarter ended 31.03.2024 as required under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company is in process of applying waiver application for waiver of SOP fines with the stock exchanges based on the immunity provided under the Resolution Plan approved by the Hon''ble NCLT, Hyderabad bench and obtained the waiver from both the BSE & NSE on compliance prior to Hon''ble NCLT order dated 23rd Oct 2024.
The Company has not submitted statement on shareholder complaints for the Quarter ended 31.03.2024 as required under Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Since the company is under CIRP, the Company is in process of applying waiver application for waiver of SOP fines with the stock exchanges based on the immunity provided under the Resolution Plan approved by the Hon''ble NCLT, Hyderabad bench and obtained the waiver from both the BSE & NSE on compliance prior to Hon''ble NCLT order dated 23rd Oct 2024.

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

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Mar 31, 2016

DIRECTORS’ REPORT

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Report and the Audited Financial Statements of your Company for the year ended 31st March 2016.

Company’s Performance:

Your Company has achieved a turnover of Rs. 1,39,780.63 lakhs for the year ended 31st March, 2016, as against the turnover of Rs. 2,11,440.84 lakhs for the previous year ended 31st March, 2015, the highlights of the financial results are as follows:

(Rs. in lakhs)

Particulars	Financial Year ended 31st March, 2016	Financial Year ended 31st March, 2015
Profit before Depreciation and Interest	23,572.30	25,924.59
Interest	25,795.56	22,680.27
Depreciation	7,830.51	2,741.00
Profit before tax	(10,053.77)	503.32
Provision for
- Current tax	-	100.70
- Deferred tax	4,501.99	19.89
Profit after tax	(14,555.76)	382.73
Dividend on CRPS	-	2.53
Profit carried to Balance Sheet	(14,555.76)	380.20

Review of Operations:

In order to complete in the changing market conditions, STL started adapting different strategic initiatives in its existing businesses. A focused approach and unique strategy was adopted for each business division with the objective of achieving higher growth and profitability. Various strategic initiatives are also in pipeline to lead the divisions towards profitability and stability. However, these initiatives are yet to be yield any results. Your company is also in talks with the lender for restructuring of its debt obligations in view of the sluggish cash flows.

Subsidiary Companies:

Your Company has the following Wholly Owned Subsidiaries:

A) Digitech Business Systems Ltd:

The operations of M/s. Digitech Business Systems Limited have commenced in a small way. We have stepped up the marketing activities under the aegis of this Company and we hope to clock good turnover during the next year. Company has started looking for a strategic investor either to sell off or to join as a partner.

B) Telesuprecon Limited:

M/s Telesuprecon Limited has branches in three countries viz., Malawi, Zambia and Kenya, providing telecom infrastructure services to Telecom operators. The Telecom Business in Africa was slowdown and many contracts were kept pending due to Global recession. We hope for the improvement of the situation during the next year. As per the law prevailing in Mauritius, financial statements of M/s Telesuprecon Limited are not required to be audited.

C) STL Africa Limited:

As of date the concentration is more on CAD/ CAM contracts and Company is planning to enter into Execution Contracts across Eastern Africa and has already started working in this direction.

Consolidated Financial Statements:

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 133 of the Companies Act, 2013. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

As per the provisions of Companies Act, 2013 annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies’ investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and that of the subsidiary companies concerned. A gist of the financial performance of the subsidiaries in the prescribed Form AOC-1 is enclosed to this annual report.

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees and Investments as required under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

Deposits:

The Company has not accepted any deposits covered under chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on 31st March, 2016.

Industrial Relations:

Your directors are happy to report that during the year there were very cordial and extremely good industrial relations at all levels.

Meetings:

During the year under review 6 (Six) board meetings were held on 6th May, 2015, 20th May, 2015, 12th August, 2015, 14th November 2015, 28th December, 2015 and 12th February, 2016. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.

Directors:

During the year under review, the members of the Company at their Annual General Meeting held on September 30th, 2015 appointed Smt B.Sandhyasri as Independent Directors under Section 149 of the Act to hold office for 5 (Five) consecutive years w.e.f March 30, 2015 and appointed Shri G. Srinivasa Raju, as the Managing Director of the Company for a period a 5(Five) years w.e.f. May 28th, 2015. During the year, Smt B.Sandhyasri, an Independent and Non Executive Director of the Company resigned from the Board of Directors with effect from May 30th, 2016. The Board placed on record its sincere appreciation and thanks to Smt B. Sandhyasri for her support and guidance provided from time to time during her tenure as Director of the Company.

The Board has appointed Smt A.Syamala Reddy, as Additional Director (Independent Director) w.e.f August 27th, 2016 and now it is recommended her appointment to be regularized and be appointed for a period of 5(Five) years i.e from September 30th, 2016 to September 30th, 2021. Her appointment on the Board shall also fulfill the requirement of a Woman Director on the Board of the Company as required under the Companies Act, 2013 and

Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Shri. L.V. Rao, Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Resolutions proposing their reappointment/ appointments as Directors will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors’ Report.

The following persons are Key Managerial Personnel of the Company:

1. Shri G. Srinivasa Raju, Managing Director

2. Shri S. Kalyani, Vice-President (Finance)

3. Shri P. Apser Hussen, Company Secretary During the year there is no change in the role of the aforesaid KMP.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of this Report.

Related Party Transactions:

The Board of Directors, on recommendation of the Audit Committee framed a policy for Related Party Transaction which includes matters covered u/s 178(3) of the Companies Act, 2013. The details of the same are provided in the Corporate Governance Report. The Policy is also posted in the Investors section of the Company’s website.

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are 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 requisite details of the related party transactions entered into during the financial year are provided in Annexure (I) included in this to this report.

Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee on a quarterly basis.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration / commission, has any pecuniary relationships or transactions vis-a-vis the Company.

Audit Committee:

Your Company has constituted an Audit Committee as per the requirements of Section 177 of the Companies Act, 2013. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013, is given in the Corporate Governance Report furnished as part of the Annual Report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

Sexual Harassment Policy:

The Company as required under the provisions of “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

In the year under review, the Company has not received any complaint under the said Policy.

Corporate Social Responsibility:

The Board of Directors, on recommendation of the Corporate Social Responsibility Committee framed a Corporate Social Responsibility Policy in consonance with Section 135 of the Companies Act, 2013 read with the rules framed there under duly indicating the activities to be undertaken by the Company as specified in the Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Policy is posted in the Investors section of the Company’s website.

The Annual Report on CSR activities is annexed herewith as Annexure (II) and forms part of this report.

Risk Management:

The Risk Management programme at the Company is focused on ensuring that risks are known and addressed. The Board of Directors, on recommendation of the Audit Committee, established a robust Risk Management framework by framing a Risk Management Policy to deal with all risks including possible instances of fraud and mismanagement, if any. The Risk Management Policy details the Company’s objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities. The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company. The board periodically tracks the progress of implementation of the Risk Management policy.

Directors’ Responsibility Statement:

Directors’ Responsibility Statement as required under the provisions of Section 134(3)(c) of the Companies Act, 2013, is given in the Annexure (III) attached hereto and forms part of this Report.

Statutory Auditors:

The Statutory Auditors of the Company, M/s. Venugopal & Chenoy, Chartered Accountants, (Firm Regn. No. 004671S), were re-appointed by the members at the 7th Annual General Meeting held on 30th September, 2014 for a term of 3(Three) years till the conclusion of 10th Annual General Meeting to be held in 2017. Members are requested to ratify the same at the ensuing Annual General Meeting of the company, in accordance with section 139 of the Companies Act, 2013.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2016 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

Cost Auditors:

M/s. Nageswara Rao Co., Cost Accountants, (Member Ship No Firm No.000332) Hyderabad were re-appointed as Cost Auditors of the Company for the Year 2016-17 as per the provisions of the Companies Act, 2013 and the rules made there under.

The Cost Auditor has submitted the report along with their observations and suggestions, and Annexure to the Central Government/stipulated authority within stipulated time period.

Members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing Annual General Meeting of the company, in accordance with section 148 of the Companies Act 2013.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed Shri Y Ravi Prasada Reddy, Practicing Company Secretary (CP. No 5360) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by Shri Y Ravi Prasada Reddy Practicing Company Secretaries for the financial year ending 31st March, 2016 is given in the Annexure (IV) attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

Extract of Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure (V) and forms part of this Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure (VI) attached hereto and forms part of this Report.

Environment and Social Obligation:

The Company’s plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning.

Particulars of Employees:

The information required pursuant to the provision of Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are set out in Annexure-(VII) of this Report.

Vigil Mechanism:

The Board of Directors, on recommendation of the Audit Committee, established a vigil mechanism by framing a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/ misconduct.

Remuneration Policy:

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report.

The Policy is also posted in the Investors section of the Company’s website www.sujana.com.

Board Evaluation:

The Board of Directors evaluated the annual performance of the Board as a whole, its committee’s and the directors individually in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in the following manner:

- Structured evaluation forms, after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the

Board, its Committee’s and each director were circulated to all the members of the Board along with the Agenda Papers.

- The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

- The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 30th March, 2016 to evaluate the performance of the Chairman, the Non Independent Directors, the Board and flow of information from management.

Human Resource Management:

Human Capital has gained prime importance in last few years. Our Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets. We have changed the Organization Structure to optimize best resources & to leverage the market potential. We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement.

Dividend:

As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS), your Company is required to pay the dividend of Rs. 1,24,203/-(Previous year Rs. 1,48,513/-) which represents 1% on 1,24,203 Cumulative Redeemable Preference Shares(CRPS) of Rs.100/- each to the holders of Cumulative Redeemable Preference Shares for the year under review. However, the Company has not provided a provision for dividend due to losses.

With an unprecedented raise costs and interrupted supplies and power cuts, operations are severely hit. The Company’s operations also hampered during the year. As a result the profit of the Company was declined and your director’s are not proposing any equity dividend during the year.

Quality:

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

Material Changes and Commitments:

There is no material change and commitments has occurred, affecting the financial position of the Company, between the end of the financial year of the company i.e. 31st March, 2016 and the date of this report.

Details of significant and material Orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Company’s operations in future:

There are no significant and material orders passed during the year.

Internal Control Systems and their adequacy:

Your Company has an effective Internal Control System to prevent fraud and misuse of Company’s resources and protect shareholders’ interest. Your Company has an independent Internal Audit Department to monitor and review and focus on the compliances of various business processes. The internal audit report along with audit findings and tracking of process improvements & compliances is presented for review to the Audit Committee of Board of Directors.

Corporate Governance:

Your Company has complied the applicable regulations of SEBI (Listing Obligations and Discloures Requirements) Regulations, 2015 regarding Corporate Governance. Management Discussion and Analysis a report on the Corporate Governance practices, the practicing Company Secretary’ Certificate on compliance of mandatory requirements thereof and are given as Annexure (VIII) & (IX) to this report.

Acknowledgment:

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.

The Directors also wish to place on record their appreciation for all the employees for their commitment and contribution towards achieving the goals of the Company.

The Directors also thank the Governments of various Countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

BY ORDER OF THE BOARD

G.Srinivasa Raju S.Hanumantha Rao

Managing Director Director

Place: Hyderabad

Date: 27th August, 2016

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting you the Seventh Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2014.

1. Company''s Performance

Your Directors hereby report that the Company has achieved a turnover of Rs.1,80,098.61 lakhs upto 31.03.2014, as against the turnover of Rs.1,79,830.23 lakhs during the previous financial period ended 31.03.2013.

The highlights of the financial results are as follows:

(Rs. in lakhs)

Financial Financial Year ended Year ended Particulars 31st March, 31st March, 2014 2013

Profit before Depreciation 22,552.00 17,539.65 and Interest

Interest 20,030.91 14,667.33

Depreciation 2,254.56 2,216.32

Profit before tax 266.53 656.00

Provision for

- Current tax 105.55 131.31

- Deferred tax (19.07) 152.07

Profit after tax 180.05 372.61

Dividend on CRPS 3.26 3.47

Profit carried to Balance 176.79 369.14 Sheet

2. Review of Operations

The Company achieved a turnover of Rs.1,80,098.61 lakhs and earned profit after tax of Rs. 180.05 lakhs. The Gross Block as on 31.03.2014 stood at Rs. 60,371.11 lakhs and the Net Block as on 31.03.2014 stood at Rs.45,876.03 Lakhs.

3. Prospects

With the restructuring of its debt and implementation of the revival package approved by the CDR Cell your Company believes that it will gradually be able to revive its operations towards profitability. Your Company has been extremely fortunate to have full support of its employees during this period and all efforts are being made to garner support from the customers of the Company as well when the operations of the Company are revived.

4. Subsidiaries

a. Digitech Business Systems Limited

The operations of M/s. Digitech Business Systems Limited have been picked up and able to sustain in the market with a small margin. We have stepped up the marketing activities and planning to improve the activities during next year.

b. Telesuprecon Limited

M/s Telesuprecon Limited has branches in three countries viz., Malawi, Zambia and Kenya, providing telecom infrastructure services to Telecom operators. The Telecom Business in Africa was slowdown and many contracts were kept pending due to Global recession. The company is taking remedial measures to improve situation during next year. As per the law prevailing in Mauritius, financial statements of M/s Telesuprecon Limited are not required to be audited.

c. STL Africa Limited

As of date the concentration is more on CAD/CAM contracts and Company is planning to enter into Execution Contracts across Eastern Africa and has already started working in this direction.

5. Consolidated Financial Statements

Your Company has availed the general exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of your Company. The said exemption is granted vide circular issued by Ministry of Corporate Affairs dated 08.02.2011.

Accordingly, the said documents of subsidiary Companies are not being attached with the Balance sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The annual accounts of the subsidiary Companies are open for inspection by any member/ investor at the Company''s registered office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its subsidiary Companies who may be interested in obtaining the same. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is annexed to this Report.

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges and as prescribed by Accounting Standard 21 notified by the Government of India under Section 211(3C) of the Companies Act, 1956, the Audited Consolidated Financial Statements are annexed.

6. Industrial Relations

Your Directors are happy to report that the Industrial Relations have been extremely cordial at all levels throughout the year.

7. Future Plans

The Company is striving hard to capture the major share in the market of both Telecom and Transmissions sector on it''s own as well as through it''s subsidiary Companies viz., M/s. Digitech Business Systems Limited, Hong Kong, M/s. Telesuprecon Limited, Mauritius and M/s STL Africa Limited, Mauritius.

8. Dividend

As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS), your Company is required to pay the dividend of Rs. 278,250/- (Previous year Rs.2,96,800/-) which represents 1% on 2,47,335 Cumulative Redeemable Preference Shares(CRPS) of Rs.100/- each to the holders of Cumulative Redeemable Preference Shares for the year under review, Further your Company also provided a provision of dividend tax to the extent of Rs.47,290/- (Previous year Rs.1,26,100/-).

During the period under review 49,460 1% Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each were redeemed as per the terms and conditions of the CRPS.

9. Directors

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Shri Y.S. Chowdary, Chairman and Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

In accordance with the provisions of Companies Act, 2013 and the Listing Agreement, the office of directorship of Shri A.S. Anand Kumar, Shri M.V. Bhaskara Rao and Shri L.V. Rao, existing Independent Directors pursuant to Clause 49 of the listing agreement, with the enactment of the Companies Act, 2013 (''the Act'') it is now incumbent upon every listed Company to appoint ''Independent Directors'' as defined in Section 149 of the Act, which has been notified w.e.f. 1st April 2014, who are not liable to retire by rotation and shall hold office for a term up to 5 (five) consecutive years. Accordingly, it is proposed to appoint Shri A.S. Anand Kumar, Shri M.V. Bhaskara Rao and Shri L.V. Rao, as Independent Directors under Section 149 of the Act and Clause 49 (revised) of the Listing Agreement to hold office for 5 (five) consecutive years from 30th September, 2014 to 29th September, 2019, whose office shall not be liable to retire by rotation, at the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Resolutions proposing their reappointment / appointments as Independent Directors will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that :

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a going concern basis.

11. Disclosures under Section 217(1)(d) of the Companies Act, 1956

Material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report:

S. Change

Particulars No. (Yes/No)

(a) The purchase, sale or destruction of a plant or the destruction of inventories. No

(b) A material decline in the market value of inventories or investments No

(c) The expiration of a patent which had given the Company a virtual monopoly in the No sale of its principal products.

(d) The settlement of tax liabilities of prior period and the settlement of any legal No or other proceedings either favourably or adversely, if they were pending at the balance-sheet date.

(e) The institution of importance proceedings against the Company. No

(f) Material change in the capital structure in the resulting from the issuance, retirement No or conversion of share capital or stock .

(g) The disposal of a substantial part of the undertaking or the profits or loss whether No of a capital or revenue nature.

(h) Alteration in the wage structure arising out of Union Negotiations. No

(i) Incurring or any reduction of long-term indebtedness. No

(j) Entering into or cancellation of contracts. No

(k) Refund of taxes or completion of assessments. No

12. Code of conduct

As the New Companies Act, 2013 has been made effective from 01st April, 2014 which replaces the erstwhile Companies Act, 1956 (to the extent of notified sections) and the provision of Section 149(8) requires that the Audit Committee shall review and recommend to the Board for their approval, the Code of Conduct for the Independent Directors. In this connection, the draft Code of Conduct for Independent Directors was placed before the Board along with the recommendations of the Audit Committee and the same was approved by the Board in the Meeting held on 30th May, 2014.

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companies website. Board Members and Senior Management personnel have affirmed Compliance with the Code for the financial year 2013-14. A separate declaration to this effect is made out in the Corporate Governance Report.

13. Statutory Auditors

The Statutory Auditors of the Company, M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad, (Firm Registration Number: 004671S), who retire at the conclusion of ensuing Annual General Meeting, being eligible, offer themselves for re-appointment for a term of 3 (Three) years i.e., from the conclusion of this Annual General Meeting to the conclusion of the 10th Annual General Meeting in accordance with Section 139 of the Companies Act, 2013.

14. Personnel

There are no such employees in the Company, who are drawing remuneration more than Rs.6 lakhs per month during the financial period under review in accordance with Section 217(2A) of the Companies Act, 1956.

15. Human Resource Management

One of the key resources of Company is it''s employees. Your Company has been able to create a favorable work environment that encourages innovation and meritocracy. Your Company has put in place a scalable recruitment and human resource management systems.

The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

The number of employees as on 31.03.2014 is 172.

16. Quality

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

17. Insurance

All the properties and insurable assets of the Company, including Building, Plant and Machinery, stocks etc., wherever necessary and to the extent required, have been adequately the covered.

18. Listing of Company''s Securities

Your Company''s shares are currently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are currently listed at the Luxembourg Stock Exchange.

19. Dematerialization of Shares

Your Company''s shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

20. Fixed Deposits

Your Company has not accepted any fixed deposits from the public and is therefore, not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

21. Cost Auditors

M/s Nageswara Rao & Co., Cost Accountants, Secunderabad, (Regn.No.000332) Hyderabad were re-appointed as Cost Auditors of the Company for the Year 2014-15 as per the provisions of the Companies Act, 1956/2013 and the rules made there under.

Cost accounting records for the year ended 31st March, 2014 were maintained as per the Companies (Cost Audit Report) Rules, 2011. The Cost Auditor has submitted the report along with their observations and suggestions, and Annexure to the Central Government within the stipulated time period.

22. Corporate Social Responsibility

Pursuant to the provisions of Section 135 the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted the Corporate Social Responsibility Committee to monitor the Corporate Social Responsibility Policy of the Company from time to time and to recommend the amount of expenditure to be incurred on the activities related to CSR.

Your Company is committed socially not only to compliances of all the statutory laws and regulations but also actively participates in the improvement of quality of life of society at large. Your Company has a strong sense of community responsibility. Your Company follows the policy which is more and more beneficial to the society at large by promoting and encouraging economic, social and educational development and also giving active support to local initiatives around its area of operation thereby promoting upliftment of people in varied arenas of life.

Your Company has retained collective focus on the various areas of corporate sustainability that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, your Company, across its various operations is committed to making a positive contribution.

23. Whistle Blower Policy and Vigil Mechanism

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

24. Reconstitution of various committees of Board of Directors

Board of Directors of the Company, in accordance with Section 177 and 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and amended Clause 49 of the Listing Agreement, has reconstituted and widened the various Committees of the Board.

Accordingly, the Company has renamed its existing Remuneration Committee as Nomination and Remuneration Committee and have delegated to it powers as required under section 178 of the Act. Pursuant to Clause 49 (VI) of the listing agreement , your Company has constituted Risk Management Committee for framing, implementing and monitoring the risk management plan for the Company.

The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of the Section 177 of the Companies Act, 2013. The Company has also constituted a Corporate Social Responsibility Committee as required under Section 135 of the Companies Act, 2013.

25. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo The details regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in the Annexure 1 and forms part of this report.

26. Corporate Governance

A detailed report on Corporate Governance has been included separately in the Annual Report. A report on Management Discussion and Analysis prepared and attached to the Directors'' Report also forms part of this Annual Report.

27. Explanations to any qualifications in Auditors'' Report

There are no adverse remarks in the Auditors'' Report dated 30th May, 2014. However, the status on the disputed statutory dues is mentioned in Point No.(ix) (b) & (ix) (c) of Notes on Financial Statements.

28. Acknowledgements

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company the Board of Directors thank the employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

By order of the Board

S. Hanumanth Rao Y. Kamesh Director Managing Director

Place: Hyderabad Date: 28.08.2014

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting you the Sixth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2013.

1. Company''s Performance

Your Directors hereby report that the Company has achieved a turnover of Rs.1,79,830.23 lakhs upto 31.03.2013, as against the turnover of Rs. 2,03,425.14 lakhs during the previous financial period ended 31.03.2012.

The highlights of the financial results are as follows:

(Rs. in lakhs)

Financial Financial Year ended Year ended Particulars 31st March, 31st March, 2013 2012

Profit before 17,539.65 24,884.30

Depreciation and Interest Interest 14,667.33 13,224.17

Depreciation 2,216.32 1,952.75

Profit before tax 656.00 9,707.38

Provision for

- Current tax 131.31 2,610.23

- Deferred tax 152.08 1,025.90

Profit after tax 372.61 6,071.25

Dividend on CRPS 3.47 3.47

Profit carried to 369.14 6,067.78

Balance Sheet

2. Review of Operations

The Company achieved a turnover of Rs. 1,79,830.23 lakhs and earned profit after tax of Rs. 372.61 lakhs. The Gross Block as on 31.03.2013 stood at Rs. 48,869.00 lakhs and the Net Block as on 31.03.2013 stood at Rs. 36,628.48 Lakhs.

3. Prospects

With the restructuring of its debt and implementation of the revival package approved by the CDR Cell your Company believes that it will gradually be able to revive its operations towards profitability. Your Company has been extremely fortunate to have full support of its employees during this period and all efforts are being made to garner support from the customers of the Company as well when the operations of the Company are revived.

Indian GDP is estimated at 5.3% in F.Y.2013- 14 as per Prime Minister''s Economic Advisory Council (PMEAC). Indian steel demand is also expected to track GDP growth supported by easing interest rate cycle and resultant revival in infrastructure, construction, industrial and manufacturing sectors. Prediction of good monsoon in the current year, declining commodity prices globally, lower interest rates are positive to spur economic activity in the country. Notwithstanding, fragile recovery in US, sovereign debt crisis in Europe and slow down in China, domestic demand/ consumption is one of the primary drivers of Indian Economy, to be optimistic to show a GDP growth of above 7%. Based on these projections of the GDP, your Directors are confident that the projected operational figures would be achieved.

Corporate Debt Restructuring

Your Company had made a reference to the Corporate Debt Restructuring (CDR) cell constituted by Reserve Bank of India for restructuring of its financial debt. The CDR Cell positively considered the request of the Company and has approved the debt restructuring proposal given by the Company. For the purpose of implementation of the approved package as also to comply with the post-implementation requirements, IDBI Bank the lead consortium bank of the Company has been appointed as Monitoring Institution (MI) by the CDR Cell. To facilitate the process of monitoring of progress of sanction and implementation of the approved package by respective lenders and to revive the performance of the Company/ restructuring package on a continuous basis, a Monitoring Committee (MC), comprising of representatives of IDBI Bank, Central Bank of India and Exim Bank has also been constituted.

4. Subsidiaries

a. Digitech Business Systems Limited

The operations of M/s. Digitech Business Systems Limited have commenced in a small way. We have stepped up the marketing activities under the aegis of this Company and we hope to clock good turnover during the next year.

b. Telesuprecon Limited

M/s Telesuprecon Limited has branches in three countries viz., Malawi, Zambia and Kenya, providing telecom infrastructure services to Telecom operators. The Telecom Business in Africa was slowdown and many contracts were kept pending due to Global recession. We hope for the improvement of the situation during the next year. As per the law prevailing in Mauritius, financial statements of M/s Telesuprecon Limited are not required to be audited.

c. STL Africa Limited

As of date the concentration is more on CAD/CAM contracts and Company Is planning to enter into Execution Contracts across Eastern Africa and has already started working in this direction.

5. Consolidated Financial Statements

Your Company has availed the general exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of your Company. The said exemption is granted vide circular issued by Ministry of Corporate Affairs dated 08.02.2011. Accordingly, the said documents of subsidiary Companies are not being attached with the Balance sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The annual accounts of the subsidiary Companies are open for inspection by any member/ investor at the Company''s registered office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its subsidiary Companies who may be interested in obtaining the same. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is annexed to this Report.

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges and as prescribed by Accounting Standard 21 notified by the Government of India under Section 211(3C) of the Companies Act, 1956, the Audited Consolidated Financial Statements are annexed.

6. Consolidation of shares

The Company has consolidated the face value of equity shares of the Company from Re.1/- each to Rs.10/- each (i.e., ten equity shares of Re.1/- each were consolidated into one equity share of Rs.10/-) on the record date of 10.08.2013, as per the approval of the shareholders of the Company dated 20.07.2013 given through Postal Ballot.

7. Industrial Relations

Your Directors are happy to report that the Industrial Relations have been extremely cordial at all levels throughout the year.

8. Future Plans

The Company is striving hard to capture the major share in the market of both Telecom and Transmissions sector on it''s own as well as through it''s subsidiary Companies viz., M/s. Digitech Business Systems Limited, Hong Kong, M/s. Telesuprecon Limited, Mauritius and M/s STL Africa Limited, Mauritius.

9. Dividend

As per the terms of issue of Cumulative Redeemable Preference Shares (CRPS), your Company is required to pay the dividend of Rs. 296,800/- (Previous year Rs.2,96,800/-) which represents 1% on 2,96,795 Cumulative Redeemable Preference Shares(CRPS) of Rs.100/- each to the holders of Cumulative Redeemable Preference Shares for the year under review, Further your Company also provided a provision of dividend tax to the extent of Rs.1,26,100/- (Previous year Rs.75,660/-).

10. Directors

Shri G. Srinivasa Raju and Shri A.S. Anand Kumar, Directors of the Company, are liable to retire by rotation in the ensuing Annual General Meeting of the Members of the Company and being eligible offers themselves for reappointment. During the year under review Shri K.S. Purohit, Director resigned from the Board of Directors of the Company on his personal reasons and the same was approved by the Board at their meeting held on 10.11.2012.

IDBI Bank Ltd., has withdrawn its nominee, Shri Anil Ratanpal, from the Board of Directors of the Company consequent to his superannuation and appointed Shri H. Biswas, as it''s Nominee Director w.e.f. 17.06.2013. This was approved by the Board at their meeting held on 14.08.2013.

11. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that –

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a going concern basis.

12. Disclosures under Section 217(1)(d) of the Companies Act, 1956:

Material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report:

Change S.No. Particulars

(Yes/No)

(a) The purchase, sale or destruction of a plant or the destruction of inventories. No

(b) A material decline in the market value of inventories or investments No

(c) the expiration of a patent which had given the Company a virtual monopoly in the No sale of its principal products.

(d) The settlement of tax liabilities of prior period and the settlement of any legal No or other proceedings either favourably or adversely, if they were pending at the balance-sheet date.

(e) The institution of importance proceedings against the Company. No

(f) Material change in the capital structure in the resulting from the issuance, retirement No or conversion of share capital or stock .

(g) the disposal of a substantial part of the undertaking or the profits or loss whether No of a capital or revenue nature.

(h) Alteration in the wage structure arising out of Union Negotiations. No

(i) Incurring or any reduction of long-term indebtedness. No

(j) Entering into or cancellation of contracts and. No

(k) Refund of taxes or completion of assessments No

13. Code of conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the Company''s website. Board Members and Senior Management personnel have affirmed compliance with the Code for the financial year 2012-13. A separate declaration to this effect is made out in the Corporate Governance Report.

14. Statutory Auditors

It is proposed to reappoint the existing Statutory Auditors of the Company M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad for the financial year 2013-2014 also at a remuneration as may be fixed by the Board of Directors.

The Company has received letter from M/s. Venugopal & Chenoy, Chartered Accountants, Hyderabad to the effect that their appointment as Statutory Auditors, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for such appointment.

15. Personnel

There are no such employees in the Company, who are drawing remuneration more than Rs.6 lakhs per month during the financial period under review in accordance with Section 217(2A) of the Companies Act, 1956.

16. Human Resource Management

One of the key resources of Company is it''s employees. Your Company has been able to create a favorable work environment that encourages innovation and meritocracy. Your Company has put in place a scalable recruitment and human resource management systems.

The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

The number of employees as on 31.03.2013 is 182.

17. Quality

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

18. Insurance

All the properties and insurable assets of the Company, including Building, Plant and Machinery, stocks etc., wherever necessary and to the extent required, have been adequately the covered.

19. Listing of Company''s Securities

Your Company''s shares are currently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are currently listed at the Luxembourg Stock Exchange.

20. Dematerialization of Shares

Your Company''s shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

21. Fixed Deposits

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

22. Cost Auditors

In pursuance of Section 233B of the Companies Act, 1956 read with circular no. 52/26/CAB – 2010 the Company has appointed M/s Nageswara Rao & Co., Cost Accountants, Secunderabad as the Cost Auditors for conducting audit of Cost Accounting Records in respect of steel products manufactured by the Company for the year 2012-13. The approval of the Central Government for the appointment has been received. The Company has reappointed them as Cost Auditors for the financial year 2013- 2014.

Cost accounting records for the year ended 31st March, 2013 were maintained as per the Companies (Cost Audit Report) Rules, 2011. The Cost Auditor shall submit the report along with their observations and suggestions, and Annexure to the Central Government within stipulated time period.

23. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo

The details regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in the Annexure 1 and forms part of this report.

24. Corporate Governance

A detailed report on Corporate Governance has been included separately in the Annual Report. A report on Management Discussion and Analysis prepared and attached to the Directors'' Report also forms part of this Annual Report.

25. Explanations to any qualifications in Auditors'' Report

There are no adverse remarks in the Auditors'' Report dated 28th May, 2013. However, the status on the disputed statutory dues is mentioned in Point No.2.1 of Notes on Financial Statements.

26. Management Discussion and Analysis Report is also attached and forms part of this Report.

27. Acknowledgements

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company the Board of Directors thank the employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

BY ORDER OF THE BOARD

S. HANUMANTH RAO Y. KAMESH

DIRECTOR MANAGING DIRECTOR

Place: Hyderabad

Date: 14.08.2013

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Mar 31, 2012

The Directors have pleasure in presenting you the Fifth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2012.

1. Company's Performance

Your Directors hereby report that the Company has achieved a turnover of Rs. 203425.14 lakhs upto 31.03.2012 consisting of Twelve (12) months, as against the turnover of Rs. 174912.69 lakhs during the previous financial period ended 31.03.2011 consisting of Eighteen (18) months.

The highlights of the financial results are as follows:

(Rupees in lakhs)

Financial Year Financial Period ended 31st ended 31st March, 2012 March, 2011

Particulars consisting of 12 consisting of 18 months (From months (From 01-04-2011 to 01-10-2009 to 31-03-2012) 31-03-2011)

Profit before 24,920.82 24,025.51 Depreciation and Interest

Interest 13,224.17 9,953.81

Depreciation 1,952.74 2,679.11

Profit before tax 9,743.90 11,392.59

Provision for - -

Current tax 2,610.23 3,244.83

Deferred tax 1,025.91 287.51

Profit after tax 6,107.77 7,860.61

Dividend on 3.47 5.21 CRPS

Profit carried to 6,104.30 7,855.40 Balance Sheet

2. Review of Operations

The Company achieved a turnover of Rs.203425.14 lakhs and earned profit after tax of Rs.6107.77 lakhs. The Gross Block as on 31.03.2012 stood at Rs. 48688.21 lakhs and the Net Block as on 31.03.2012 stood at Rs.38656.82 Lakhs.

3. Subsidiaries of the Company

a. Digitech Business Systems Limited

The operations of M/s. Digitech Business Systems Limited have progressed in a small way. It earned revenue of Rs.11937.11 lakhs.

b. Telesuprecon Limited

M/s Telesuprecon Limited has branches in three countries, providing telecom infrastructure services to Telecom operators.

The telecom business in Africa has slowed down and many contracts were kept pending due to market conditions. The business is showing signs of positive growth and the contracts are being revived.

c. STL Africa Limited

STL Africa Limited, has achieved a turnover of Rs. 18901.17 Lakhs, and earned a profit of Rs. 4936.11 lakhs. The Company is concentrating to expand the business in the area of EPC Contract Segment.

d. Sujana Transmissions Limited

During the year under review, Sujana Transmissions Limited has been closed under Fast Track as per the Scheme introduced by the Ministry of Corporate Affairs, New Delhi.

4. Consolidated Financial Statements

Your Company has availed the general exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors' Report and Auditors' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of your Company. The said exemption is granted vide circular issued by Ministry of Corporate Affairs dated 08.02.2011.

Accordingly, the said documents of subsidiary Companies are not being attached with the Balance sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The annual accounts of the subsidiary Companies are open for inspection by any member/ investor at the Company's registered office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its subsidiary Companies who may be interested in obtaining the same. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is annexed to this Report.

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges and as prescribed by Accounting Standard 21 notified by the Government of India under Section 211(3C) of the Companies Act, 1956, the Audited Consolidated Financial Statements are annexed.

5. Industrial Relations

Your Directors are happy to report that the Industrial Relations have been very cordial at all levels throughout the year.

6. Future Plans

The Company is making all efforts to enhance the share of the market of both telecom and transmissions sector on it's own as well as through it's subsidiary Companies viz., M/s. Digitech Business Systems Limited, Hong Kong, M/s. Telesuprecon Limited, Mauritius and M/s STL Africa Limited, Mauritius. The present trend in the market and the opportunities available in market are analytically narrated elsewhere in this report.

7. Prospects

Indian GDP is estimated at 7.6% in F.Y. 2012- 13 as per Prime Minister's Economic Advisory Council (PMEAC). Indian steel demand is also expected to track GDP growth supported by easing interest rate cycle and resultant revival in infrastructure, construction, industrial and manufacturing sectors. Prediction of good monsoon in the current year, declining commodity prices globally, lower interest rates are positive to spur economic activity in the country. Notwithstanding, fragile recovery in US, sovereign debt crisis in Europe and slow down in china, domestic demand/ consumption is one of the primary drivers of Indian Economy, to be optimistic to show a GDP growth of above 7%.

8. Directors

Shri S. Hanumantha Rao and Shri L.V. Rao, Directors of the Company, are liable to retire by rotation in the ensuing Annual General Meeting of the Members of the Company and being eligible offers themselves for re- appointment. During the year under review Shri S. Venkatachalam, Director resigned from the Board of Directors of the Company and the same was approved by the Board at their meeting held on 14.11.2011.

Shri K. Raghavaiah has submitted his Resignation and the same was approved by the Board at thier meeting held on 28.05.2012 Shri Y. Kamesh was reappointed by the Board at their meeting held on 28.05.2012, subject to the approval of the members of the Company.

9. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a going concern basis.

10. Disclosures under Section 217(1)(d) of the Companies Act, 1956:

There are no material changes and commitments which can affect the financial position of the Company, occurred between the end of the financial year of the Company and the date of this report, which are to be disclosed under Section 271 (1 )(d) of the Companies Act, 1956.

11. Code of conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the Company's website. Board Members and Senior Management personnel have affirmed compliance with the Code for the financial year 2011-12. A separate declaration to this effect is made out in the Corporate Governance Report.

12. Statutory Auditors

The term of office of the Company's existing Statutory Auditors M/s. R. Subramanian and Company, Chartered Accountants, Chennai, will come to an end at the conclusion of the ensuing Annual General Meeting of the Company. It is proposed to appoint M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad as Statutory Auditors of the Company for the financial year 2012-13 at such remuneration as may be fixed by the Board of Directors.

Your Board of Directors recommended the appointment of M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad, as Statutory Auditors of your Company. Your approval for such appointment is solicited. Your Company has received a letter from M/s Venugopal & Chenoy, Chartered Accountants, Hyderabad, to the effect that their appointment as Statutory Auditors, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for such appointment.

13. Personnel

There are no such employees in the Company, who are drawing remuneration more than Rs.6 lakhs per month during the financial year under review in accordance with Section 217(2A) of the Companies Act, 1956.

14. Human Resource Management

One of the key resources of Company is its employees. Your Company has been able to create a favorable work environment that encourages innovation and meritocracy. Your Company has put in place a scalable recruitment and human resource management systems.

The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

The number of employees as on 31.03.2012 is 253.

15. Quality

Your Company gives high priority to quality, safety, training, development, health and environment. The Company endeavours to ensure continuous compliance and improvement in this regard.

16. Insurance

All the properties and insurable assets of the Company, including Buildings, Plant and Machinery, stocks etc., wherever necessary and to the extent required, have been adequately covered.

17. Listing of Company's Securities

Your Company's shares are currently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are listed at the Luxembourg Stock Exchange.

18. Dematerialization of Shares

Your Company's shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

19. Fixed Deposits

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

20. Cost Auditors

In pursuance of Section 233B of the Companies Act, 1956 read with Circular No. 52/26/CAB-2010 the Company has appointed M/s Nageswara Rao & Company, Cost Accountants, Secunderabad as the Cost Auditors for conducting audit of Cost Accounting Records in respect of steel products manufactured by the Company for the year 2011-12. The approval of the Central Government for the appointment has been received. The Company has reappointed them as Cost Auditors for the financial year 2012- 2013.

Cost accounting records for the year ended 31st March, 2012 were maintained as per the Companies (Cost Audit Report) Rules, 2011. The Cost Auditors shall submit the report along with their observations and suggestions, and Annexure to the Central Government within stipulated time period.

21. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo

The details regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in the Annexure 1 and forms part of this report.

22. Corporate Governance

A detailed report on Corporate Governance has been included separately and forms part of this Report.

23. Explanations to observations made in Annexure to Auditors' Report

(i) Explanation to Point No. ix

The Company is taking steps to pay all the dues in respect of income tax, TDS, WCT and Dividend Distribution Tax, in a phased manner. The claims of the authorities have been referred to experts, for their opinion and counsel. The Company will ensure payment of all statutory dues in the course of next financial year.

(ii) Explanation to Point No. xi

The Company also owes Rs. 28.47 Crores to M/s L& T Infrastructure and Finance Company Ltd and M/s. SICOM. The entire accounts reconcilation is going on as on date of this report and we are awaiting the outcome of the reconciliation and discussions we have had with above Financial Institutions. Company is exploring the possibilities of squaring up the account dues, by assigning a portion of Cash Flows.

24. Management Discussion and Analysis Report

A separate Management Discussion and Analysis Report is attached and forms part of this Report.

25. Acknowledgements

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company the Board of Directors thank the employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

By order of the Board

S.Hanumanth Rao Y. Kamesh

Director Managing Director

Place : Hyderabad

Date : 11.08.2012

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Mar 31, 2011

1. Companys Performance

The Directors hereby report that the Company has achieved a turnover of Rs. 174912.69 Lakhs up to 31.03.2011.

The highlights of the financial results are as follows:

(Rupees in lakhs)

Particulars Financial Financial Year Period ended ended 30th 31st March, 2011 September, 2009 consisting of 18 consisting of 12 months (From months (From 01-10-2009 to 01.10.2008 to 31-03-2011) 30.09.2009)

Profit before 24025.51 9341.31 Depreciation and Interest

Interest 9953.81 3066.41

Depreciation 2679.11 1343.89

Profit before tax 11392.59 4931.01

Provision for

- Current tax 3244.83 1437.11

- Deferred tax 287.51 295.65

- Fringe Benefit tax - 2.56

Profit after tax 7860.61 3195.69

Dividend on CRPS 5.21 3.47

Profit carried to 7855.40 3192.22 Balance Sheet

2. Operations

The Company achieved a turnover of Rs.174912.69 lakhs and earned profit after tax of Rs.7860.61 lakhs. The Gross Block as on 31.03.2011 stood at Rs. 40460.49 lakhs and the Net Block as on 31.03.2011 stood at Rs.32167.03 Lakhs.

3. Subsidiaries Digitech Business systems

The operations of M/s. Digitech Business Systems Ltd. have commenced in a small way. It clocked a revenue of Rs.13672.92 lakhs.

Telesuprecon limited

M/s Telesuprecon Limited has branches in three countries, providing telecom infrastructure services to Telecom operators. The Telecom Business in Africa was slowdown and many contracts were kept pending due to Global recession. The business is on positive growth and the contracts are being revived. But the recession effect on the Company would continue in the first half year. Presently Telesuprecon is executing telecom works in three countries; Malawi, Zambia and Kenya and plans to expand its operations into other neighboring African countries. As per the law prevailing in Mauritius, financial statements of M/s Telesuprecon Limited are not required to be audited.

STL Africa Limited

STL Africa Limited has started its operations during the year and made significant progress in a very short span of six months and astonishing contribution to the Group with a top line of Rs.11557.18 Lakhs and a bottom line of Rs.4773.18 Lakhs. As of date the concentration is more on CAD/CAM contracts and company Is planning to enter into EPC Contracts across Eastern Africa.

Sujana Transmissions Limited

Your Company has incorporated Sujana Transmissions Limited at Hyderabad. The operations of the subsidiary company are yet to commence. Therefore, audited accounts, Directors Report, Auditors Report and other related information of M/s. Sujana Transmissions Limited are not annexed.

4. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21 and as per the clause 32 of the Listing Agreement, are attached to and form part of the Annual Report.

Your Company has availed the general exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the

subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of your Company. The said exemption is granted vide circular issued by Ministry of Corporate Affairs dated 08.02.2011.

Accordingly, the said documents of subsidiary companies are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any member/ investor at the Companys Registered office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its subsidiary companies who may be interested in obtaining the same.

5. Industrial Relations

Your Directors are happy to report that the Industrial Relations have been extremely cordial at all levels throughout the year.

6 Future Plans

The Company is striving hard to capture the major share in the market of both telecom and Transmissions sector on its own as well as through its subsidiary companies viz., M/s. Digitech Business Systems Limited, Hong Kong, M/s. Telesuprecon Limited, Mauritius, M/s STL Africa Limited, Mauritius and M/s. Sujana Transmissions Limited, Hyderabad. The present trend in the market and the opportunities available in market are analytically narrated elsewhere in this report.

7. Directors

Shri Y.S. Chowdary, Shri M.V. Bhaskara Rao and Shri S. Venkatachalam, Directors of the Company, are liable to retire by rotation in the ensuing Annual General Meeting of the Members of the Company and being eligible offers themselves for re-appointment.

During the year under review Shri A. Ratanpal, General Manager, CSPD, IDBI Bank Ltd., Mumbai has been appointed as Nominee

Director on the Board of Directors of the Company at their meeting held on 10.02.2011 with effect from 21st December, 2010."

8. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating Management, confirm that –

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a going concern basis.

9. Promoter Group Companies

Pursuant to intimation from promoters, names of Promoters and companies comprising the "Group" as defined in the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969, have been disclosed in Annual Report as an annexure.

10. Code of Conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the Companys website. Board Members and Senior Management personnel have affirmed compliance with the Code for the financial year 2009-11. A separate declaration to this effect is made out in the Corporate Governance Report.

11. Auditors

It is proposed to re-appoint the existing Statutory Auditors of the Company M/s R. Subramanian & Company, Chartered Accountants, Chennai for the financial year 2011-2012 also at a remuneration as fixed by the Board of Directors.

The Company has received letter from M/s. R. Subramanian & Company, Chartered Accountants, Chennai to the effect that their appointment as Statutory Auditors, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for such appointment.

12. Personnel

There are no such employees in the Company, who are drawing remuneration more than Rs. 5 lakhs per month during the financial period under review in accordance with Section 217(2A) of the Companies Act, 1956.

13. Human Resource Management

one of the key resources of Company is its employees. Your Company has been able to create a favorable work environment that encourages innovation and meritocracy. Your Company has put in place a scalable recruitment and human resource management systems.

The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

The number of employees as on 31.03.2011 is 258.

14. Further issue of securities of the Company

a. Issue of equity shares on preferential Basis

Pursuant to the special resolution passed by the members of the Company at the Extraordinary

General Meeting held on 24th October, 2009, your Company had successfully completed the issue and allotment of 11,11,111 equity shares of Rs.5/- each at a premium of Rs. 31.00 per share to Non- Promoters.

b. Issue of Equity Shares Through Global

Depository Receipts (GDRS)

Pursuant to the special resolution passed by the members of the Company at the Extraordinary General Meeting held on 24th October, 2009, your Company had successfully completed the issue and allotment of 2,67,85,700 equity shares of Rs. 5/- each at a premium of Rs. 47.416 per share underlying 53,75,140 Global Depository Receipts (GDRs) representing 5 equity shares per GDR, aggregating US$ 30.00 Millions. Your Company invested the funds raised through GDRs, in its Wholly owned Subsidary.

The Global Depository Receipts have been listed on the Luxembourg Stock Exchange.

c. Issue of Equity Shares and Convertible Warrants by way of Preferential Allotment

Pursuant to the special resolution passed by the members of the Company through Postal Ballot on 19.11.2009, your Company had successfully completed the issue and allotment of 32,00,000 equity shares of Rs.5/- each at a premium of Rs.50/- per share and 3,13,00,000 convertible warrants of Rs. 5/- each at a premium of Rs. 50/- per warrant to the Promoter Group. out of the above 3,13,00,000 convertible warrants, 2,58,00,000 convertible warrants were converted into equity shares during the period under review and the balance 55,00,000 (before split) warrants also converted on 31.05.2011 and listing process at BSE and NSE is under progress.

15. Movement in Authorised Capital

As on 30.09.2009, the authorized share capital of the Company is Rs.55,00,00,000

(Rupees Fifty Five Crores only) divided into 9,80,00,000 (Nine Crores Eighty Lakhs only) equity shares of Rs.5/- each and 6,00,000 (Six Lakhs only) Cumulative Redeemable Preference Shares of Rs.100/- each.

Pursuant to the special resolution passed by the members of the Company at the Extraordinary General Meeting held on 24th October, 2009, the authorized share capital of the Company has been increased from Rs.55,00,00,000 (Rupees Fifty Five Crores only) to Rs.100,00,00,000 (Rupees one Hundred Crores only) divided into 18,80,00,000 (Eighteen Crores and Eighty Lakhs only) equity shares of Rs.5/- each and 6,00,000 (Six Lakhs only) Cumulative Redeemable Preference Shares of Rs.100/- each, by further creation of 9,00,00,000 (Nine Crores only) equity shares of Rs.5/- each.

Pursuant to the special resolution passed by the members of the Company through Postal Ballot on 24.12.2010, your Company had successfully completed the sub-division of the equity shares of Rs. 5/- each of the Company into 5 (Five) shares of Re.1/-each commonly known as "Stock Split" on the record date 11th January, 2011 and as on date, the authorized share capital of the Company is Rs.100,00,00,000 (Rupees one Hundred Crores only) divided into 94,00,00,000 (Ninety Four Crores only) equity shares of Re.1/- each and 6,00,000 (Six Lakhs only) Cumulative Redeemable Preference Shares of Rs.100/- each.

Movement in Paid-up Capital

Particulars Equity Shares Cumulative Capital in Rs. (in Nos.) Redeemable Preference Shares (in Nos.)

Paid-up capital as on 4,14,33,035 2,96,795 23,68,44,675 01.10.2009

Add : Equity shares of 11,11,111 - 55,55,555 Rs.5/- each allotted to Non-Promoter Group

Add : Equity shares of 32,00,000 - 1,60,00,000 Rs.5/- each allotted to Promoter Group

Add : Underlying equity 2,67,85,700 - 13,39,28,500 shares of Rs.5/- each allotted through GDRs

Add : Equity shares 2,58,00,000 - 12,90,00,000 of Rs.5/- each allotted to Promoter Group by conversion of warrants, already allotted

Paid-up capital on 9,83,29,846 2,96,795 52,13,28,730 31.03.2011

Sub-division of equity 49,16,49,230 - 52,13,28,730 shres of Rs.5/- each into Re.1/- each w.e.f. the record dt. 11.01.2011

16. Listing of Companys Securities

Your Companys shares are currently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are currently listed at the Luxembourg Stock Exchange.

17. Dematerialization of Shares

Your Companys shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

18. Fixed Deposits

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

19. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and outgo

The details regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in the Annexure 1 and forms part of this report.

20. Corporate Governance

A detailed report on Corporate Governance has been included separately in the Annual Report. A report on Management Discussion and Analysis prepared and attached to the Directors Report also forms part of this Annual Report.

21. Management Discussion and Analysis Report is also attached and forms part of this Report.

22. Acknowledgements

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. on behalf of the Company the Board of Directors thank the employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

By ORDER OF THE BOARD

Y. KAMESH MANAGING DIRECTOR

Place : Hyderabad Date : 25.05.2011

---

Sep 30, 2009

The Directors are pleased to place before you the Third Annual Report together with the Audited Accounts for the financial year ended 30th September, 2009.

1. Companys Performance

Your Directors hereby report that the Company has achieved a turnover of Rs. 69886.15 Lakhs upto 30.09.2009.

The highlights of the financial results are as follows:

(Rupees in Lakhs)

Particulars Financial Year ended Financial Period ended 30ft September, 2009 30ft September, 2008 consisting of consisting of 12 months 15 months (From01.10.2008 (From 01-07-2007) to 30.09.2009} to30-09-2008)

Profit before 9341.31 11553.51*

Depreciation and Interest

Interest 3066.41 2181.99

Depreciation 1343.89 1416.48

Profit before tax 4931.01 7955.04

Provision for

- Current tax 1437.11 1152.70

- Deferred tax 295.65 2671.09

- Fringe Benefit tax 2.56 8.14

Profit after tax 3195.69 4123.11

Dividend on CRPS 3.47 7.17

Profit carried to 3192.22 4115.94

Balance Sheet

* includes previous year income of Rs. 125.39 lakhs. " includes Rs. 615.36 lakhs of shortfall for earlier year.

2. Operations

The Company achieved a turnover of Rs. 69886.15 lakhs and earned profit after tax of Rs. 3195.69 lakhs. The Gross Block as on 30.09.2009 stood at Rs. 31203.31 lakhs and the Net Block as on 30.09.2009 stood at Rs. 25231.18 lakhs.

During the financial year, your Company had taken up several expansion programmes for its business growth both in India and abroad.

3. Subsidiaries

Digitech Business Systems

The operations of M/s. Digitech Business Systems Ltd. have commenced in a small way. It clocked a revenue of Rs. 1549.12 lakhs. The Unaudited Financial Statement upto 30.09.2009 are annexed from Page Nos. 63 to 64 and forming part of this Annual Report. Telesuprecon Limited

M/s Telesuprecon Limited has branches in three countries, providing telecom infrastructure services to Telecom operators. The Telecom Business in Africa was slowdown and many contracts were kept pending due to Global recession. The business is on positive growth and the contracts are being revived. But the recession effect on the Company would continue in the first half year.

Presently Telesuprecon is executing telecom works in three countries; Malawi, Zambia and Kenya and plans to expand its operations into other neighboring African countries. As per the law prevailing in Mauritius, financial statements of M/s Telesuprecon Limited are not required to be audited. Therefore, the Financial Statements upto 30.09.2009 are annexed from Page Nos. 53 to 61 and forming part of this Annual Report.

Sujana Transmissions Limited

Your Company has incorporated Sujana Transmissions Limited at Hyderabad. The operations of the subsidiary company are yet to commence. Therefore, audited accounts, Directors Report, Auditors Report and other related information of M/s. Sujana Transmissions Limited are not annexed.

The statement pursuant to Section 212 of the Companies Act, 1956 on the subsidiary Companies as on 30.09.2009 is given on Page No. 65

4. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

5. Industrial Relations

Your Directors are happy to report that the Industrial Relations have been extremely cordial at all levels throughout the year.

6. Future Plans

The Company is striving hard to capture the major share in the market of both telecom and Transmissions sector on its own as well as through its subsidiary companies viz., M/s. Digitech Business Systems Limited, Hong Kong, M/s. Telesuprecon Limited, Mauritius and M/s. Sujana Transmissions Limited, Hyderabad. The present trend in the market and the opportunities available in market are analytically narrated elsewhere in this report.

7. Directors

Shri G.Srinivasa Raju, Shri K.S. Purohit, Shri A.S Anand Kumar, Directors of the Company, are liable to retire by rotation in the forthcoming Annual General Meeting of the Members of the Company and being eligible offers themselves for reappointment.

Change in Composition of Board of Directors Since the date of last AGM held on 27.02.2009.

Shri L.V. Rao has been appointed as an Additional Director of the Company at the meeting of the Board of Directors of the Company held on 29th July, 2009, who holds office up to the date of the ensuing Annual General Meeting of the Company. Notice has been received from a Member, under section 257 of the Companies Act, 1956, proposing the name of Shri L.V. Rao for appointment as Director liable to retire by rotation.

Shri V.S.R. Murthy, Director (Finance) has resigned from the Board of Directors of the Company with effect from 29.01.2009 and the same was approved by the Board at its Meeting held on 29.01.2009.

Shri R.K. Birla, Director of the Company had resigned from the Board of Directors of the Company with effect from 25.04.2009 and the same was approved by the Board at its Meeting held on 29.04.2009.

Shri K. Raghavaiah, Director has been appointed and redesignated as Director (Technical) on whole-time basis for a period of 2 (two) years w.e.f. 29-04-2009.

Shri Y.Kamesh has been appointed as Additional Director with effect from 29th July, 2009 on the Board of Directors of the Company, and also appointed as Managing Director of the Company for a period of 3 (three) years w.e.f .29th July, 2009.

8. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating management, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they have prepared the annual accounts on a going concern basis.

9. Promoter Group Companies

Pursuant to an intimation from promoters, names of promoters and companies comprising the "group" as defined in the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969, have been disclosed in the Annual Report of the Company.

10. Code of Conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companies website Board Members and Senior Management personnel have affirmed Compliance with the Code for the financial year 2008-09. A separate declaration to this effect is made out in the Corporate Governance Report.

11. Auditors

It is proposed to re-appoint the existing Statutory Auditors of the Company M/s. R. Subramanian & Company, Chartered Accountants, Chennai for the Financial Year 2008-2009 at a remuneration as fixed by the Board of Directors.

The Company has received a letter from M/s. R. Subramanian & Company, Chartered Accountants, Chennai to the effect that their appointment as Statutory Auditors, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for such appointment.

12. Personnel

Information in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies.

13. Human Resource Management

One of the key resources of Company is its employees. Your Company has been able to create a favourable work environment that encourages innovation and meritocracy. Your Company has put in place a scalable recruitment and human resource management systems.

The efforts of your Company in the area of employee management and HR practices have been proved effective in Human Resource Management.

The number of employees as on 30-09-2009 are 260.

14. Further issue of securities of the Company

a. Issue of Equity Shares on Preferential Basis

Pursuant to the special resolution passed by the members of the Company at the Extraordinary General Meeting held on 24th October, 2009, your Company had successfully completed the issue and allotment of 11,11,111 equity shares of Rs.5/- each at a premium of Rs. 31.00 per share to Non- Promoters.

b. Issue of Equity Shares through Global Depository Receipts (GDRs)

Pursuant to the special resolution passed by the members of the Company at the Extraordinary General Meeting held on 24th October, 2009, your Company had successfully completed the issue and allotment of 2,67,85,700 equity shares of Rs.5/- each at a premium of Rs. 47.416 per share underlying 53,75,140 Global Depository Receipts (GDRs) representing 5 equity shares per GDR, aggregating US$ 30.00 Millions.

The Global Depository Receipts have been listed on the Luxembourg Stock Exchange. The listing applications for listing of underlying equity shares are under consideration of BSE and NSE.

c. Issue of Equity Shares and Convertible Warrants by way of Preferential Allotment

Pursuant to the special resolution passed by the members of the Company through Postal Ballot on 19.11.2009, your Company had successfully completed the issue and allotment of 32,00,000 equity shares of Rs.5/- each at a premium of Rs.50/- per share and 3,13,00,000 convertible warrants of Rs. 5/- each at a premium of Rs. 50/- per warrant. Out of the above 3,13,00,000 convertible warrants, 1,00,00,000 convertible warrants were also converted into 1,00,00,000 equity shares of Rs.5/- each on 23rd December, 2009 and listing process at BSE and NSE is under progress.

15. Listing of Companys Securities

Your Companys shares are currently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai and the Global Depository Receipts are currently listed at the Luxembourg Stock Exchange.

16. Dematerialization of Shares

Your Companys shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

17. Fixed Deposits

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

18. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo

The details regarding Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in the Annexure 1 and forms part of this report.

19 Corporate Governance

A detailed report on Corporate Governance has been included separately in the Annual Report. A report on Management Discussion and Analysis prepared and attached to the Directors Report also forms part of this Annual Report.

20. Explanations to any qualifications in Auditors Report

The following are the adverse remarks in the Auditors Report dated 30.12.2009 and the Companys replies

21. Acknowledgements

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company the Board of Directors thank the employees for their valuable efforts and the shareholders for their undaunted faith in the Company

BY ORDER OF THE BOARD Y.S.CHOWDARY

PLACE : HYDERABAD CHAIRMAN

DATE: 30.01.2010