USG Tech Solutions Ltd Directors Report

The Members

USG Tech Solutions Limited

Your directors have pleasure in presenting their 25th Annual Report and the Audited Financial Statement for the Financial Year ended March 31, 2024.

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, 2024	Year Ended March 31, 2023	Year Ended March 31, 2024	Year Ended March 31, 2023
	STANDALONE		CONSOLIDATED
Total Turnover	0.63	0.37	0.65	36.85
Depreciation	0.57	0.70	1.11	1.81
Profit (Loss) before tax & Extra	(18.70)	(33.75)	(37.61)	(25.90)
Exceptional Items	-	-	-	-
Profit/(Loss) before tax Provision for tax	(18.70)	(33.75)	(37.61)	(25.90)
- Current Tax	-	-	-	-
- Deferred Tax	-	-	-	-
Profit (Loss)after tax	(18.70)	(33.75)	(37.61)	(25.90)

*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, there were no changes in nature of business of the company.

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 2023-2024.

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 company with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 are attached herewith in Annexure II 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.

"Corporate Governance is an integral part of the philosophy of the Company in its pursuit of excellence, growth and value creation by focusing a balance between individual interests and corporate goals."

13. BOARD OF DIRECTORS:

(A) Composition

The present Board of the Company consists of one Managing Director, one Executive Director and two Non-Executive Directors including 1-woman Independent Director as on 31st March, 2024. The Company has the Board for real strategic discussion and avails benefit of diverse experience and view-points. 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 31st March 2024 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 2023-24 are as under:

Name of Directors	DIN	Category of Directorship	No of Board Meeting Attended	Attended last AGM
Servesh Gupta (CMD)	01451093	Promoter & Executive Director	4	Yes
Ashima Gupta (ED)	07795866	Promoter & Executive Director	2	Yes
Deepak Kumar Bansal (ID) (Cessation w.e.f. 19.03.2024)	03081849	Non-Executive Director	4	Yes
Nirmal Garg	07145009	Non-Executive Director	2	Yes
Vikram	08028029	Executive Director	1	No

(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
Servesh Gupta	1	3	-	-
Ashima Gupta	1	-	-	-
Nirmal Garg	1	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 women director and 50% percent of the Board of Directors comprising non-executive 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 is a director. Necessary disclosures regarding Committee positions in other public companies as on March 31st, 2024 have been made by the Directors.

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 2024, in compliance with the Corporate Governance norms, the Companys Board of Directors headed by its Executive Chairman, Mr. Servesh Gupta comprised with three other directors, out of which two are Non-Executive Directors including, 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 4 Board Meetings on 30/05/2023, 08/08/2023, 10/11/2023, 14/02/2024, 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, 2024, be the Independent Directors held a separate meeting on 01/03/2024 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. Mr. Deepak Kumar Bansal and Ms. Nirmal Garg have attended the Independent Directors meeting.

15. AUDIT COMMITTEE

As on 31.03.2024, the Company has an Audit Committee comprising of the following: Mr. Deepak Kumar Bansal, Chairman, Mrs. Nirmal Garg, Member and Mr. Servesh Gupta, 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 30/05/2023, 08/08/2023, 10/11/2023, 14/02/2024. All committee members have attended all the meetings during the year under review.

16. STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31.03.2024, the Company has a Stakeholder Relationship Committee comprising of the following: Mr. Deepak Kumar Bansal, Chairman, Mrs. Nirmal Garg, Member and Mr. Servesh Gupta, Member during the year, the Committee met twice on 30/05/2023 and 08.08.2023 during the year. All committee members have attended all the meetings during the year under review.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTORS

During the reporting period following changes took place:

1. Mr. Vikram was appointed as an executive, additional director of the Company w.e.f. 14.02.2024.

2. Mr. Deepak Kumar Bansal, (Non-executive, Independent Director) has resigned from the board of the Company on 19.03.2024

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. Aditi Jindal till 01.01.2024	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. Aditi Jindal, resigned from the post of Company Secretary and Compliance Officer on January 01st, 2024 owing to her preoccupation.

2. On the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Himanshi Rawat as Company Secretary and Compliance Officer W.e.f. June14, 2024.

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, 2024 and of the profit and loss of the Company for the year ended March 31, 2024.

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 pre-determined 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: Mr. Deepak Kumar Bansal, Chairman, Mrs. Nirmal Garg, Member and Mr. Servesh Gupta 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 14.02.2024. 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 and the Companies (Audit and Auditors) Rules, 2014, M/s M J R A & Associates (FRN No. 013850N) Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the 27th Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

24. AUDITORS REPORT

The Auditors Report to the Members on the Accounts of the Company for the financial year ended March 31, 2024 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 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Apoorv, of M/s Apoorv & 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, 2024 is annexed as ANNEXURE-1 to the Report. The qualification made by auditor is:

S.No.	Observation	Auditors Remark	Management Response
1.	Regulation 17 of SEBI (LODR) Regulations, 2015 read with Section 149 of the Companies Act, 2013 read with Rules made thereunder	Ms. Nirmal Garg, independent director in the Company have not applied to the institute for inclusion of her 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, 2024. Hence stands ineligible to be appointed as such in the office of Independent Director of the Company and there is no other Independent Director in the Company. It is a non- compliance of Regulation 17 of SEBI (LODR) Regulations, 2015 read with Section 149 of the Companies Act, 2013 read with Rules made thereunder	As clarified by the Management, Company is in process of getting Ms. Nirmal Garg registered in the databank of Independent Directors. Further, Company has appointed Ms. Shikha and Mr. Deepak as independent directors of the Company w.e.f. 24.07.2024 in compliance with Regulation 17 of SEBI (LODR) Regulations, 2015 read with Section 149 of the Companies Act, 2013 read with Rules made thereunder.
2.	Regulation 3 (5) and 3 (6) of SEBI (Prohibition of Insider Trading) Regulations, 2015	Company has not maintained structured digital database during the audit period. It is a noncompliance of Regulation 3 (5) and 3 (6) of SEBI (Prohibition of Insider Trading) Regulations, 2015	Management was in process of getting this Compliance done in order to establish a good corporate governance practice within the Company and on, 29.06.2024 Company had purchased the SDD software and get it installed already. Further, we are in process of complying with this requirement and maintaining the SDD internally to ensure the timely and adequate compliance with the provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
3.	Regulations 6 of SEBI (LODR), Regulations 2015	Ms. Aditi Jindal Company Secretary and the Compliance Officer of the Company has resigned from the post of the Company Secretary and Compliance Officer w.e.f. 01/01/2024 but the no Company Secretary and Compliance Officer appointed during the Audit Period. It is noncompliance of Regulations 6 of SEBI (LODR), Regulations 2015	Management was continuously seeking a candidate for the office of Company Secretary and the Compliance Officer since the date of vacancy in the office and therefore, they appointed Ms. Himanshi Rawat having membership no. ACS 73967 on 14.06.2024 in place of Ms. Aditi lindal.
4.	Regulations 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Company has filed financial results for the quarter ended March 31, 2023 on 30th May 2023 at 23:12 P.M while XBRL of the same has been filed on June 7, 2023 at 6:22 P.M i.e beyond 24 hours it is a noncompliance of Regulations 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and BSE Circular DCS/COMP/28/2016-17 dated march 2017	As clarified by the Management, Company filed the Financial Results within the time frame i.e. on 30.05.2023 but since it had some discrepancies, So we filed the corrected financial results on 07.06.2023 and hence did the non-compliance in filling of audited financial Results for the quarter and year ended on 31st March, 2023.
5.	Regulation 47 of SEBI (LODR) Regulations, 2015	The Company has not sent intimation to stock exchange for newspaper publication of the Financial Results in the for the quarter ended June and September 2023. It is a non-compliance of Regulation 47(3) of SEBI (LODR) Regulations, 2015	Management clarified that they have published the Financial Results in the newspaper for the quarter ended June and September 2023 in two newspapers namely financial express (English) and the metro evening (Telugu) and it was a clerical mistake that Company didnt intimate the same to the stock exchange and not with the intention of any noncompliance.
6.	Nomination and Remuneration Committee.	During the Audit Period Company has filed Form MGT-7 for f.y. 2022-23 but there was no meeting of Nomination and Remuneration Committee was reported.	Management clarified this as a clerical mistake while filing the form MGT 7 because as per corporate governance report filed with BSE during f.y. 202223, Members of Nomination and Remuneration Committee met 5 times i.e 30.05.2022, 08.08.2022, 08.11.2022, 11.02.2023 and 22.03.2023.
7.	Compliances w.r.t. Calcutta Stock Exchange	Company is listed on the Calcutta Stock Exchange but Company has not done any compliances of the Exchange	Management clarified that, during the reporting period Company was in process of revocation of suspension from Calcutta Stock Exchange and further, Company has paid Rs. 11,91,914/- on 27.06.2024 to Calcutta Stock Exchange.

27. 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.

28. 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.

29. 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.

30. USG TECH SOLUTIONS LIMITED 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 )

31. 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.

32. 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

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and date of this report.

33. 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.

34. 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

35. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of Business during the year under review.

36. 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.

37. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Annual Return for the financial Year ended on 31st March, 2024 shall be uploaded on the website of the Company and can be accessed through the link https://www.usgtechsolutions.com/ .

38. 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:

I.	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.
II.	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.
III.	Capital Investment on energy conservation equipments;	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.

39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no Complaints received and disposed of during the financial year 2023-24.

40. 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.

41. 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 Mr. Deepak Kumar Bansal and Mrs. Nirmal Garg met on 01stMarch, 2024 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
2023	29/09/2023	Hotel SM Rainbow International plot 29 & 30, Behind Arkan Hospital NH 44 Airport Road Shamshabad, Hyderabad, Telangana 501218	9:30 A.M	• To approve the related party transaction for 2023-24 with wholly owned Subsidiary (M/s RIS PTY Ltd).
				• To approve the related party transaction for 2023-24 with wholly owned Subsidiary (M/s Niskarsh properties Private Limited).
2022	30/09/2022	Hotel Rainbow Towers, Shamshabad Airport Zone, Rajiv Gandhi International Airport, Police Station,1,8-27/2, International Airport Road Hyderabad, Telangana 501218	9:30 A.M	• To approve the related party transaction for 2022-23 with wholly owned Subsidiary (M/s RIS PTY Ltd).
				• To approve the related party transaction for 2022-23 with wholly owned Subsidiary (M/s Niskarsh properties Private Limited).
2021	28/09/2021	Vasista Bhavan, Opp Lane to DLF Cyber City, APHB Colony, Indira Nagar, Gachibowli, Telangana- 500032 (Near Magic Light House)	10:00 A.M	• To approve the related party transaction for 2021-22 with wholly owned Subsidiary (M/s RIS PTY Ltd).
				• To approve the related party transaction for 2021-22 with wholly owned Subsidiary (M/s Niskarsh properties Private Limited).

A. COMPLIANCE OFFICER

Ms. Aditi Jindal Resigned as Company Secretary and Compliance Officer of the Company w.e.f. January 01st, 2024 and In place of her Ms. Himanshi Rawat, Appointed as Company Secretary & Compliance Officer w.e.f June 14th, 2024. Management can be contacted at: USG Tech Solutions Limited 10C, Under Hill Road, Civil Lines, Delhi-110054 (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 and Metro Evening (Telugu) 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 21st April, 2011 and Circular No. 18/2011 dated 29th 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, 27th2024 at 11:00 A.M
Venue	Since, the AGM being called through video conferencing, hence the registered office of the Company shall be the deemed venue for this AGM.

ii. Financial Calendar (tentative):

The financial year covers the period starting from 1st April, 2023 and ended on 31st March, 2024 Adoption of Quarterly Results Ended by the end of June, 2023, September,2023, December, 2023, March, 2024.

iii. Book Closure Period: 20/09/2024 to 27/09/2024

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. The Company obtains from a Company Secretary in Practice, the half-yearly certificate of compliance with the share transfer formalities as required under Regulation 7 (3) - Compliance Certificate certifying maintaining physical & electronic transfer facility with Stock Exchanges and file a copy of the certificate with the Stock Exchanges.

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 31.03.2024

a. Distribution of shareholding as on 31.03.2024 is given below:

Shareholding of nominal value	Shareholders		No of Shares
Rs.	Number	% to total	Shares	% to total
(1)	(2)	(3)	(4)	(5)
1-500	2747	76.5821	283670	0.7197
501-1000	333	9.2835	290905	0.7381
1001-2000	171	4.7672	272064	0.6903
2001-3000	63	1.7563	166352	0.4221
3001-4000	33	0.92	120432	0.3056
4001-5000	44	1.2267	211088	0.5356
5001-10000	68	1.8957	564984	1.4335
10001-9999999999	128	3.5684	37504715	95.1553
Total	3587	100.0000	39414210	100.0000

b. Shareholding Pattern of Shares as on 31st March, 2024:

Category	No. of Shares	% of Shares (Approx.)
Clearing Member	5025	0.01
Corporate Bodies	2944686	7.47
Corporate Bodies (Promoter Co)	3662984	9.29
Foreign Company	3463410	8.78
NRIs/ OCBs	10850	0.03
Promoters	4546066	11.53
Public	24781189	62.87
Total	39,414210	100.00

ISIN for Dematerialization: INE718B01017

b) Dematerialization of Shares as on 31st March, 2024

The electronic holding of shares as on 31st March, 2024 through NSDL and CDSL are as follows:

Particulars	NSDL		CDSL
	2024	2023	2024	2023
Equity Shares	27068644	27456082	3981145	3593707

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 2023-24 have been paid by the Company to NSDL and CDSL.

Address for correspondence:

USG Tech Solutions Limited Managing Director

Corporate Office: 10C, Under Hill Road,

Civil Lines, Delhi-110054

Email:- secretarial@usgtechsolutions.com

42. 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.

	By the order of the Board of Directors
	For USG Tech Solutions Limited
	Sd/-
	Mr. Servesh Gupta
	(Managing Director)
	DIN:01451093
Date: 14.08.2024
Place: Delhi