A. We have audited the accompanying Standalone Financial Statements of USG TECH SOLUTIONS LIMITED
(“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash
Flows for the year ended on that date, and a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as “the Standalone Financial Statements”).
B. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Standalone Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in
the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, the profit and total comprehensive income, changes in equity and its cash flows
for the year ended on that date
2. Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Standalone Financial Statements.
Based on our examination which included test checks. The company has used accounting Software for maintaining
its books of accounts which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software. Further during the course of our audit,
we did not come across any instance of audit trail feature being tempered with.
3. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of
the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the matters described below to be the key audit matters to
be communicated in our report.
Emphasis of Matter
We Draw attention to the following Notes to Financial Statements
- Note 5 of the financial statements, which describes that the Company has not obtained confirmation for its
investment in Listed Equity Shares amounting to ? 78.17 Lakhs and unlisted equity shares amounting to ? 50
Lakhs as at 31.03.2025. The valuation and existence of these investments have been relied upon based on the
management’s representation and available records. Our opinion is not modified in respect of this matter.
- Note 6 of the financial statements, which describes that the Company has not obtained external balance
confirmation for loan & Advances amounting to ? 1098.57 Lakhs as at 31.03.2025. The balance has been relied
upon based on the management's representation and the records maintained by the Company. Our opinion is not
modified in respect of this matter.
- Note 7 of the financial statements, which states that the Company has not obtained external balance confirmations
for certain non-current financial assets amounting to ? 589.62 lakhs as at 31.03.2025. The management has
confirmed that the balances have been verified internally and are considered accurate based on the books of
account and other supporting documentation. Our opinion is not modified in respect of this matter.
- Note 9 of the financial statements, which describes that trade receivables amounting to ? 685.73 Lakhs have been
outstanding for more than Five years as at 31.03.2025, and no external balance confirmations have been obtained
for these receivables. The management has represented that these balances are recoverable and have been
appropriately accounted for. Our opinion is not modified in respect of this matter.
- Note 15 of the financial statements, which describes the fact that the Company has an outstanding unsecured loan
from IKF Technology Ltd., which is currently undergoing insolvency proceedings under the Insolvency and
Bankruptcy Code, 2016. While the management has represented that there has been no demand for immediate
repayment and the terms of the loan remain unchanged as of the balance sheet date, the outcome of the insolvency
process (e.g., possibility of early recall, assignment of debt, or recovery proceedings) may have an impact on the
future settlement of the said loan. Our opinion is not modified in respect of this matter.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
4.
A. The Company’s Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and
Shareholder’s Information, but does not include the Standalone Financial Statements and our auditor’s report
thereon. Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon
B. In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone Financial
Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this regard.
5. Management’s Responsibility for the Standalone Financial Statements
A. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position,
financial performance, total comprehensive income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also
includes 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 frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
B. In preparing the Standalone Financial Statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
6. Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
A. Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.
B. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
i) Identify and assess the risks of material misstatement of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ii) Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial controls
with reference to financial statements in place and the operating effectiveness of such controls
iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management
iv) Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern
v) Evaluate the overall presentation, structure and content of the Standalone Financial Statements,
including the disclosures, and whether the Standalone Financial Statements represent the underlying
transactions and events in a manner that achieves fair presentation
C. Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone
Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in
i) planning the scope of our audit work and in evaluating the results of our work; and
ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.
D. We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
E. We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
F. From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the Standalone Financial Statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
II. Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
A. We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit
B. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
C. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant
books of account
D. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014
E. On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.
F. With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial
controls with reference to financial statements.
G. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
H. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014 as amended in our opinion and to the best of our information and
according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its financial position in its Standalone
Financial Statements.
ii) The Company has made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms
of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the
Order.
For M J R A AND ASSOCIATES
Chartered Accountants
FRN: 013850N
Sd/-
(C.A. MUKESH KUMAR GROVER)
Place: Delhi Partner
Date:27.05.2025 Membership Number :093304
UDIN: 25093304BMKPT05238
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