Ushdev International Ltd Management Discussions

Managements Discussion and Analysis

About Ushdev International Ltd

The Company is primarily engaged in metals trading with presence in ferrous-flat and long products, nonferrous- copper, aluminum, zinc, brass, nickel, etc. and raw materials coal/ coke, iron ore, pellets, sponge iron, scrap, etc. However, the Company does not have any metal trading operations during year under review.

The Company is having a total capacity of 28.3 MW wind power generation with 23 wind generators spread across 5 States i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra.

Rising food prices, sticky inflation and continuity of geopolitical tensions due to Russia -Ukraine and Israel Palestine and Israel Iran war throughout the year defined the macro-economic and financial landscape during this Annual Reports period under review. However, Company being into the business of power generation which comes under "essential goods" category, the Company managed to continue its business through-outthe year post two years of Pandemic and managed to meet all its commitments. Electricity prices of Open Access State remained stable during the year after suffering of some collateral damage of the topline in previous years.

The Company was undergoing CIRP as per the order passed by NCLT, Mumbai bench dated 14th May, 2018.

A resolution plan received from the successful Resolution Applicant M/s. Taguda Pte Ltd was approved by Committee of Creditors (CoC) in its meeting concluded on 24th June 2021 by majority of votes favouring the Resolution. Further, the Resolution plan was approved by National Company Law Tribunal, Mumbai Special Bench on February 3, 2022 read with the orders dated March 11, 2022 of the Honble National Company Law Appellate Tribunal ("NCLAT Orders").

The Resolution Applicant along with the CoC had nominated members and formed Interim Monitoring Agency (hereinafter referred to as "IMA") as on March 1 5, 2022 and in their 1st Meeting, the role of Resolution Professional came to an end and the company is being managed by IMA comprising of four members - two representatives from CoC being Authorised Representatives from State bank of India & Authorised Representative from IDBI and two members from the successful Resolution Applicant being Mr Deepak Netto and Ms Radha M Rawat and the erstwhile Resolution Professional Mr Subodh Kumar Agrawal as an observer. Role of IMA isto manage the affairs of the Company as a going concern and supervise the implementation of the Approved Resolution Plan until the transfer of control of your Company to the Successful Resolution Applicants. Pursuant to the implementation of Resolution Plan, the company has applied for certain approvals from RBI and SEBI. Approval from RBI is yet to be received.

The Honble NCLT Mumbai issued an order on December 8, 2023, granted a two-month period for the Resolution Applicant to execute the Resolution Plan. As no payment was received from Resolution Applicant M/s Taguda Pte Ltd, on February 9, 2024, the secured financial lenders of the company, led by State Bank of India, invoked the Bid Bond and Performance Security funds deposited by the Resolution Applicant, which have been forfeited.

The Honble NCLAT passed an order on 30th May, 2025 directing NCLT to decide on liquidation of the company within three months from date of the order. The order of NCLAT was again challenged by the Resolution Applicant in Supreme Court of India. The Honble Supreme court of India dismissed the appeal filed by Resolution Applicant. The matter is pending at NCLT for final outcome.

OPPORTUNITIES AND OUTLOOK

A. Industry Structure and Development

Metal Business

Steel Tariffs and Inventory Levels on the Minds of the Market

The carbon steel market in calendar year 2024 was a roller coaster ride defined by sharp contrasts. From dramatic price swings to evolving demand dynamics, it was a year that tested the resilience of buyers and suppliers alike.

The year began with hot-rolled steel prices at a rare high of $1,000/ ton, but the first half was marked by precipitous declines that left prices in the mid-$600 range by June. These declines were largely a byproduct of the post-COVID boom and the market correction that followed.

Prices stabilized in the second half of the year imposed confusion on imports and domestic choice.

Stability Amid Complexity

As buyers look toward 2025, tariffs are at the forefront of their concerns. The big question on everyones mind is what tariffs might look like under the incoming administration. Potential changes to tariffs by US on Canadian and Mexican steel could have significant implications for pricing and supply to other countries.

Another critical consideration for buyers is inventory management. The volatility of 2024 underscored the importance of maintaining a balanced approach.

Key Market Drivers: Infrastructure and End-Use Sectors.

Power Sector

Indias power sector has undergone a dynamic transformation, with notable shifts in its energy mix, capacity, and sustainability initiatives. As of January 2025, the total installed power capacity stands at 466.26 GW.

The Budget 2025-26 represents a significant milestone for the power sector paving the way for a secure, sustainable, resilient, and affordable energy future said Union Minister for Power Shri Manohar Lal.

Commending the emphasis on nuclear energy, he stated that the vision to develop at least 100 GW of nuclear power by 2047 underscores Indias ambitious yet essential transition towards clean energy.

Indias power sector is undergoing a remarkable transition. With a commitment to increasing renewable energy capacity and reducing reliance on fossil fuels, the sector is steering towards a more sustainable future. As the country continues to expand economically, the power sectors growth will be crucial in ensuring reliable and sufficient electricity access for all, paving the way for a brighter and more sustainable future.

Indias renewable energy sector is on a transformative journey, with 2024 marking a year of record capacity additions and policy advancements. As the country moves into 2025, addressing regulatory, financial, and infrastructural challenges will be crucial. With continued policy support, increased investment, and a focus on emerging technologies, India is well-positioned to achieve its ambitious renewable energy targets and solidify its status as a global leader in the clean energy transition.

The Ministry of New & Renewable Energy (MNRE) played a pivotal role in fostering RE growth through policy interventions and financial support. Key highlights include:

Green Hydrogen Push: The government actively pursued the development of green hydrogen policies to reduce costs and attract investments in this emerging sector.

Manufacturing Expansion: Domestic solar PV and wind turbine manufacturing were scaled up, supporting Indias ambition to become a global RE manufacturing hub.

Grid Infrastructure Development: The MNRE proposed significant investments in inter-state transmission systems to evacuate power from renewable-rich states like Rajasthan, Gujarat, and Madhya Pradesh.

B. Opportunities and threats

Indias energy landscape has undergone a vast transition, with the focus shifting towards renewable means in the era of sustainability. As the world repositions itself towards sustainability, Indias renewable sector unleashes a new scope of opportunities. Over the past decade, India has made significant strides in diversifying its energy mix, gradually reducing its dependence on conventional fossil fuels, and setting an enhanced target at the COP26 of 500 GW of non-fossil fuel-based energy by 2030. Indias installed non-fossil fuel capacity has increased 396% in the last 8.5 years and stands at more than 205.52 GW (including large hydro and nuclear), about 42% of the countrys total capacity (as of November 2024). In addition, 100% FDI has been allowed under the automatic route for renewable energy generation and distribution projects subject to provisions of the Electricity Act 2003. India, at the 26th session of the United Nations Framework Convention on Climate Change (COP 26) in November 2021, announced its target to achieve net zero by 2070, and hence the renewable energy sector poses a vast range of potential beyond creating a cleaner future. Furthermore, with more than 2 times the leap in wind energy capacity to 47.95 GW today since 2014, India also looks forward to expanding the capacity to 99.9 GW by 2029-30 in major wind energy-producing states like Andhra Pradesh, Gujarat, Karnataka, Maharashtra, Rajasthan, Kerala, etc. The government of India has launched several initiatives, such as the development of solar parks, under which 50 solar parks across 12 states have been sanctioned with capacities of 500 MW or more. Sustainable Alternative towards Affordable Transportation (SATAT) has been launched as an initiative to set up a Compressed Bio-Gas (CBG) production plant and make CBG available in the market for use in automotive fuels.

D. Outlook

The metal industry outlook for 2025-26 indicates a mixed global scenario with potential for growth in India, particularly within the stainless steel sector, driven by infrastructure development and government support. However, global overcapacity and economic uncertainties pose challenges. Indias steel industry is expected to see significant growth, potentially driven by government capex, infrastructure development, and green energy initiatives.

The power industry outlook for 2025-26 is generally positive, with strong growth expected in both India and the US, driven by rising electricity demand and a continued focus on renewable energy and energy storage.

E. Risk, Threats and Concerns

As the renewable energy sector continues to expand rapidly in 2024, it faces an increasingly complex and dangerous cybersecurity landscape. Wind farms, solar power plants, and other green energy infrastructure have become prime targets for malicious actors seeking to disrupt operations, steal sensitive data, or exploit vulnerabilities for financial gain.

Wind Farms and Solar Plants in the Crosshairs

Cybersecurity experts have identified several key vulnerabilities in renewable energy systems:

1. Operational Technology (OT) Systems: Malicious actors are likely to focus on targeting OT software and hardware, particularly in solar panel systems. Inverters, which convert DC energy from solar panels into usable AC electricity, are especially vulnerable due to their internet connectivity.

2. SCADA and ICS: Supervisory Control and Data Acquisition (SCADA) and Industrial Control Systems (ICS) are critical components in renewable energy plants that control and monitor operations. These systems are increasingly targeted by sophisticated attacks.

3. Smart Meters and IoT Devices: The integration of Internet of Things (IoT) devices and smart meters in renewable energy infrastructure expands the potential attack surface significantly.

4. Indias rapid renewable energy expansion without adequate storage systems has led to growing electricity grid instability, with power shortages expected to rise in May and June. This issue is worsened by a decade-old policy to scale down thermal power expansion, reducing critical baseload support during peak summer evenings.

5. Additionally, financial mismanagement in power distribution, driven by state governments reluctance to address revenue leaks and reliance on central lending utilities to cover discom losses, further exacerbates the crisis.

F. Internal Control Systems and their Adequacy

A Corporate Insolvency Resolution Process under IBC 2016 was initiated against the company vide NCLT order dated 14th May, 2018; the management of the company thereafter was monitored by the Resolution Applicant. After formation of IMA on 15th March, 2022 the companys day to day operations are being supervised and monitored by IMA.

The Company has an Internal Control System, commensurate with thesize, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditfunction reports to the IMA member. The Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and there by strengthen the controls.

G. Discussions on financial Performance with respect to Operational Performance

The Company is primarily engaged in renewal energy generation and metals trading with presence in ferrous- flat and long products, nonferrous- copper, aluminum, zinc, brass, nickel, etc. and raw materials - coal/coke, iron ore, pellets, sponge iron, scrap, etc. However, the Company does not have any trading operations during year under review. Further, in the opinion of the management, resolution and revival of the Company is possible in foreseeable future. The annexed Balance Sheet will have given the members, the Companys performance in the year under report.

H. Material Development in Human Resources/Industrial Relations

Front, including number of people employed the Company prides in its people-centric principle in guiding its relationship with its employees. Employees are a key facet to the Company and the Company acknowledges that their contribution has played a key role in its growth and success. The Company ensures that safe working conditions are provided both in the plants as well as offices of the Company.

The Company regularly updates their skills with training and development programs, which take place at all levels and also continued employee communication to neutralize grapevine talk. The Company pursues a culture of rewarding of excellence and commitment and encouraging bonding and team work. The Company believes in creating positive, proactive and professional work environments where talents are nurtured and careers are advanced.The main focus was "continuity of business as a going concern" under constrained resources and sustaining faith of employees on future of the company.

I. Key Financial Ratios:

Ratios	31.03.2025	31.03.2024	Remarks
Debtors Turnover	3.88	2.52	Trade receivables are net of Expected Credit Loss provision. Average trade receivables represent the average of opening and closing trade receivables. Reasons for change: -
			1. Due to good wind season this year the company wind mills performance was good in terms of sales generation. Also price per unit went up marginally in Maharashtra.
			1. Average Trade Receivables reduced in current year vis a vis last year due to receipt from TNEB of old outstanding dues.
Inventory Turnover	N.A.	N.A.	N.A.
Interest Coverage Ratio	N.A.	N.A.	N.A.
Current Ratio	0.01	0.01	1. Change in assets on a/c of prepaid expenses and recovery from debtors. 2. Change in liability due to notional Forex loss/gain on the foreign creditors & liabilities etc.
Debt Equity Ratio	(0.78)	(0.78)	Total debt includes current borrowings originally sanctioned as long term and current maturities of long-term Borrowings.
Operating Profit Margin	(25.12)	(13.51)	The Company has revalue its trade payables or advances received from suppliers for exchange fluctuation resulting in foreign exchange loss of Rs.—Lakh debited to the profit and loss account for the year ended 31.3.2025 (previous year Rs.934.36 Lakh) as there was depreciation in the reporting currency (INR v/s USD). For the year ended March 31, 2025, trade receivables and advances recoverable in foreign currency are not revalue for exchange fluctuations as company has already made 100% provision for expected credit loss (ECL) against these trade receivables and advances in previous year/s having no impact on its Profit and Loss Account.

 

Ratios	31.03.2025	31.03.2024 Remarks
Net Profit Margin	(133.40)	(64.76) The Company has revalued its trade payables or advances received from suppliers for exchange fluctuation resulting in foreign exchange loss of Rs. 1,579.29 Lakh debited to the profit and loss account for the year ended 31.3.2025 (previous year Rs. 934.36 Lakh) as there was depreciation in the reporting currency (INR v/s USD). For the year ended March 31, 2025, trade receivables and advances recoverable in foreign currency are not revalue for exchange fluctuations as company has already made 100% provision for expected credit loss (ECL) against these trade receivables and advances in previous year/s having no impact on its Profit and Loss Account.
Return on Net Worth	(0.52%)	(0.31%) The Company has revalued its trade payables or advances received from suppliers for exchange fluctuation resulting in foreign exchange loss of Rs. 1,579.29 Lakh debited to the profit and loss account for the year ended 31.3.2025 (previous year Rs.934.36Lakh) as there was depreciation in the reporting currency (INR vs USD). For the year ended March 31, 2025, trade receivables and advances recoverable in foreign currency are not revalue for exchange fluctuations as company has already made 100% provision for expected credit loss (ECL) against these trade receivables and advances in previous year/s having no impact on its Profit and Loss Account.

J. Cautionary statement:

A Corporate Insolvency Resolution Process under IBC 2016 was initiated against the company vide NCLT order dated 14th May, 2018; the management of the company thereafter was monitored by the Resolution Applicant. After formation of IMA on 15th March, 2022 the companys day to day operations are being supervised and monitored by IMA. The Powers of Board continues to be remained suspended till successful implementation of Resolution Plan.

Statements in the Directors Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations and/or forecasts may be forward-looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include domestic demand and supply conditions of power and changes in government regulations, tax laws, economic developments within the country andother factors such as litigation and industrial relations.