Directors Report of USG Tech Solutions Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 25^th 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:

fDc ¦ n I ancl

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)
lixceptional 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)

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 arm''s 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 Company''s 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 31^st 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 Stakeholder''s 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 31^st, 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 Company''s 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 01^st, 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 Chairman''s 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 27^th 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	Auditor''s Remark			Management Response
1.	Regulation 17 of SEBI (LODR) Regulations, 2015 read with	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			As clarified by the Management, Company is in

	Section 149 of the Companies Act, 2013 read with Rules made thereunder	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	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 didn''t 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 Company''s 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 Company''s 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 COMPANY''S 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 company''s 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 employee''s 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 equipment''s;	NIL

fB)Technologv 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

fCIForeign 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 01^stMarch, 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 01^st, 2024 and In place of her Ms. Himanshi Rawat, Appointed as Company Secretary & Compliance Officer w.e.f June 14^th, 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: [e-mail] or 011-41315203. Complaints or queries relating to the shares can be forwarded to the Company''s Registrar and Transfer Agents - M/s Bigshare Services Pvt. Ltd. at [e-mail].

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 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/Company''s 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 1^st April, 2023 and ended on 31^st 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 Company''s 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: [e-mail]

vi. Share Transfer System:

The Company''s 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 31^st 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 31^st March, 2024

The electronic holding of shares as on 31^st 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:- [e-mail]

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

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 16thAnnual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company during the year ended March 31, 2015 is summarized be- low:

(Figure in Rs. lacs]

PARTICULARS Year ended Year ended 31st March, 2015 31st March, 2014

Income 176.51 335.52

Expenditure 179.73 336.48

Profit Before Tax (3.21] (0.95]

Provision For Tax - -

Profit Before Deferred Tax (3.21] (0.95]

Provision For Deferred Tax (4.90] (1.25]

Net Profit/loss After Taxation 1.68 0.30

Equity Share Capital (F.V Rs.10 394.14 394.14

each]

Reserve & Surplus 197.04 195.35

Basic Earning per Share - -

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the Company has suffer an loss before tax of Rs.3,21,808.16as compared to Loss of Rs.95,082 during the previous year and has earned a profitafter tax (MAT] of Rs.168883.67as compared to profit of Rs.30,810 during the previous year.

The company expects good business and returns in future.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in nature of business of the company.

DIVIDEND:

In order to conserve the resources of the company for the good future prospects and growth, and as the Company has suffer loss in the said reporting period, the Board of Directors taking this view have decided not to distributed 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.

AMOUNT TRANSFERRED TO RESERVES:

There is no transfer to reserves during the financial year.

CHANGES IN SHARE CAPITAL:

There was no change in the Share Capital of the company during the year.

* Disclosure regarding issues of equity shares with differential rights:

The Company has not issues any equity shares with differential rights during the year Underreview.

* Disclosure regarding issues of employee stock options:

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

* Disclosure regarding the issues of sweat equity shares:

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

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3] of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration] Rules, 2014 for the financial year 2014-15 has been enclosed with this report inANNEXURE-1

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2014-15,09 (Nine]meetings of Board of Directors of the Company were held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (i.e., the maximum interval between any two board meeting did not exceed 120 Days], 5 (Five] Audit Committee Meetings were convened and held and 2 (Two] NRC committee meeting were convened and held. Details of the Meetings (i.e., Date of the Meetings, Number of the Director present etc] is mention in Corporate Governance Report a part of Annual Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board. This evaluation is led by the Chairman of the Board Governance, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board. The evalua- tion process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

BOARD INDEPENDENCE:

Definition of 'Independence' of Directors is derived from Clause 49 of the ListingAgreement with Stock Exchanges and Section 149(6] of the Companies Act, 2013. Based on the confirmation /disclosures re- ceived from the Directors under Section 149(7] of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Direc- tors:-

a] Mr. Anil Kumar Gupta

b] Mr. Umesh Sharma

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COM- PANIES ACT, 2013:

During the financial year 2014-15, the company has not given any loan, provided guarantee and made investment under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was a contract or arrangements made with related parties with arm length pricing as defined under Section 188 of the Companies Act, 2013 during the year under review.

INTERNAL AUDIT & CONTROLS

The Company continues to engage Mr. Ravi Agarwal as its Internal Auditor. During the year, the Com- pany continued to implement their suggestions and recommendations to improve the control envi- ronment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to im- prove efficiency in operations.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS:

M/s Udit Aggarwal & Associates, Chartered Accountants (Firm Registration Number 026161N] were appointed as Statutory Auditors for a period of 3 years in the previous Annual General Meeting subject to the ratification in every Annual General Meeting in terms of section 139(1] of the Companies Act, 2013. Their continuance of appointment and payment of remuneration are to be confirmed and ap- proved in the ensuing 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.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appoint- ment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed Dharmen- dra Sharma & 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, 2015 is annexed as Annexure-IIIto the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report.

COST AUDITOR:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's in respect of its prod- uct/services.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the statutoryauditors and the practicing company secretary in their secretarial audit report.

There was no qualification, reservation or adverse remark made by the Statutory Auditors&Secretarial auditor in their report for FY 2014-15.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

* During the financial year 2014-15the Company has made alteration in existing object clause in Memorandum of Association of the Company.

Conservation of energy, technology, absorption, foreign exchange earnings and outgo

The details ofEnergy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation NA

Steps taken for utilizing alternate sources of NA energy

Capital investment on energy conservation NA equipments

b) Technology Absorption:

Efforts made for technology absorption NA

Benefits derived NA

Expenditure on Research &Development, if NA any

Details of technology imported, if any NA

Year of import NA

Whether imported technology fully ab- NA sorbed

Areas where absorption of imported tech- NA nology has not taken place, if any

c) Foreign Exchange Earnings/ Outgo:

Earnings Nil

Outgo Nil

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

The Company does not have any subsidiary.

HUMAN RESOURCE DEVELOPMENT

As a member of The USG Group, your Company's human resource function is aligned to its global HR strategy, with intent to support its business strategy. It therefore derives robust support from the Group in areas of recruitment, training, appraisal, compensation, managing and rewarding perfor- mance, etc. Human Resources function ensures that all employees are aligned to the organisation's shared values, management principles and a high performance culture. Your Company strives to em- brace best HR practices to become an "Employer of Choice". Your Company aims to maintain its com- petitive edge by ensuring the right talent for the right job. This is ensured by using multi-pronged se- lection tools like assessment centres, personality tests and one-on-one interviews. Our recruitment strategy centres on infusing quality talent aligned to the values of Linde with potential to take the or- ganisation to a higher level of performance. Social networking sites are actively used - both as a source of candidate database and also as a platform to create strong employer brand.

RISK MANAGEMENT POLICY:

The management has taken all necessary steps to identify the elements of risks, if any. The manage- ment has implemented an effective and meaningful system to safeguard the assets of the company.

The Board has to review the business plan at regular intervals and develop the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others. Communication of Risk Management Strategy to various levels of management for effective implementation is essential for achieving the goals of the organization.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment

Mr. Servesh Gupta, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Ms. Nirmal Garg has been appointed as an Independent Directors for term of 5 years with effect from 31.03.2015.

Also, Mr. Prem Sharma has been appointed as Chief Financial Officer of the Company with effect from 01st December,2014respectively.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule, 5 of The Compa- nies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, none of the Company's Employees who were in receipt of a remuneration not less than Rs. 60Lacs during the financial year; or the employee receipt of the remuneration for any part of that year , at a rate which, in aggregate, was notless was Rs.5 lacs per month and hence no particulars are required to be disclosed in this report.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remune- ration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

During the financial year the Company has paid remuneration amounting to Rs. 100,000/- (One Lacs only] to Mr.Servesh Gupta Whole Time Director of the company.

Receipt of any commission by Managing director / whole time director from a company or for receipt of commission / remuneration from it holding or subsidiary

During the financial year the Managing director/ whole time director has not received any commission from the Company, its holding or subsidiary Companies.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the financial year no order has been passed by the authorities which impacts the going concern status and company's operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The management has taken all necessary steps to plug the internal control weaknesses. The manage- ment has implemented an effective and meaningful system in place to safeguard the assets of the com- pany.

DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of princip- al or interest on public deposits was outstanding as on the date of the balance sheet.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

As per the Companies Act, 2013, companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR] Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profit of the company's three immediately preceding finan- cial years.

During the financial year 2014-15 the Company has not crossed the threshold limit for the Corporate Social Responsibility Committee as required under the Section 135 of the Companies Act, 2013 (as de- fined above]. So the company has not constituted the CSR committee and not done any activities de- fined under Schedule VII of the Companies Act, 2013.

COMMITTEES OF THE BOARD:

(a) Audit Committee

The Audit Committee continued working under Chairmanship of Shri Anil Kumar Gupta with Shri Ser- vesh Gupta and Shri Umesh Sharma as co-members. During the year, the sub-committee met onSix oc- casions with full attendance of all the members.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes

* Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

* Reviewing with the Management the quarterly unaudited financial statements and the Audi- tors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

* Review the Management Discussion & Analysis of financial and operational performance.

* Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Princi- ples in India (IGAAP].

* Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

During the year under review, the Audit Committee held a separate meeting with the Statutory Audi- tors and the Chief Internal Auditor to get their inputs on significant matters relating to their areas of audit.

(b) Remuneration Committee

In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing "Re- muneration Committee" as the "Nomination and Remuneration Committee".

(C) Risk Management Committee

Business Risk Evaluation and Management is an on-going process within the Organization. The Com- pany has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

* Oversight of risk management performed by the executive management;

* Reviewing the BRM policy and framework in line with local legal requirements and SEBI guide- lines;

* Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

(D) Stakeholders' Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agree- ment, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".

The terms of reference of the Committee are:

* transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

* issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

* issue new certificates against subdivision of shares, renewal, split or consolidation of share cer- tificates / certificates relating to other securities;

* issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

* to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s], if any, and to allot shares pursuant to options exercised;

* to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

* to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

* to authorize the Company Secretary and Head Compliance / other Officers of the Share De- partment to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

* monitoring expeditious redressal of investors / stakeholders grievances;

* all other matters incidental or related to shares, debenture.

(f) Independent Directors' Meeting

During the year under review, the Independent Directors met on 31.03.2015 inter alia, to discuss:

* Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

* Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

* Evaluation of the quality, content and timelines of flow of information between the Manage- ment and the Board that is necessary for the Board to effectively and reasonably perform its duties.

* All the Independent Directors were present at the Meeting.

NOMINATION & REMUNERATION COMMITTEE POLICY:

The provisions of Section 178(1] relating to constitution of Nomination and Remuneration Committee. The committee frames the policy to translate the following business:

* Succession planning of the Board of Directors and Senior Management Employees;

* Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

* Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

* Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on cer- tain criteria as approved by the Board.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

The provisions of Section 177 subsection 10 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers] Rules, 2013 is not applicable to the Company.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by your Company, together with a certificate from Mr. Udit Aggarwal, Chartered Accountants on compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is given in Annual Report in Annexure IV

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report on Company's performance - industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, are pre- sented in this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PRO- HIBITION &REDRESSAL) ACT, 2013:

The Company has adequate system for prevention of Sexual Harassment of Women at workplace and has set up cell for the same. During the year Company has not received any complaint ofharassment.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5] of the Companies Act 2013, your directors confirm that:

a] in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b] the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Compa- ny for that period;

c] the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the as- sets of the company and for preventing and detecting fraud and other irregularities;

d] the directors had prepared the annual accounts on a going concern basis;

e] As required under Section 134(5](f] of the Companies Act, 2013, and according to the informa- tion and explanations presented to us, based on the review done by the Audit/Risk and Com- pliance Committee and as recommended by it, we, the Board of Directors, hereby, state that adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provi- sions of all applicable laws as per the Company's Global Statutory Compliance Policy and that such systems and processes are operating effectively.

f] the directors had devised proper systems to ensure compliance with the provisions of all appli- cable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

The Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/ clients, bankers and various Gov- ernment authorities at all levels.

For and on behalf of the Board of Directors of USG Tech Solutions Limited

Sd/- Sd/- Servesh Gupta Satish Kumar Gupta Whole Time Director Director DIN-01451093 DIN-01451050 Address:4A/1,RAJ NARAIN ROAD, CIVIL Address : 4A/1,RAJ NARAIN ROAD, CIVIL LINES, DELHI, 110054, Delhi, INDIA LINES, DELHI, 110054, Delhi, INDIA

Date: 04/09/2015 Place: Noida

---

Mar 31, 2014

Dear Members,

The Directors are delighted to present the 15th Annual Report on the business and operations for the Financial Year ended 31st March, 2014:

Financial & Operational Highlights : (Rs. In Lacs)

PARTICULARS Year ended Year ended 31st March, 2014 31st March, 2013

Income 335.52 644.88

Expenditure 336.48 640.02

Profit Before Tax -0.95 4.86

Provision For Tax - 0.72

Profit Before Deferred Tax -0.95 4.14

Provision For Deferred Tax -1.35 0.78

Net Profit/loss After Taxation 0.40 3.36

Equity Share Capital (F.V Rs.10 each) 394.14 339.64

Reserve & Surplus 195.44 194.67

Basic Earning per Share - 0.01

Year in Retrospect

During the year under review, the Company''s Gross turnover reduced marginally from 644.88 Lacs previous year to 335.52 Lacs current year. The Current years working resulted into a profit of Rs 0.40 Lacs has compared to Rs 3.36 Lacs profit in the immediately preceding previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2014 and the date of this Report.

Dividend

In view of loss suffered by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A & 58AA of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: During the year under review, the Company has undertaken Offshore activities for software customization.

c. Foreign Exchange Earnings and Outgo : (Rs. In Lacs)

Particulars 2013-14 2012-13

Total Foreign Exchange earnings NIL 168.02

lotal Foreign Exchange outgo NIL 58/.14

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Satish Kumar Gupta, Director of the Company, retires by rotation and being eligible, seeks re-appointment.

Brief details of the Directors seeking appointment/re-appointment as stipulated under Clauses 49 of the Listing Agreement with the stock exchange is enclosed with the Notice.

During the year under review Mr Umesh Bhat, Director of the Company has resigned from the Board w.e.f. 18th February, 2014.

Auditors

M/s PVR-N & Co., Chartered Accountants have expressed their unwillingness for re appointment and they have to vacate their office at the conclusion of this meeting. In the meanwhile the Company received a notice from a shareholder along with a letter u/s 224 of the Companies Act, 1956 informing the eligibility signifying his intention to appoint M/ s Udit Aggarwal & Associates, chartered accountant to fill the casual vacancy in the forthcoming Annual General Meeting. The appointment of auditors in place of existing auditor of the company requires the approval of General Meeting by way of ordinary resolution.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2014 and of the loss of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report.

A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are presented in a separate section forming part of the Annual Report.

Listing

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. The Listing fees for the financial year 2014-15 have been paid to the Bombay Stock Exchange Limited.

Acknowledgment

Your Directors express their appreciation of sincere co-operation and assistance of Sate & Central Govt. authorities, bankers, customers and suppliers as well as all of the Company''s employees & Shareholders of the Company.

By Order of the Board USG Tech Solutions Limited

Sd/- Sd/-

Noida, 29th August, 2014 Satish Kumar Gupta Servesh Gupta Director Director

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Mar 31, 2013

Dear Members,

The Directors are delighted to present the 14th Annual Report on the business and operations for the Financial Year ended 31st March, 2013:

Financial & Operational Highlights :

(Rs. In Lacs)

PARTICULARS Year ended Year ended 31st March, 2013 31st March, 2012

Income 644.88 2029.57

Expenditure 640.02 1983.03

Profit Before Tax 4.86 46.54

Provision For Tax 0.72 13.69

Profit Before Deferred Tax 4.14 32.85

Provision For Deferred Tax 0.78 6.07

Net Profit After Taxation 3.36 26.78

Equity Share Capital

(F.V Rs.10 each) 339.64 305.00

Reserve & Surplus 194.67 191.68

Basic Earning per Share 0.01 0.09

Year in Retrospect

During the year under review, the Company''s Gross turnover reduced marginally from 2029.57 Lacs previous year to 644.88 Lacs current year. The Current years working resulted into a profit of Rs 3.36 Lacs as compared to Rs 26.78 Lacs in the immediately preceding previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc.

The Board of Directors in their meeting held on 1st April, 2013 allotted 54,50,000 fully paid Equity Shares of Rs 10/ - (Rupees Te n only) each to various strategic investors on the conversion of Warrants, also allotted 34,63,410 fully paid equity shares to M/s RIS Group Ltd, by way of preferential allotment at their meeting held on 20th November, 2012.

Dividend

In order to strengthen the fundamentals of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board has not recommended any dividend for the year under review.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A & 58AA of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: During the year under review, the Company has undertaken Offshore activities for software customization.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Anil Kumar Gupta & Mr. Umesh Sharma, Directors of the Company, retires by rotation and being eligible, seeks re- appointment.

Brief details of the Directors seeking appointment/re-appointment as stipulated under Clause 49 of the Listing Agreement with the stock exchange is enclosed with the Notice.

During the year under review Mr Prem Gupta, Managing Director of the Company has resigned from the Board w.e.f. 6th May, 2013

Auditors

M/s PVR-N & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report.

A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are presented in a separate section forming part of the Annual Report.

Listing

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. The Listing fees for the financial year 2013-14 have been paid to the Bombay Stock Exchange Limited.

Acknowledgment

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.



By Order of the Board

USG Tech Solutions Limited



Sd/- Sd/-

Noida, 27th August, 2013 Satish Kumar Gupta Servesh Gupta

Director Director

---

Mar 31, 2012

The Directors are delighted to present the Thirteen Annual Report on the business and operations for the Financial Year ended 31st March, 2012:

Financial & Operational Highlights: (Rs. In Lacs)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Income 2029.57 2408.96

Expenditure 1983.03 2342.17

Profit Before Tax 46.54 66.80

Provision For Tax 13.69 25.42

Profit Before Deferred Tax 32.85 41.38

Provision For Deferred Tax 6.07 (4.77)

Net Profit After Taxation 26.78 46.15

Equity Share Capital 305.00 975.39 (F.V Rs. 10 each)

Reserve & Surplus 191.68 164.89

Basic Earning per Share 0.09 0.47

During the year under review, the Company’s Gross turnover reduced marginally from 2408.96 Lacs previous year to 2029.59 Lacs current year. The main reason for fall in turnover is devotion of Company’s all resources toward development software which resulted into drop in turnover. The Current years working resulted into a profit of Rs. 26.78 Lacs has compared to Rs. 46.15 Lacs in the immediately preceding previous year. However, your Directors are hopeful that in the coming years, the Company will definitely perform up to the mark and retain the stakeholders' value.

Change in Name of the Company

During the period under review US Group had promoted the expansion programme of the Company and therefore the name of the Company has been changed USG Tech Solutions Limited w.e.f 17th August, 2011 to gain the brand image of USG.

Change in Control over the Management

During the period under review, pursuant to the provisions of Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Change in control of the Management and affairs of your company was absolutely transferred to Mr. Satish Kumar Gupta and Mr. Servesh Gupta.

Change in Capital Structure

The Authorised Capital of the Company was increased form 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 43,00,00,000/- (Rupees Fourty Three Crores only) divided into 4,30,00,000 (Four Crores Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to accommodate the Further Issue of Convertible Warrants/Resultant Equity Shares of 3,19,50,000 (Three Crores and Ninteen Lakh Fifty thousand) vide Resolution passed through 12th Annual General Meeting dated 8th August, 2011.

The Board of Directors in their meeting held on 4th February, 2012 allotted 1,98,50,000 fully paid Equity Shares of Rs. 10/- (Rupees Ten only) each to various strategic investors on the conversion of Warrants.

Shifting of Registered Office:

The registered office is shifted from I-405, 4th Floor, Divyashakti Apartment, Ameerpet, Hyderabad - 500016 to H.No. 1/95/1/5- 6 2nd Floor Guttala Begumpet near Kavuri Hills Phase 2 Madhapur Hyderabad - 500081 w.e.f 14th August, 2012.

Dividend:

In order to strengthen the fundamentals of the Company , your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board has not recommended any dividend for the year under review.

Public Deposits:

The Company has not invited/accepted any public deposits under section 58A & 58AA of the Companies Act, 1956 during the year ended on 31st March, 2012.

Directors:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. UmeshBhat & Mr.

Satish Kumar Gupta Directors of the Company, retires by rotation and being eligible, seeks re-appointment.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Anil Kumar Gupta, Mr. Umesh Sharma and Mr. Vickram Jaidka were appointed as Additional Director of the Company w.e.f. 11th November, 2011, 9th July, 2012, 14th August, 2012 respectively and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notices in writing proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956.

Brief details of the Directors seeking appointment/re-appointment as stipulated under Clauses 49 of the Listing Agreement with the stock exchange is enclosed with the Notice.

Disclosure under Section 217(1) (d) of the Companies act, 1956:

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report.

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

The particulars as required under Section 217(1)(e) of the Act read with Companies'(Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further there was no Foreign Exchange earnings but incurred expenses of AUS Dollar 3550 equivalent to Rs. 1,92,911 towards foreign trip of staff for training program in Australia during the Financial Year 2011-2012.

Particulars of Employees:

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 as amended by Companies ( Particulars of Employees ) Rules, 2011 and hence no particulars are required to be disclosed in this Report.

Directors' Responsibility Statement:

In the terms of provision of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures wherever applicable;

b. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012, and of the Profits of the Company for the year ended on that date;

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

d. We have prepared the annual accounts on a 'going concern' basis.

Statutory Auditors:

M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuring Annual General Meeting and being eligible, offers themselves for reappointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

Auditors' Report:

The comments made by the Statutory Auditors in the Auditors' Report together with the Notes on Accounts are self-explanatory and hence, do not require any further explanation/clarification.

Corporate Governance:

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report.

A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are presented in a separate section forming part of the Annual Report.

Listing:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. The Listing fees for the financial year 2012-13 have been paid to the Bombay Stock Exchange Limited.

Listing of Equity Shares on BSE

The BSE vide Notice dated 13th December, 2011 granted final listing and trading approval for Reissue of 8,96,882 Equity Shares of Rs. 10/- each, which were earlier forfeited by the company due to non-payment of allotment/call monies to Mr. Servesh Gupta Promoter Director of the Company.

The BSE vide Notice dated 23rd May, 2012 granted final listing and trading approval for 1,98,50,000 equity shares of Rs. 10/- each issued at par bearing distinctive numbers 10650801 to 30500800 allotted to Other than Promoter on Preferential Basis on conversion of equal no. of Convertible Warrants.

Acknowledgement:

The Board records its appreciation for the continued support and co-operation received from all its associates, the shareholders, customers, suppliers, banks and Government Departments. The Board of Directors recognized and placed on records their gratitude and appreciation for the commitment displayed by the employees at all levels of the Company.

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report.

By Order of the Board USG Tech Solutions Limited

Sd/- Servesh Gupta Chairman

Noida, 22nd August, 2012

---

Mar 31, 2011

Dear Members,

The Directors are delighted to present the Twelfth Annual Report on the business and operations for the Financial Year ended 31 st March, 2011:

FINANCIAL & OPERATIONAL HIGHLIGHTS:

(Rs. In Lacs)

PARTICULARS Year ended Year ended 31st March 31st March 2011 2010

Income 2408.96 2341.75

Expenditure 2342.17 2290.86

Profit Before Tax 66.80 50.89

Provision For Tax 25.42 22.38

Profit Before Deferred Tax 41.38 28.51

Provision For Deferred Tax (4.77) (9.04)

Net Prof it After Taxation 46.15 37.55

Equity Share Capital (F.V Rs.10 each) 975.39 975.39

Reserve & Surplus 164.89 118.74

Earning per Share 0.47 0.38

During the year under review, the Company's turnover was Rs 2408.96 Lacs and has posted a profit of Rs 46.15 Lacs as compared to Rs.2341.75 Lacs and Rs. Rs. 37.55 Lacs respectively in previous year. However, your Directors are hopeful that in the coming years, the Company will definitely perform up to the mark and retain the stakeholders' value.

Dividend:

In order to strengthen the fundamentals of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review.

Public Deposits:

The Company has not invited/accepted any public deposits under section 58A & 58AA of the Companies Act, 1956 during the year ended on 31st March, 2011.

Directors:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. D. Uday Kiran, Director of the Company, retires by rotation and being eligible, seeks re-appointment.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Satish Kumar Gupta, Mr. Servesh Gupta. Mr. Kuldip Singh Bajwa were appointed as Additional Directors of the Company w.e.f. 04th July, 2011 and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notices in writing proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956.Your Directors' recommend their appointment.

Brief details of the Directors seeking appointment/re- appointment as stipulated under Clauses 49 of the Listing Agreement with the stock exchange is enclosed with the Notice.

Disclosure under Section 217(1) (d) of the Companies Act, 1956:

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report.

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

The particulars as required under Section 217(1)(e) of the Act read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further there was no Foreign Exchange earnings and outgo during the Financial Year 2010-2011.

Particulars of Employees:

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)

Rules, 1975and hence no particulars are required to be disclosed in this Report.

Directors' Responsibility Statement:

In the terms of provision of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures wherever applicable;

b. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011, and of the Profits of the Company for the year ended on that date;

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

d. We have prepared the annual accounts on a 'going concern' basis.

Auditors:

M/s Venkata Srinivas & Associates, Chartered Accountant, Auditors of the Company shall hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. However, the retiring Auditor has given a notice in writing expressing his unwillingness for reappointment. Therefore the Board of Directors recommends the appointment of M/s PVR - N & Co., Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the Conclusion of the next General Meeting on such remuneration as may be fixed by the Board of Directors of the Company.

A declaration has also been received from M/s PVR - N & Co., Chartered Accountants, to the effect that their appointment if made, would be within the prescribed under Section 224(1-B) of the Companies Act, 1956.

Auditors' Report:

The comments made by the Statutory Auditors in the Auditors' Report together with the Notes on Accounts are self-explanatory and hence, do not require any further explanation/clarification.

Corporate Governance:

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report.

A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Change in Capital Structure:

The Authorized Share Capital of the Company was Increased from Rs. 10,66,00,000/- (Rupees Ten Crores and Sixty Six Lakh only) divided into 1,06,60,000 (One Crores Six Lakh Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.10/- (Rupees Ten only) each to accommodate the Further Issue of Convertible Warrants/Resultant Equity Shares of Rs. 1,75,00, 000 (One Crores and Seven Five Lakhs Only) vide Resolution passed through Postal Ballot on 29th March, 2011. As per the requirements of the SEBI (ICDR) Regulations, 2009 average of the weekly high and low of the closing prices of the related equity shares quoted on the recognised stock exchange during the six months preceding the relevant date was not available to determine the issue price. Hence, the In-principle Approval application was withdrawn for the issue of Convertible Warrants of 1,75,00,000.

Listing:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. These shares were not traded during the year at the said Stock Exchange(s). The Suspension in trading of Equity Shares of the Company revoked w.e.f. April 7, 2011 vide BSE Notice dated 1st April, 2011. The trading in the securities of the company was resumed in "T" group, but the same was shifted to "B" group w.e.f. 26th April, 2011 vide BSE Notice dated 8th April, 2011.

Listing of Equity Shares on BSE

The BSE granted final listing and trading approval for 6,00,000 Equity Shares issued at par bearing distinctive numbers 10050801 to 10650800 to M/s Sibar Software Services (India) Limited, for consideration other than cash on preferential basis vide Notice dated 21 st June, 2011.

Re-issue of Forfeited Equity Shares:

The Board of Directors in their meeting held on 17th January, 2006, accorded their approval for forfeiture of 8,96,882 (Eight Lakhs Ninety Six Thousands Eight Hundred and Eighty Two) Equity Shares of the Company. Pursuant to Clause 23 (a) of the Listing Agreement, the approvals of Shareholders was accorded vide Postal Ballot en 29th March, 2011 for Re-issue of the said Shares to Mrs. Anita Gupta and M/s Kokila Exports Pvt. Ltd.

The allotment of share capital was not made within 15 days of passing of the said resolution and hence, the resolution lapsed. Therefore, the approval for Re-issue of Forfeited Shares, is again placed before the Members for approval.

Acknowledgement:

The Board records its appreciation for the continued support and co-operation received from all its associates, the shareholders, customers, suppliers, banks and Government Departments. The Board of Directors recognized and placed on records their gratitude and appreciation for the commitment displayed by the employees at all levels of the Company .

By Order of the Board V & K Softech Limited

Sd/- Prem Gupta Chairman Hyderabad, 11th July,2011

---

Mar 31, 2010

The Directors are delighted to present the Eleventh Annual Report on the business and operations for the year ended 31st March, 2010

FINANCIAL & OPERATIONAL HIGHLIGHTS:

(Rs. In Lacs)

PARTICULARS Year ended Year ended

31st March 31st March 2010 2009

Income 2341.75 2458.54

Expenditure 2290.86 2416.06

Profit Before Tax 50.89 42.48

Provision For Tax 22.38 17 99

Profit Before Deferred Tax 28.51 24.49

Provision For Deferred Tax (9.04) (4.41)

Net Profit After Taxation 37.55 28 90

Equity Share Capital

(F.VRs.10each) 975.39 975 39

Reserve & Surplus 118.74 81.19

Earning per Share 0.38 0.30

During the year under review, the Companys turnover was Rs 2341.75 Lacs and has posted a profit of Rs. 37.55 Lacs as compared to Rs. 2458.54 Lacs and Rs. Rs.28.90 Lacs respectively in previous year. Despite the current recession in IT and Software Projects Development sector, your Directors are hopeful that in the coming years, the Company will definitely perform up to the mark and retain the stakeholders value.

DIVIDEND

In order to strengthen the fundamentals of the Company , your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review.

CORPORATE GOVERNANCE

The Company is committed to adopt the best practices in Corporate Governance, which is guided by the principles of conducting the business in a responsible, transparent and ethical manner so as to protect the interest of all stakeholders. As per Clause 49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report. A certificate from Statutory Auditors with regard to the compliance of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is also annexed to this Report.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 and Section 45-l(bb) of the Reserve Bank of India Act, 1934 during the year under review.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations. The Company contemplates to take advantage of the latest developments and advancements in the Industry. However, no technology/know how was purchased by the Company during the year. There was no foreign exchange earnings and outgo during the year under review.

DIRECTORS

Mr. D. Uday Kiran, stepped down from the post of Managing Director w.e.f. 01-06-2010 and continues to be Non-Executive Director on the Board. Mr. Prem Gupta was appointed as Managing Director of the Company in the Board meeting held on 30th July, 2010, subject to approval of the Members in the ensuing Annual General Meeting. In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rajesh Kumar Gupta, Director of the Company, retires by rotation and being eligible, seeks re-appointment.

Brief details of the Directors seeking appointment/ re-appointment as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as annexure to Directors Report.

AUDITORS

M/s. Venkata Srinivas & Associates, Chartered Accountants, Statutory Auditors of the Company shall

hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received declaration under Section 224(1 B) of the Companies Act. 1956, regarding their eligibility for the proposed re-appointment. Your Directors recommend their re-appointment.

AUDITORS REPORT

The comments made by the Statutory Auditors in the Auditors Report together with the Notes on Accounts are self-explanatory and hence, do not require any further explanation/clarification.

PARTICULARS OF EMPLOYEES

None of the Companys employees is in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence, no particulars are required to be disclosed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and as per the information and explanations furnished to them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of profits for the year ended on that date.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the Directors had prepared the Annual Accounts for the year ended March 31,2010 on a going concern basis.

FORFEITURE/RE-ISSUE OF SHARES

The Board of Directors of your Company in their meeting held on 17th January, 2006, had forfeited 8,96,882 (Eight Lacs Ninety Six Thousand Eight Hundred and Eighty Two Only) Equity Shares, due to non-payment of call money and the same are pending for Re-issue.

IN PRINCIPLE APPROVAL FROM BSE

The Members of the Company accorded their approval in the 10th Annual General Meeting of the Company held on 30th September, 2009 for Reduction of Capital under section 100 to 104 of the Companies Act, 1956, from Rs.975,39,180 i.e. 97,53,918 Equity Shares of Rs. 10/- each to Rs. 9,15,39,180 i.e. 91,53,918 Equity Shares by cancelling the 600000 Equity Shares of Rs. 10/- each, which were allotted to M/s. Sibar Software Services (India) Limited, due to pendency of In - principle approval of the said shares at the Exchange. The BSE granted "In Principle Approval" for listing of 6,00,000 Equity Shares issued at par bearing distinctive numbers 10050801 to 10650800 to M/s Sibar Software Services (India) Limited, for consideration other than cash on preferential basis. Therefore, the approval so granted in the 10thAnnual General Meeting for Reduction of Capital by the Shareholders, has become infructuous. The aforesaid Equity Share Capital shall be listed on Bombay Stock Exchange, after the suspension is being revoked for which necessary steps are being taken.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Association Ltd. These shares were not traded during the year at the said Stock Exchange(s). The Trading of Equity Shares has been suspended by the BSE. The Company has made an application for revocation of trading to the BSE and regular follow up is being done for the same. Your Directors hope that the trading of the Companys shares will soon be revoked by the esteemed bourse BSE.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co-operation received from all its associates, the shareholders, customers, suppliers, banks and Government Departments. The Board of Directors recognized and placed on records their gratitude and appreciation for the commitment displayed by the employees at all levels of the Company.

By Order of the Board

V & K Softech Limited

Sd/-

Chairman

Hyderabad, 3rd September, 2010