Your directors have pleasure in presenting before you the 19th Board’s Report on the Company’s business and operations, together with the audited financial statements (standalone & consolidated) for the financial year ended March 31,2026.

Update on implementation of the 'Resolution Plan'

Pursuant to the Order doted October 23, 2024. the Hon'bte National Company Low Tribunal (NCLT), Hyderabad Bench, approved the Resolution Plan submitted by a consortium led by PRECA Solutions India Private Limited. For implementation of the approved Resolution Plan, the Resolution Applicant incorporated a Special Purpose Vehicle (SPV), namely Neueon Consol Private Limited.

Following the implementation of the Resolution Plan, the Board of Directors was reconstituted in compliance with the provisions of the Companies Act. 2013. the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, and the approved Resolution Plan, ensuring an appropriate mix of Executive. Non-Executive, Women and Independent Directors.

In accordance with the approved Resolution Plan, the Board, at its meeting held on December 9, 2024. approved the reduction of the face value of the Company's equity shares from ? 10 each to Re. 1 each, resulting in a corresponding reduction of the paid-up equity share capital from *56.54,45.520 to *5,65,44,552.

Subsequently, on November 7,2025. the Board allotted 50,89.00,968 equity shares of Re. 1 each to Neueon Consol Private Limited (formerly Preca Structures Private Limited), the Resolution Applicant and new Promoter, in accordance with the approved Resolution Plan and applicable SEBI regulations.

The Company also received approvals from BSE Limited and the National Stock Exchange of India Limited for the recommencement of trading in Its equity shares with effect from December 23.2025, under the trading symbol “NEUEON". Further, the stock exchanges approved the reclassification of the erstwhile promoters as public shareholders under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the implementation of the Resolution Plan.

Members are requested to read this report in light of the successful implementation of the Resolution Plan by the Board and the new management. The erstwhile Resolution Professional is currently in the process of filing the closure report before the Hon'ble National Company Law Tribunal (NCLT) and the Insolvency and Bankruptcy Board of India (IBBI).

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 find AS‘) for the FY 2025-26. The financial highlights of the Company's standalone operations are as follows:

(Amountin? Lakhs)

Performance a) Operations

For the financial year ended March 31,2026, the Company reported total revenue of *1.611.50 lakhs, compared to T556.61 lakhs in the previous financial year, reflecting a significant increase in revenue. Despite this growth, the Company incurred a net loss of ?32,618.12 lakhs, primarily attributable to impairment loss.

b)Prospects

The Company underwent the Corporate Insolvency Resolution Process (CIRP) In 2019. Following the commencement of the CIRP. the Company's business operations and overall performance were adversely impacted. Pursuant to the apptoval and successful implementation of the Resolution Plan by the Hon'ble National Company Low Tribunal (NCLTj. the new management has recently assumed control of the Company.

Going forward, the Company seeks to build on its legacy in tire steel industry by pursuing two key strategic objectives: transforming steel from a commodity into a value-added service offering ond leveraging the Company's expertise In the production of high-quality long steel products. In addition, the Company intends to diversify its business portfolio by establishing a venture studio model focused on creating, incubating, and scaling businesses from the ground up while making strategic investments in high-potential startups Beyond providing financial capital, the Company aims to partner closely with entrepreneurs by offonng operational support, strategic guidoncc, ond access to an extensive network of Industry experts, investors, and business leaders. Through these initiatives, the Company aspires to foster innovation, build sustainable enterprises, and create longterm value for its stakeholders.

Chnngc in the nature of business

There was no change in nature of the business of the Company during the financial year ended on March 31,2026.

Listing of Company’s Equity Shares

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

The Company is pleased to inform the Members that BSE Limited, vide Notice No. 20251219-21 dotod December 19th, 2025, and tho Nationol Stock Exchange of Indio Limited, vide Circular Ret. No. 2492/2025 dated December 19, 2025, granted approval for the recommencement of trading In the equity shares of the Company. Accordingly, trading in the Company’s equity shares resumed on both the stock exchanges with effect from Tuesday, December 23rd. 2025, under the trading symbol "NEUEON".

Share Capital

During FY 2025-26. there was a change in the share capital of the Company.

As per the direction issued by the Hon’ble NCLT, Hyderabad bench under clause 4.2.1.4 2.5.4.2.6,8.3 (a) & 9.9 of the approved resolution plan, the Board of Directors in its meeting held on 09th December 2024 approved for the face value of the existing issued, subscribed and paid-up Equity Share capital of the Company stands reduced from Rs. 56,54,45,520 /- to Rs. 5.65.44,552/- (by way of reducing the Face Value from Rs.10/- each to Re 1/- each).

The Board of Directors in its meeting held on November 07, 2025 has allotted 50,89,00,968 equity shares of Re. 1 each to M/s. Preca Structures Private Limited (presently known as Neueon Consol Private Limited) (Resolution Applicants & New Promoter) in pursuant to applicable regulations of the SEBI (LODR) Regulations. 2015 and in the process of implementation of the provisions of the Resolution Plan of the Company approved by the Hon'ble NCLT, Hyderabad bench vide its Order dated October 23.2024 in IA (Plan) No. 17 of 2024 in CP (IB) No. 679/7/HDB/2018. Post allotment of 50.89.00.968 equity shares of Re. 1 each, shareholding pattern of the company is:

Employees Stock Options

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company of tho 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 31.2026.

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 Divldend(s)/ Shares to Investor Education and Protection Fund

During the FY 2025-26, there was no unpaid/ unclaimed dividend pertaining to FY 2018-19 to be transferred to the Investors Education and Protection Fund (’lEPF¹) 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 (lEPF*) after giving due notices to the concerned shareholders, which is not applicable to the Company during the year.

Unclaimed securities domat suspense account

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

Transfer to reserves

For the financial year ended March 31. 2026, the Company has not transferred any amount to General Reserves and Surplus Account.

Ratings

During the financial year, the provisions relating to obtaining a credit rating were not applicable to the Company. Accordingly, the Company has not obtained any credit rating.

Significant and material orders passed by the regulators

There were no significant and material orders passed by tho 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.

Holding, Subsidiary, Associate and Joint Venture Companies

As at March 31,2026, Neueon Consol Private Limited is the Holding Company of your Company. As on the said date, the Company has four wholly owned subsidiaries, namely.

1. Neueon Power Limited

2. Neueon Global Limited

3. Neueon Enterprises Limited

4. Digitech Business Systems Limited. Hong Kong

Accordingly, the Company, together with its wholly owned subsidiaries, constitutes the Neueon Group.

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-ll to this Report.

Material Subsidiaries

In terms of Regulation 16(1 )(c) of the SEBI Listing Regulations, the Company does not have a material subsidiary.

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 hove occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report l.e. between March 31.2026 to July 31,2026.

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 os on the date of the balance sheet for the FY 2025-26.

Consolidated financial Statements

As per Section 129(3) of the Companies Act, 2013, the consolidated financial statement of the Company and all its Subsidiaries 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-ll 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 neoeon.in and copies of un-audited financial statements of the subsidianes 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 os Annexure-lll to this report.

Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments as stated in the notes to the financial statements forms part of thl3 annual report.

Changes in the Board of Directors during the Financial Year 2025-26:

1. Mr. PVS Snntharam (DIN: 07536846} has resigned from the post of Wholetime Director from the Board of the Company with ettect from the closure of business hour from Nov 07th, 2025.

2. Mr. Bolla Durga Vara Prasad (DIN: 11178704) has been appointed as an Additional Director (Non - Executive) of the Company w.e.f. 07th Nov 2025.

3. Mr. Sudheer Rayachoti (DIN: 01914434), Managing Director of the Company vide letter dated November 20. 2025 tendered his resignation from the position of the Chairman of the Company with effect from closing business hours of November 20. 2025. Further, he is continuing as Managing Director of the Company.

4. Mr. Krishnamurthy Vijayon (DIN: 00589406) has been appointed as Chairman and Additional Director (Non - Executive Non- Independent) of the Company w.e.f. November 21,2025.

5. Mrs. Surabhi Verma (DIN: 09725877). Independent Director of the Company, has tendered her resignation from the olfice of Independent Director of the Company from the closure of business hours of January 03. 2026.

As per the provisions of the Companies Act. 2013. Mr. Durga Vara Prasad Bolla 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 from 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 5 (five) 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 Committoes 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 os prescribed in sub-section (6) of Section 149 of the Companies Act. 2013 as well as under Regulation 16(1 )(b) of SEBl (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 ana 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 psid 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.

Adcquocy of Intornol 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 hod 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 tne profit and loss of the Company for that period;

lit. tho directors had taken proper ond sufficient caro for tho 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 9uch systems were adequate and operative effectively.

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

Related Party Transactions

In accordance with Section I34(3)(h) of the Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014, there were no materially significant related party transactions mode by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may hove 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

The shareholders on 18" Annual General Meeting held on 19' August 2025 accorded consent tor their appointment ol 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 tJU. the conclusion of 23' Annual General Meeting of the Company to be held in the year 2030.

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 mBde thereunder and board confirmed their eligibility under the relevant provisions of Chapter X of the Companies Act, 2013 and rules made thereundei.

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' Quoliflcotions/reservations/adverse remarks/ Frauds reported:

The Board of Directors In its mooting held on May 1, 2026 duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31.2026. In line thereof, qualifications/ emphasis of the matter and management replies as below:

(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 shareholders on 18"' Annual General Meeting held on 19" August 2025 accorded consent for appointed M/s. RPR & Associates. Company Secretaries to undeitake 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 ouditors hove 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 2025-26.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act. 2013 is not lequired to be given as the Company was not required to contribute towards CSR activities during FY 2025-26.

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 Roturn 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 Provontion of Sexual Harassment

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. Dunng 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.

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

Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations, this is to stote 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 moetmg, 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 port 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 Clouse 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, tnc Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the ovotving regulatory framework, including provisions under the Information Technology Act. 2000, and applicablo 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-ln guidelines.

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

Companies (Accounts) Rulos, 2014- Rulo 11 of the Companios Act 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31.2026 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.

Appointmont of Designated Person (Management and Administration) Rules 2014 - Rulo 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 ond there were no one time settlement with ony 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 liko to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.