USG Tech Solutions Ltd Directors Report

The Members

USG Tech Solutions Limited

Your directors have pleasure in presenting their 26 th Annual Report and the Audited Statement for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The Summarized Standalone & Consolidated financial results of the Company for the year under review are as below: (Rs. in Lacs)

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
	STANDALONE		CONSOLIDATED
Total Turnover	0.00	0.00	0.00	0.00
Other income	0.80	0.63	0.80	0.65
Depreciation	0.46	0.57	1.58	1.11
Profit (Loss) before tax & Extra Ordinary	(46.75)	(18.70)	(64.42)	(37.61)
Exceptional Items	-	-	-	-
Profit (Loss) before tax Provision for tax	(46.75)	(18.70)	(64.42)	(37.61)
- Current Tax	-	-	-	-
- Deferred Tax	-	-	-	-
Profit (Loss) after tax	(46.75)	(18.70)	(64.42)	(37.61)

*Previous years figures have been regrouped / rearranged wherever necessary.

2. OPERATIONS OF THE COMPANY

The overall performance during the year under review has not been quite satisfactory due to recession in the overall market. The company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the current year.

3. CHANGE IN NATURE OF BUSINESS

During the year under review, in addition to the existing business operations, the Company proposes to expand its scope of activities into the following areas:

  Emerging Technologies & Digital Innovation:

To develop, deal in, trade, innovate, and conduct research in the fields of Artificial Intelligence (AI), Cybersecurity, Robotics (including Autonomous Robots), Machine Learning (ML), Media (both online and offline), Marketing, Telecommunications, Internet technologies, and other futuristic technologies, including capacity building and skilling in these areas.

  Green Technology & Sustainable Development :

To manufacture, trade in, and deal with products and solutions related to Hydrogen Fuel, Drones, Electric Vehicles (EVs), and Waste-to-Energy technologies. The Company also aims to develop hydrogen fuel-based products and solutions supporting environmental sustainability and undertake associated skilling initiatives.

4. DIVIDEND

The Company has suffered loss in the said reporting period hence the Board of Directors has decided not to distribute any dividend out of the reserve of the Company and therefore the Board of Directors of the company has not recommended any dividend to the shareholders.

5. AMOUNT TRANSFERRED TO RESERVE

The Company has transferred whole of its loss to reserves during the financial year 2024-2025.

6. CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the share Capital structure and the paid-up capital of the Company.

7. CONSOLIDATED FINANCIAL REPORTS

The Company is having two wholly owned Subsidiary Companies and one Subsidiary; therefore, applicable provisions of Companies Act, 2013 and the Accounting Standard AS-21 in relation to Consolidation of Financial Statements are applicable on the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transaction entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with interest of the company at large. The particulars of such contract or arrangements entered into by the companies with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 are attached herewith in Annexure I in Form No. AOC-2.

All related party transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee. The Policy of Related Party transaction / Disclosures are approved by the Board is posted on the Companys website viz www.usgtechsolutions.com

10. DISCLOSURE REGARDING ISSUES OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the year under review.

11. DISCLOSURE REGARDING ISSUES OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the year under review.

12. DISCLOSURE REGARDING THE ISSUES OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the year under review.

13. BOARD OF DIRECTORS :

(A) Composition

The present Board of the Company consists of one Managing Director, one Executive Director and Three Non-Executive Directors including 2-woman Independent Director as on 31st March, 2025. The Company has the Board for real strategic discussion and avails benefit of diverse experience and viewpoints. All directors are individuals of integrity and courage, with relevant skills and experience to bring judgment to bear on the business of the Company. The Constitution of the Board as on 31 st March 2025 is prescribed above.

(B) Attendance of each Director at the Board Meetings and the last Annual General Meeting (AGM):

The Board was duly supplied with the agenda of the meetings incorporating all material information for facilitating meaningful and focused discussions at the meeting. The intervening Period between the Board Meetings was well within the maximum time gap of four months as prescribed in Listing Regulations. Details of attendance of Directors in the Board meeting during the financial year 2024-25 are as under:

Name of Directors	DIN	Category of Directorship	No of Board Meeting Attended	Attended last AGM
Mr. Servesh Gupta	01451093	Promoter & Executive	7	Yes
(CMD)		Director
Ms. Ashima Gupta	07795866	Promoter & Executive	5	Yes
(ED)		Director
Ms. Nirmal Garg	07145009	Non-Executive Director	6	Yes
Mr. Venu Gopal Reddy	10885840	Non-Executive Director	1	No
Ms. Shikha	07013436	Non-Executive Director	4	Yes

(C) Number of Companies or Committees in which the Director of the Company is a Director/Member/Chairman:

Name of Directors	No of Directorship in all public Companies*	Membership of the Board Committees in all Public Companies**	Chairmanship of the Board Committees in all Public Companies	Directorship in other listed entity and category
Mr. Servesh Gupta	1	1	-	-
Mr. Ashima Gupta	1	-	-	-
Ms. Nirmal Garg	1	3	3	-
Mr. Venu Gopal Reddy	1	3	-	-
Ms. Shikha	3	3	-	-

*Including USG Tech Solutions Ltd. and excluding private limited companies, foreign companies, unlimited liability companies and Companies under section 8 of the Companies Act, 2013.

**Board Committee for this purpose includes Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of Public Limited .

1. The composition of the Board is in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations, as amended from time to time. The Board has an optimum combination of executive and non-executive directors with two-woman director and 60% percent of the Board of Directors comprising non-executive independent directors. The Chairman of the Company is an Executive Director.

2. None of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he/she is a director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2025 have been made by the Directors. None of the Directors are related to each other.

3. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act.

As on 31st March 2025, in compliance with the Corporate Governance norms, the Companys Board of Directors headed by its Executive Chairman, Mr. Servesh Gupta comprised with four other directors, out of which Three are Non-Executive Directors including two women directors. None of the Independent Directors of the Company serve as an Independent Director in more than seven listed companies and where any Independent Director is serving as whole time director in any listed company, such director is not serving as Independent Director in more than three listed companies. The Company issued letter of appointment to all the Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company (web link http://www.usgtechsolutions.com).

14. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial year under review, the Company had 7 Board Meetings on 30/05/2024, 14/06/2024, 24/07/2024, 14/08/2024, 12/11/2024, 27/12/2024, 13/02/2025, accordance with the provisions of the Companies Act, 2013 and rules made thereunder and all Directors have attended all meetings during the year under review. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

Additionally, during the financial year ended March 31, 2025, all the Independent Directors held a separate meeting on March 03 rd , 2025 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Ms. Nirmal Garg, Ms. Shikha and Mr. Venu Gopal Reddy and attended the Independent Directors meeting.

15. AUDIT COMMITTEE

As on 31.03.2025, the Company has an Audit Committee comprising of the following: Ms. Nirmal Garg, Chairperson, Mr. Servesh Gupta, Member and Ms. Shikha, Member, Mr. Venu Gopal Reddy, Member. During the year under review, the Board has accepted all the recommendation of the Audit Committee. During the year, the Committee met for 4 times in the year on 30/05/2024, 14/08/2024, 12/11/2024, 13/02/2025. All committee members have attended all the meetings during the year under review.

16. STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31.03.2025, the Company has a Stakeholder Relationship Committee comprising of the following: Ms. Nirmal Garg, Chairperson, Ms. Shikha, Member and Mr. Venu Gopal Reddy, Member during the year, the Committee met on 28/03/2025 during the financial year. All committee members have attended the meeting during the year under review.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTORS

The directors of the Company are appointed by the shareholders at General Meetings. All Executive Directors are subject to retirement by rotation and at every Annual General Meeting, 1/3rd of such Directors as are liable to retire by rotation, if eligible, generally offer themselves for re-election, in accordance with the provisions of section 152 of the Companies Act, 2013 and that of the Articles of Association of the company. The executive Directors on the Board serve in accordance with the terms of their contracts of services with the Company.

B. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has following key managerial personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013

Sr. No.	Name	Designation
1.	Mr. Servesh Gupta	Chairman & Managing Director
2.	Mr. Manish Kumar	Chief Financial Officer
3.	Ms. Himanshi Rawat till 01.04.2025	Company Secretary & Compliance Officer

As on the date of this report, following changes have occurred in the key managerial personnel of the Company:

1. Ms. Himanshi Rawat, resigned from the post of Company Secretary and Compliance Officer on April 01, 2025 owing to her preoccupation.

2. On the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Rolly

Tiwari as Company Secretary and Compliance Officer w. e. f. May 27, 2025.

3. Mr. Manish Kumar resigned from the post of chief financial officer of the company with effect from July 31,

2025.

4. Mr. Aadarsh Aggarwal has been appointed as the chief financial officer of the Company with effect from

August 14, 2025.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria for Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms the following: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2025 and of the profit and loss of the Company for the year ended March 31, 2025.

c. 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;

d. The annual accounts have been prepared on a going concern basis;

e. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively,

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. SECRETARIAL STANDARDS OF ICSI

The Ministry of Corporate Affairs has mandated SS-1, SS-2 and SS-3 with respect to board meetings, general meetings and payment of dividend respectively. The Company is in compliance with the same.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

In line with effective governance requirements, the Board reviews its own performance annually using a predetermined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole, its committees and also the evaluation of Individual Directors.

While the individual directors performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the Chairmans and Non-Independent Directors performance was appraised through feedback from Independent Directors.

22. POLICY RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

AND OTHER EMPLOYEES

In terms of the provisions of section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company duly constituted a Nomination and Remuneration (N&R) Committee comprising of the following members: Ms. Shikha, Chairperson, Ms. Nirmal Garg, Member and Mr. Venu Gopal Reddy, Member. The Board has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, senior management and their Remuneration Policy is stated in the Corporate Governance Report which forms part of this Report. The policy lays down criteria for selection of directors and senior management such as expertise, experience and integrity of the directors, independent nature of the Directors, personal and professional standing, and diversity of the Board etc.

During the year, the Committee met on 14/06/2024, 24/07/2024 and 12/11/2024. All committee members have attended all the meetings during the year under review.

23. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s M J R A & Associates, Chartered Accountants (FRN No. 013850N), were appointed as the Statutory Auditors of the Company to hold office up to the conclusion of the 27 th Annual General Meeting of the Company.

Further, in view of the amendments notified by the Ministry of Corporate Affairs dated 07 th Day of May 2018, which omitted the requirement for annual ratification of the appointment of auditors as per the proviso to sub-rule (7) of rule 3 of the Companies (Audit and Auditors) Rules 2014, the Company is not required to seek ratification of Statutory Auditors appointment at the ensuing Annual General Meeting.

24. AUDITORS REPORT

The Auditors Report to the Members on the Accounts of the Company for the financial year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks.

25. DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

26. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Chandan J & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2025 is annexed as ANNEXURE- II to the Report. The qualification made by auditor is:

S No. Auditor Remarks	Management Response
1. Mr. Nirmal Garg, Mr. Venu Gopal Reddy and Ms. Shikha, independent directors in the Company have not applied to the institute for inclusion of their name in the data bank and have not passed self- assessment test as conducted by the Indian Institute of Corporate Affairs (IICA) during the year ended March 31, 2025. Hence, they stand ineligible to be appointed as such in the office of independent directors in the Company. It is a violation of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act 2013.	The Directors in the process of obtaining the certificate from Institute of Corporate Affairs (IICA) and will comply the provisions in coming days.
2. Composition of Board of Directors is not constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors because of ineligible Independent Directors. 3. Composition of Audit Committee is not constituted with proper balance consisting of a minimum of three Directors [with independent Directors forming a majority] because of ineligible Independent Directors	The Directors in the process of obtaining the certificate from Institute of Corporate Affairs (IICA) and will comply the provisions in coming days and the provision will comply soon. The Directors in the process of obtaining the certificate from Institute of Corporate Affairs (IICA) and will comply the provisions in coming days and the provision will comply soon.
4. Composition of Nomination and remuneration Committee is not constituted with proper balance consisting of three or more non-executive Directors out of which not less than one-half shall be independent directors because of ineligible Independent Directors.	The Directors in the process of obtaining the certificate from Institute of Corporate Affairs (IICA) and will comply the provisions in coming days and the provision will comply soon.
5. Ms. Aditi Jindal (Company Secretary & Compliance officer) has resigned w.e.f from 01st January 2024 and Ms. Himanshi Rawat was appointed as Company Secretary & Compliance officer w.e.f. 14th June 2024, the appointment was not made within the stipulated time period thus violating the Regulation 6 of SEBI LODR Regulation 2015.	The Company has not appointed a Company Secretary & Compliance Officer due to the non-availability of a suitably qualified professional as required for our organization.
6. Letter head of the Company is not as per Section 12(3) of the Companies Act,2013 being contact number is not mentioned. 7. MGT-14 filed for the Board meeting dated 30.05.2024 bearing the resolution passed on 14.06.2024 hence the form is defective.	The error was completely unintentional, and we will ensure that such errors are not repeated in the future. Although the date of filling the resolution was fall within the due date therefore we have filed the one form for all the resolution passed on 30.05.2025 and the appointment of Company Secretary as on 14.06.2025. we will ensure that such errors are not repeated in the future.
8. The Company has not filed form MGT-14 for approval of Director report for the financial year 2023-24.	The error was completely unintentional, and we will ensure that such errors are not repeated in the future.
9. DIN was allotted to Mr. Venu Gopal Reddy on 24.12.2024 however his appointment was made on 12.11.2024 and form DIR-12 was also filed for the same bearing date of appointment as 12.11.2024 which is prior to the allotment of DIN, hence the form filed and the resolution passed for his appointment is defective.	The error was completely unintentional, and we will ensure that such errors are not repeated in the future.
10. Company has made investment in We watch network private limited however E- form MGT-14 was not filed in this regard.	The error was completely unintentional, and we will ensure that such errors are not repeated in the future.

27. COST AUDITOR

The Company does not fall within the purview of Section 148 of the Companies Act 2013 and hence, it is not required to appoint a cost auditor for the financial year 2024-25.

28. DISCLOSURE OF MAINTAINANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION

148 OF THE COMPANIES ACT 2013

The Company does not fall under the purview of section 148 of the Companies Act 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the Company.

29. INTERNAL AUDITOR

M/s Chandni Singhla & Associates has been appointed as the Internal Auditor of the Company to conduct the internal audit for the financial year under review, in accordance with the applicable provisions of the Companies Act, 2013.

30. INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. Further Directors have personally overviewed the adequacy of internal controls. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

31. DEPOSIT

The Company has not accepted any deposit from the public during the period under review. Therefore, it is not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposits) Rules, 2014.

32. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEE

In Compliance with the provisions of Section 179(9) of the Companies Act, 2013 read with Regulation 22 of the erstwhile SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Whistle Blower Policy as a vigil mechanism for directors and employees of the Company. The Whistle Blower Policy is disclosed on the Companys website www.usgtechsolutions.com.

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 mandates the Company to familiarize the Independent Directors with the Company by conducting training Programmed During the year, the Board members were regularly apprised with the overview of the Company and its operations by the Senior Management team. Additionally, the Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Companys procedures and practices and keep themselves abreast of the latest corporate, regulatory and industry developments.

34. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable US Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website: (http://www.usgtechsolutions.com/wp-content/uploads/2016/03/Code-of-Conduct.pdf )

35. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website: http://www.usgtechsolutions.com/investors/.

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013, are not applicable to the Company for the financial year under review.

37. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE

COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The following material changes and commitments, which may affect the financial position of the Company, have occurred between the end of the financial year to which these financial statements relate and the date of this report:

  On May 11, 2025, 16,76,476 Equity Shares (representing 4.25% of the total shareholding) held by Late Mr. Satish Kumar Gupta were transmitted to his legal heir, Mr. Servesh Gupta (son of Late Mr. Satish Kumar Gupta), who is a member of the Promoter Group.

  Ms. Himanshi Rawat resigned from the post of Company Secretary & Compliance Officer with effect from April 1, 2025.

  Ms. Rolly Tiwari was appointed as the Company Secretary & Compliance Officer of the Company with effect from May 27, 2025.

  The shareholding of M/s Nandanvan Commercial Private Limited increased from 5.83% to 9.49% through the acquisition of an additional 14, 43,666 equity shares of the Company.

  Mr. Manish Kumar resigned from the post of Chief Financial Officer of the Company with effect from July 31, 2025.

43 26 th Annual Report 2024-25

  Mr. Aadarsh Aggarwal has been appointed as the Chief Financial Officer of the Company with effect from August 14, 2025.

Except for the above, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by any Regulator or Court or Tribunal which would impact the going concern status and the companys operation in future.

39. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company is having two wholly owned subsidiary Companies and one subsidiary LLP. The Details of same is provided as under:

S.NO	NAME OF COMPANY/LLP	RELATIONSHIP WITH HOLDING COMPANY
1.	Retails Information Systems Pty Ltd	Foreign Wholly Owned Subsidiary
2.	Niskarsh Properties Pvt Ltd	Wholly Owned Subsidiary
3.	Zeal Appartment LLP	Subsidiary

40. PARTICULARS OF EMPLOYEES

Information on particulars of employees remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be NIL as there are no employees who are in receipt of remuneration above the prescribed limit.

The ratio of remuneration of each director to the median employees remuneration and other details in terms of Sub - Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report and attached as Annexure III .

41. CORPORATE GOVERNANCE REPORT

In terms of Para C of schedule V of the SEBI LODR Regulation 2015 the company has complied with the requirement of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulation 2015 and amendments thereof (SEBI LODR Regulations) regarding Corporate Governance. A report on the Companys Corporate Governance practices and the Auditors Certificate on compliance of mandatory requirement thereof are given as Annexure IV .

42. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Annual return for the financial year 2024-25 shall be uploaded on the website of the Company and can be accessed through the link https://www.usgtechsolutions.com/.

43. AUDIT TRAIL APPLICABILITY- RULE 11 OF THE COMPANIES (AUDIT AND AUDITORS)

RULES 2014

The Company has maintained its books of account for the financial year ended March 31, 2025, using accounting software that includes an audit trail (edit log) feature. This feature was enabled and remained operational throughout the financial year, capturing all relevant changes made to the accounting records, thereby ensuring compliance with the requirements of Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

44. APPOINTMENT OF DESIGNATED PERSON- RULE 9 OF THE COMPANIES (MANAGEMENT

AND ADMINISTRATION) RULES 2014

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014, the Company has duly designated a responsible person to ensure compliance with applicable statutory obligations. The appointment of the Designated Person was approved by the Board at its meeting and has been appropriately disclosed in the Annual Return of the Company for the financial year under review.

45. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Your Company is not an energy intensive unit, however possibilities are continuously explored to conserve energy and to reduce energy consumption to the extent possible. During the year under review, considering the nature of activities presently being carried on by the Company, categorical information of the Company in terms of the Rules is provided below:

(A) Conservation of energy:

Steps taken or impact on conservation of energy	Regular efforts are made to conserve the energy at all levels. Several environment friendly measures were adopted by the Company such as Installation of capacitors to save power, Installed Thin Film Transistor (TFT) monitors that saves power,
	LED Lights, creating environmental awareness by way of distributing the information in electronic form, minimizing air- conditioning usage, Shutting off all the lights when not in use etc.
Steps taken by the company for utilizing alternate sources of energy	The Company is into Service Industry and hence except Electricity, the Company is not required to use any other alternate source of energy.
Capital Investment on energy conservation equipment\u2019s;	NIL

(B) Technology absorption : The activities and business of the Company are such that it does not involve use of ultra-modern technologies and hence the disclosure under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

(C) Foreign Exchange Earning and Outgo : During the year under review Company did not earn any foreign exchange and there is no foreign exchange outgo.

46. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to fostering an open, inclusive, and safe work environment where every employee feels valued and empowered, regardless of gender, sexual orientation, or any other personal attributes. In line with this commitment, the Company has adopted a policy for the prevention of sexual harassment, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act").

While the Company has framed an Anti-Sexual Harassment Policy in compliance with the PoSH Act, it is currently not required to constitute an Internal Complaints Committee (ICC) under the said legislation, as the provisions relating to its constitution are not applicable to the Company during the year under review.

Furthermore, the Company has not received any complaints relating to workplace misconduct, including sexual harassment, during the financial year.

47. COMPLIANCE WITH THE MATERNITY BENEFIT ACT

The Company affirms its full awareness of and commitment to complying with the provisions of the Maternity Benefit Act, 1961. Although there are currently no women employees on the Companys rolls who are eligible under the Act, appropriate systems and policies have been established to ensure that all statutory benefits?€”such as paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to-work arrangements?€”are duly extended to eligible women employees as and when applicable. The Company remains dedicated to fostering an inclusive, supportive, and legally compliant workplace environment.

48. INFORMATION UNDER REGULATION 34 (3) READ WITH SCHEDULE V OF SECURITIES AND

EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

There are no shares in the demat suspense account or unclaimed suspense account.

49. INDEPENDENT DIRECTORS MEETING

Independent Directors are regularly updated on performance of each line of business of the Company, strategy going forward and new initiatives being taken/proposed to be taken by the Company. The Independent Directors Ms. Nirmal Garg, Ms. Shikha and Mr. Venu Gopal Reddy met on March 03 rd , 2025 without any Senior Management Personnel for:

  Review the performance of Non-Independent Directors and the Board as a whole

  Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors.   Evaluate the quality, quantity and timeliness of flow of information between the Company Management and the board that is necessary for the Board to effectively and reasonably their duties.

GENERAL BODY MEETINGS: ANNUAL GENERAL MEETINGS

Location and time of the General Body Meetings of the Company in the past three years:

Year	Date	Venue	Time	Special Resolution passed
2022	30/09/2022	Hotel Rainbow	9:30 A.M	- Approval for changing the situation of registered office of the Company.
		Towers, Shamshabad		- To approve the related party transaction for 2022-23 with wholly owned Subsidiary (M/s RIS PTY Ltd).
		Airport Zone, Rajiv		- To approve the related party transaction for 2022-23 with wholly owned Subsidiary (M/s Niskarsh properties Private Limited).
		Gandhi
		International
		Airport,
		Police
		Station,1,8-
		27/2,
		International
		Airport Road
		Hyderabad,
		Telangana
		501218
2023	29/09/2023	Hotel Rainbow	9:30 A.M	- To re-appoint Mr. Servesh Gupta (DIN: 01451093) as a Managing Director.
		Towers, Shamshabad		- To approve the related party transaction for 2023-24 with wholly owned Subsidiary (M/s RIS PTY Ltd).
		Airport Zone, Rajiv Gandhi		- To approve the related party transaction for 2023-24 with wholly owned Subsidiary (M/s Niskarsh properties Private Limited).
		International
		Airport,
		Police
		Station,1,8-
		27/2,
		International
		Airport Road
		Hyderabad,
		Telangana
		501218
2024	27/09/2024	Through Video	11:00 A.M	- Appointment of Ms. Shikha (DIN: 07013436) as a non- executive independent Director on the board of the Company.
		Conferencing (\u201cVC\u201d)/ Other Audio-		- Appointment of Mr. Deepak Gupta (DIN: 08447287) as a Non- Executive Independent Directors on the Board of Directors of the Company.
		Visual
		Means
		(\u201cOAVM\u201d)

A. COMPLIANCE OFFICER

Ms. Himanshi Rawat, Appointed as Company Secretary & Compliance Officer w.e.f June 14 th , 2024 and resigned w.e.f. April 01 st 2025 and Ms. Rolly Tiwari was appointed as Company Secretary and Compliance officer w.e.f. May 27 th 2025. Management can be contacted at: USG Tech Solutions Limited office no 506 507 508 509 Devika Towers Chander Nagar, Ghaziabad, Uttar Pradesh, India, 201011 (Corporate office of the Company).

E-mail: Secretarial@usgtechsolutions.com or 011-41315203. Complaints or queries relating to the shares can be forwarded to the Companys Registrar and Transfer Agents ?€“ M/s Bigshare Services Pvt. Ltd. at info@bigshareonline.com.

B. MEANS OF COMMUNICATION

The Company regularly intimates unaudited as well as audited financial results to the Stock Exchanges immediately after these were taken on record by the Board. The quarterly/half-yearly/annual financial results are generally published in the English and Telugu Newspapers i.e. The Financial Express (English) Hyderabad , Metro Evening (TELGU) Hyderabad and Mana Telangana (TELGU) Hyderabad . The Annual Report, Quarterly Results and Shareholding Patterns of the Company are regularly filed with the Stock Exchanges by electronic mode within the stipulated time.

C. GREEN INITIATIVE IN CORPORATE GOVERNANCE

Pursuant to Circular No. 17/2011 dated 21 st April, 2011 and Circular No. 18/2011 dated 29 th April, 2011, Ministry of Corporate Affairs (MCA) has launched "Green Initiative in Corporate Governance" whereby the companies are allowed to send notices, documents, and other communications to the shareholders in electronic mode.

Your company encourages its shareholders to support the "Green Initiatives" by registering their email addresses with their respective depositories/Companys Registrar and Transfer Agent and intimate changes in the e-mail addresses from time to time.

D. GENERAL INFORMATION FOR MEMBERS

i. Annual General Meeting:

Date and Time	September 24, 2025 at 12:00 P.M
Venue	Since the AGM being called through video conferencing, hence the registered office of the Company shall be the deemed venue.

ii. Financial Calendar (tentative):

The financial year covers the period starting from 1 st April, 2024 and ended on 31 st March, 2025 Adoption of Quarterly Results Ended by the end of June, 2024, September,2024, December, 2024, March, 2025.

iii. Book Closure Period: 17 /09/2025 to 24/09/2025

iv. Listing Details:

The Equity Shares of the Company are listed with BSE Limited & The Calcutta Stock Exchange Association Ltd. [Scrip Code: BSE LTD -532402]. The listing fee has been paid to BSE where the Companys Equity shares are listed

v. Registrar and Transfer Agent:

M/s Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Maro Maroshi Road, Andheri East, Mumbai 400059 Email: bssdelhi@bigshareonline.com

vi. Share Transfer System:

The Companys share being in compulsory Demat list, are transferable through the depository system. However, shares in the physical form are processed by the Registrar & Transfer Agent and approved by the Shareholders and Investors Grievance Committee. The share transfer process is reviewed by the said committee.

E. RECONCILIATION OF SHARE CAPITAL:

The Company obtains certificate of compliance from a Company Secretary in practice quarterly as per Reg. 76 of (SEBI (Depositories and Participants) Regulations, 2018) for the purpose Reconciliation of Share Capital Audit of the total issued/paid - up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

F. SHAREHOLDING AS ON 31.03.2025

a. Distribution of shareholding as on 31.03.2025 is given below:

Shareholding of nominal value	Shareholders		No of Shares
Rs.	Number	% to total	Shares Amount	% to total
(1)	(2)	(3)	(4)	(5)
1-5000	4322	80.9970	4236230	1.0748
5001-10000	443	8.3021	3884310	0.9855
10001-20000	193	3.6169	3136440	0.7958
20001-30000	70	1.3118	1808840	0.4589
30001-40000	37	0.6934	1374610	0.3488
40001-50000	50	0.9370	2382550	0.6045
50001-100000	79	1.4805	6363930	1.6146
10001-9999999999	142	2.6612	370955190	94.1171
Total	5336	100	394142100	100

b. Shareholding Pattern of Shares as on 31 st March, 2025:

Category	No. of Shares	% of Shares (Approx.)
Clearing Member	3625	0.01
Corporate Bodies	3526832	8.95
Corporate Bodies (Promoter Co)	3662984	9.29
Foreign Company	3463410	8.79
NRIs/ OCBs	10032	0.03
Promoters	3546066	9.00
Public	25201261	63.94
Total	39414210	100.00

ISIN for Dematerialization: INE718B01017

b) Dematerialization of Shares as on 31 st March, 2025

The electronic holding of shares as on 31 st March, 2025 through NSDL and CDSL are as follows:

Particulars		NSDL		CDSL
	2025	2024	2025	2024
Equity Shares	25624359	27068644	5425430	3981145

The Company has entered into an agreement with both National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL), whereby the shareholders have an option to dematerialize with either of the depositories. Annual Custody fees for the year 2024-25 have been paid by the Company to NSDL and CDSL.

50. ACKNOWLEDGEMENT

Your directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance at all levels.