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

1. FINANCIAL RESULTS

The Summarized Standalone & Consolidated financial results of the Company for the year under review are as
below:

*Previous year's figures have been regrouped / rearranged wherever necessary.

2. OPERATIONS OF THE COMPANY

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

3. CHANGE IN NATURE OF BUSINESS

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

• Emerging Technologies & Digital Innovation:

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

• Green Technology & Sustainable Development:

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

4. DIVIDEND

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

5. AMOUNT TRANSFERRED TO RESERVE

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

6. CHANGES IN SHARE CAPITAL

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

7. CONSOLIDATED FINANCIAL REPORTS

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

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transaction entered into during the financial year were on 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 companies with related parties referred to in
sub-section (1) of section 188 of the companies Act, 2013 are attached herewith in Annexure I in Form No.
AOC-2.

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

13. BOARD OF DIRECTORS:

(A) Composition

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

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

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

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

*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-woman director and 60% percent of the Board of Directors comprising non¬
executive independent directors. The Chairman of the Company is an Executive Director.

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

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

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

14. NUMBER OF MEETING OF BOARD OF DIRECTORS

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

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

15. AUDIT COMMITTEE

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

16. STAKEHOLDER RELATIONSHIP COMMITTEE

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTORS

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

B. KEY MANAGERIAL PERSONNEL

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

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

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

2. On the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Rolly
Tiwari as Company Secretary and Compliance Officer w. e. f. May 27, 2025.

3. Mr. Manish Kumar resigned from the post of chief financial officer of the company with effect from July 31,
2025.

4. Mr. Aadarsh Aggarwal has been appointed as the chief financial officer of the Company with effect from
August 14, 2025.

18. DECLARATION OF INDEPENDENT DIRECTORS

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

19. DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms the
following:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

b. Appropriate accounting policies have been selected and applied consistently and have made judgments and
estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit and loss of the Company for the year ended March 31, 2025.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

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

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

20. SECRETARIAL STANDARDS OF ICSI

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

21. BOARD EVALUATION

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

In line with effective governance requirements, the Board reviews its own performance annually using a 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: Ms. Shikha, Chairperson, Ms. Nirmal Garg, Member and Mr.
Venu Gopal Reddy, Member. The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed and adopted the policy for selection and appointment of Directors, senior management and
their Remuneration Policy is stated in the Corporate Governance Report which forms part of this Report. The
policy lays down criteria for selection of directors and senior management such as expertise, experience and
integrity of the directors, independent nature of the Directors, personal and professional standing, and diversity
of the Board etc.

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

23. STATUTORY AUDITORS

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

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

24. AUDITORS REPORT

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

25. DETAILS OF FRAUD REPORTED BY AUDITORS

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

26. SECRETARIAL AUDITORS

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

27. COST AUDITOR

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

28. DISCLOSURE OF MAINTAINANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION
148 OF THE COMPANIES ACT 2013

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

29. INTERNAL AUDITOR

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

30. INTERNAL FINANCIAL CONTROL

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

31. DEPOSIT

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

32. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEE

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

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

34. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

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

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

35. POLICIES

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

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

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

37. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

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

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

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

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

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

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

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

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND 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.

39. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

40. PARTICULARS OF EMPLOYEES

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

The ratio of remuneration of each director to the median 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 and
attached as Annexure III.

41. CORPORATE GOVERNANCE REPORT

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

42. ANNUAL RETURN

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

43. AUDIT TRAIL APPLICABILITY- RULE 11 OF THE COMPANIES (AUDIT AND AUDITORS)
RULES 2014

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

44. APPOINTMENT OF DESIGNATED PERSON- RULE 9 OF THE COMPANIES (MANAGEMENT
AND ADMINISTRATION) RULES 2014

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

45. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

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

(A) Conservation of energy:

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

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

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

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

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

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

47. COMPLIANCE WITH THE MATERNITY BENEFIT ACT

The Company affirms its full awareness of and commitment to complying with the provisions of the Maternity
Benefit Act, 1961. Although there are currently no women employees on the Company’s rolls who are eligible
under the Act, appropriate systems and policies have been established to ensure that all statutory benefits—such
as paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible
return-to-work arrangements—are duly extended to eligible women employees as and when applicable.

The Company remains dedicated to fostering an inclusive, supportive, and legally compliant workplace
environment.

48. INFORMATION UNDER REGULATION 34 (3) READ WITH SCHEDULE V OF SECURITIES AND
EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015

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

49. INDEPENDENT DIRECTORS MEETING

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

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

• Review the performance of the Chairman of the Company, taking into account the views of Executive Directors
and Non- Executive Directors.

• Evaluate the quality, quantity and timeliness of flow of information between the Company Management and the
board that is necessary for the Board to effectively and reasonably their duties.

GENERAL BODY MEETINGS: ANNUAL GENERAL MEETINGS

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

A. COMPLIANCE OFFICER

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

E-mail: Secretarial@usgtechsolutions.com or 011-41315203. Complaints or queries relating to the shares can
be forwarded to the Company’s Registrar and Transfer Agents - M/s Bigshare Services Pvt. Ltd. at
info@bi gshareonline.com.

B. MEANS OF COMMUNICATION

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

C. GREEN INITIATIVE IN CORPORATE GOVERNANCE

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

Your company encourages its shareholders to support the “Green Initiatives” by registering their email
addresses with their respective depositories/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:

ii. Financial Calendar (tentative):

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

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

iv. Listing Details:

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

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.

E. RECONCILIATION OF SHARE CAPITAL:

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

F. SHAREHOLDING AS ON 31.03.2025

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

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

ISIN for Dematerialization: INE718B01017
b) Dematerialization of Shares as on 31^st March, 2025

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

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

Address for correspondence:

USG Tech Solutions Limited
Managing Director

Corporate Office: office no 506 507 508 509 Devika Towers
Chander Nagar, Ghaziabad, Uttar Pradesh, India, 201011
Email: -Secretarial@usgtechsolutions.com

50. ACKNOWLEDGEMENT

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

By the order of the Board of Directors
For USG Tech Solutions Limited

Sd/- Sd/-

Ashima Gupta Servesh Gupta

Director Managing Director

DIN: 07795866 DIN:01451093

Date: 14/08/2025
Place: Ghaziabad