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USG Tech Solutions Ltd Audit Report / Information 2026

May 29, 2026

63881_rns_2026-05-29_27d653e2-245f-4317-9eb7-0c1dcf2cb241.pdf

Audit Report / Information

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USG
FUTURISTIC SOLUTIONS
USG Tech Solutions Limited
CIN: L29109TG1999PLC032129

Date: 29.05.2026

To,
The Deputy General Manager
Department of Corporate Services
The Bombay Stock Exchange Limited
P.J. Tower, Dalal Street
Mumbai- 400001

General Manager
Listing Exchange
The Calcutta Stock Exchange Limited
7, Lyons Range
Kolkata – 700001

BSE Scrip Code: 532402
ISIN: INE718B01017

Sub: Outcome of (03/2026-2027) Board Meeting held on Friday May 29th, 2026.

Dear Sir/Ma’am,

In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), we hereby inform that Board of Directors in its meeting held on today i.e. May 29, 2026 at 02:00 P.M. and concluded at 05:30 PM inter alia considered and approved the following: -

  1. Audited Standalone and Consolidated Financial Results, duly reviewed by Audit Committee, along with Limited Review Report and Audit Report for the quarter and year ended 31st March, 2026 (Annexure- I).
  2. Certificate of Non-Applicability of Regulation 32 of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 (Annexure- II)
  3. Declaration pursuant to Regulation 33(3) (d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Annexure- III)
  4. Appointment of M/s Chandni Singla & Associates, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2026-27. (Annexure- IV)
  5. Certificate pursuant to Regulation 33(2) of the SEBI Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended (Annexure -V).
  6. Appointment of Mr. Anshul Gupta as Non-Executive Independent Director (Additional Director category), subject to allotment of Director Identification Number (DIN) and other applicable approvals (Annexure -VI).
  7. Take note of the resignation of Ms. Shikha from the position of Independent Director.
  8. Take note of the resignation of Ms. Manju from the position of Company Secretary and Compliance Officer (Annexure -VII).

404, 4th Floor, My Home Tycoon, Lifestyle Building,
Begumpet, Hyderabad, Telangana-500016
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com

Corporate Office: 506-509, Devika Towers, Chander Nagar, Ghaziabad, Uttar Pradesh, 201011
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com


USG

FUTURISTIC SOLUTIONS

USG Tech Solutions Limited

CIN: L29109TG1999PLC032129

Kindly take the above document on record and acknowledge.

Thanking You.

Yours faithfully,

For USG Tech Solutions Limited

SERVESH

GUPTA

Digitally signed by SERVESH GUPTA

Date: 2026.05.29

17:35:52 +05'30'

Servesh Gupta

Managing Director

DIN: 01451093

Date: 29.05.2026

Place: Delhi

404, 4th Floor, My Home Tycoon, Lifestyle Building, Begumpet, Hyderabad, Telangana-500016

Email id: [email protected]

Telephone number: 011 41315203

Website: www.usgtechsolutions.com

Corporate Office: 506-509, Devika Towers, Chander Nagar, Ghaziabad, Uttar Pradesh, 201011

Email id: [email protected]

Telephone number: 011 41315203

Website: www.usgtechsolutions.com


INDIA

M J R A & Associates

CHARTERED ACCOUNTANTS

(M) +9810331606 Ph.: 22451606, 43028544 • E-mail: [email protected]

• Website: http://www.mjra.co.in

Ref. No. ...

Date...

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF USG TECH SOLUTIONS LIMITED.

I. Report on the Audit of the Standalone Financial Statements

1. Opinion

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, 2026, 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, 2026, 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.

Branch: 102, B-3 Prerna Complex Subhash Chowk, Laxmi Nagar, Delhi -110092

Head Office: 18 Plot No. 2, Pocket P-7, Krishna SAS Ltd. Greater Noida Gautam Budh Nager (U.P.) 201301


  1. 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 31.03.2026. 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 31.03.2026. 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 31.03.2026. 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 31.03.2026, 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, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 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.

  1. 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.

Place: DELHI
Date: 28.05.2026

For M J R A AND ASSOCIATES
Chartered Accountants
FRN: 013850N

Mukesh Kumar Grover
Digitally signed by
Mukesh Kumar Grover
Date: 2026.05.28
18:26:36 +05'30'

(C.A. MUKESH KUMAR GROVER)
Partner
Membership Number: 093304
UDIN: 26093304QUWSXP6510


Annexure “A” to the Independent Auditor’s Report of even date to the members of USG Tech Solutions Limited on the financial statements for the year ended March 31, 2026

Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of subsection 3 of Section 143 of the Act

  1. We have audited the internal financial controls with reference to financial statements of USG Tech Solution Limited (“the Company”) as of March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

  1. The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

  1. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

  2. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

  3. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

  1. A Company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

  1. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper Management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

  1. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

Place : DELHI
Date : 28.05.2026

For M J R A AND ASSOCIATES
Chartered Accountants
FRN : 013850N

Mukesh
Kumar
Grover

Digitally signed by
Mukesh Kumar Grover
Date: 2026.05.28
18:27:11 +05'30'

CA MUKESH KUMAR GROVER
Partner
Membership Number :093304
UDIN: 26093304QUWSXP6510


Referred to in paragraph 14 of the Independent Auditors' Report of even date to the members of USG Tech Solutions Limited on the financial statements as of and for the year ended March 31, 2026

i.

(a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of Property, Plant and Equipment.

(B) The Company is maintaining proper records showing full particulars of Intangible Assets.

(b) The Property, Plant and Equipment are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant and Equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note to the financial statements, are held in the name of the Company.

(d) The Company has chosen cost model for its Property, Plant and Equipment (including Right of Use assets) and intangible assets. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including Right of Use assets) or intangible assets does not arise.

(e) Based on the information and explanations furnished to us, no proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its financial statements does not arise.

ii.

a. Company does not have any inventory; hence this clause is not applicable.

b. Company has not been sanctioned any working capital limits from banks or financial institution on the basis of security of current assets during the financial

iii. The Company has made any investments, granted secured/ unsecured loans/advances in nature of loans, or stood guarantee, or provided security to any parties. Therefore, the reporting under clause 3(iii), (iii)(a), (iii) (b), (iii)(c), (iii)(d), (iii)(e) and (iii)(f) of the Order are applicable to the Company.

Name of the parties Nature Aggregate amount during the year Balance outstanding as 31.03.2026
Niskarsh Properties Pvt Limited Investment NIL 1,00,000.00
Retail Information systems Pty Ltd Investment NIL 5,23,61,873.00
Mukesh Commercial Pvt Limited Investment NIL 50,00,000.00

iv. The Company has granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 185 and 186. Therefore, the reporting under clause 3(iv) of the Order are applicable to the Company.

Name of the Parties Nature Aggregate amount during the year Balance outstanding as 31.03.2026
Victory Infra Project Pvt. Ltd. Loans & Advances NIL 86,844.00
Niskarsh Properties Pvt Limited Loans & Advances Nil 3,01,19,000.00
Zeal Appartments LLP Loans & Advances NIL 8,82,34,000.00
Sunil Finvest Private Limited Loans & Advances NIL 35,00,000.00

Abhishek Loans & Advances NIL 5,00,000.00
AS Compusoft Services Pvt. Ltd Loans & Advances NIL 57,50,000.00
Aseem Gupta Loans & Advances NIL 3,00,000.00
Ashok Kumar Jain Loans & Advances NIL 6,00,000.00
JLB Finvest Pvt. Ltd. Loans & Advances NIL 46,00,000.00
Kiran Securities Pvt. Ltd. Loans & Advances NIL 28,10,494.00
Lakshya India Loans & Advances NIL 6,00,000.00
Mittal Medicos (P) Ltd Loans & Advances NIL 20,00,000.00
Mr. Suraj Garg Loans & Advances NIL 10,00,000.00
Paras Aluminium Pvt. Ltd. Loans & Advances NIL 18,00,000.00
Purvi Pratap Udeshi Loans & Advances NIL 9,00,000.00
RA Compusoft Pvt. Ltd.- Sec Dep for Software Development Loans & Advances NIL 3,79,00,000.00
Rajan Manocha Loans & Advances NIL 10,00,000.00
Ras Developments Pvt. Ltd. Advance Account Loans & Advances NIL 4,65,09,989.00

v. The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii.

a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax, provident fund, professional tax, employees' state insurance and goods and services tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including sales tax, service tax, duty of customs, duty of excise, value added tax, cess, and other material statutory dues, as applicable, with the appropriate authorities.

b. According to the information and explanations given to us and the records of the Company examined by us, the particulars of statutory dues referred to in sub-clause (a) as at March 31, 2026 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount disputed (in lakhs) Amount Deposited (in lakhs) Period to which the amount relates Forum where the dispute is pending
MINISTRY OF FINANCE INCOME TAX DEPARTMENT Tax Demand 47.47 Nil A.Y. 2013-14 COMMISSIONER OF INCOME TAX (APPEAL) NFAC NEW DELHI,
MINISTRY OF FINANCE INCOME TAX DEPARTMENT Tax Demand 21.06 Nil A.Y. 2017 -I8 The Assessing Officer Ward 17(3) Hyderabad

viii. According to the information and explanations given to us and the records of the Company examined by us, there are no transactions in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.


ix.

a. The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender; hence this clause is not applicable.

b. The company has not declared wilful defaulter by any bank or financial institution or other lender, hence this clause is not applicable.

c. The company has not obtained any term loan; hence this clause is not applicable.

d. The company has not raised any short term fund; hence this clause is not applicable.

e. The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures; hence this clause is not applicable.

f. The company has not raised company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies; hence this clause is not applicable.

x.

(a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally convertible debentures during the year. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the Company.

xi.

(a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, and as represented to us by the Management, no whistle-blower complaints have been received during the year by the Company. Accordingly, the reporting under clause 3(xi)(c) of the Order is not applicable to the Company.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

xiv.

(a) In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The reports of the Internal Auditor for the period under audit have been considered by us.


xv. The Company has not entered into any non-cash transactions with its Directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.

a. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

b. The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

c. The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

d. Based on the information and explanations provided by the Management of the Company, the Group has 6 CICs as part of the Group as detailed in note 54 to the financial statements. We have not, however, separately evaluated whether the information provided by the Management is accurate and complete.

xvi. The Company has incurred cash losses of Rs. 16.50 Lakhs in the financial year and of Rs. 46.29 Lakhs in the immediately preceding financial year.

xvii. There has been no resignation of the Statutory Auditors during the year.

xviii. On the basis of the financial ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and Management plans, in our opinion and according to the information and explanations given to us, a material uncertainty exists as on the date of the audit report that the Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. Also refer paragraph 4 of our audit report on the financial statements.

xix. The provisions relating to Corporate Social Responsibility under Section 135 of the Act are not applicable to the Company. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

xx. The reporting under clause 3(xxi) of the Order is applicable to the Company as it have subsidiaries, joint ventures or associate companies and the Company prepare Consolidated Financial Statements.

xxi. There has been no any qualifications or adverse remarks by the respective auditors in the Companies (Auditor's Report) Order (CARO) reports of the companies included in the consolidated financial statements.

For M J R A AND ASSOCIATES
Chartered Accountants
FRN: 013850N

Mukesh
Digitally signed by
Mukesh Kumar Grover
Date: 2024.05.28
18:26:01 +05'30'

Kumar Grover

( C.A. MUKESH KUMAR GROVER )
Partner
Membership Number: 093304
UDIN: 26093304QUWSXP6510

Place: DELHI
Date: 28.05.2026


INDIA

M J R A & Associates

CHARTERED ACCOUNTANTS

(M) +9810331606 Ph.: 22451606, 43028544 • E-mail: [email protected]

• Website: http://www.mjra.co.in

Ref. No. ...
Date ...

INDEPENDENT AUDITOR'S REPORT

To the Members of USG TECH SOLUTIONS LIMITED.

Report on the Audit of the Consolidated Financial Statements

1. Opinion

A. We have audited the Consolidated Financial Statements of USG TECH SOLUTIONS LIMITED ("the Company"), which comprise the balance sheet as at 31st March 2026, and the statement of profit and loss, (statement of changes in equity) and statement of cash flows for the year then ended, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information [hereinafter referred to as "the Financial Statements"].

B. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit/ loss, (changes in equity) and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the 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 together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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.

Branch: 102, B-3 Prerna Complex Subhash Chowk, Laxmi Nagar, Delhi -110092

Head Office: 18 Plot No. 2, Pocket P-7, Krishna SAS Ltd. Greater Noida Gautam Budh Nager (U.P.) 201301


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 31.03.2026. 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 ₹ 1498.57 Lakhs as at 31.03.2026. 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 ₹ 1171.19 lakhs as at 31.03.2026. 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 10 of the financial statements, which describes that trade receivables amounting to ₹ 678.16 Lakhs have been outstanding for more than Five years as at 31.03.2026, 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 16 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.

4. Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the [information included in the X report, but does not include the Financial Statements and our auditor's report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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 Financial Statements or our knowledge obtained in the 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.


  1. Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

  1. Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a. Identify and assess the risks of material misstatement of the 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.

b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

d. 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 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.

e. Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 Financial Statements.

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.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.

7. Report on Other Legal and Regulatory Requirements

  1. As required by Section 143(3) of the Act, 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 [and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.]
(c) [The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.]
(d) The Balance Sheet, the Statement of Profit and Loss, (the Statement of Changes in Equity) and the Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from the branches not visited by us].


(e) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the directors as on 31st March, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164(2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For M J R A AND ASSOCIATES
Chartered Accountants
FRN: 013850N

Mukesh Kumar Grover
Digitally signed by
Mukesh Kumar Grover
Date: 2026.05.28
18:24:57 +05'30'

(C.A. MUKESH KUMAR GROVER)
Partner
Membership Number: 093304
UDIN: 26093304UYLVGY4036
Place: DELHI
Date: 28.05.2026


USG Tech Solutions Limited

CIN:L72200TG1999PLC032129

Regd Office :- H.NO:9/HIG-A&10/HIG, Vasista Bhavan, 4th Floor, APHB Colony, Indira Nagar, Gachibowli Hyderabad , Telangana 500032

Corporate Office :- office no 506 507 508 509 Devika Towers Chander Nagar, Chander Nagar, Ghaziabad, Ghaziabad, Uttar Pradesh, India, 201011

Website: www.usgtechsolutions.com, Email Id: Secretarial @usgtechsolutions.com Tel: +91 11 4131 5203

Balance Sheet as at 31st March, 2026

(Rs.in Lakhs)

Particulars Note no. 31st March, 2026 31st March, 2025
I. ASSETS
Non-current assets
Property, plant and equipment 3(a) 1.67 2.04
Intangible assets under development 3(b) 166.61 166.61
Biological assets other than bearer plants - -
Investment accounted for using equity method
Non -current financial assets
Non-current investment 5 652.79 652.79
Trade receivable,non-current 9 685.73 685.73
Loans,non-current 6 1,098.57 1,098.57
Other non-current financial assets 7 1,471.99 1,472.08
Non -current assets
Other non-current assets 8 27.69 27.64
4,105.06 4,105.47
Current assets
Inventories
Current Financial assets
Current investments
Trade and other receivables 9 - -
Cash and cash equivalents 10 2.44 1.64
Bank Balance other than cash and cash equivalents 11 1.58 1.49
Other Current Assets 12 - 0.09
4.03 3.21
Total Assets 4,109.08 4,108.68
II. EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 13 3,941.42 3,941.42
(b) Other equity 14 (211.85) (194.98)
3,729.57 3,746.45
Liabilities
Non-current liabilities
Non-current financial liabilities
Borrowings, non-current 15 351.34 337.34
Deferred tax liability (net) 16 3.44 3.44
354.77 340.78
Current liabilities
Current financial Liabilities
Borrowings, current - -
Trade payables, current - -
Other current financial liabilities 17 24.72 21.36
Other current liabilities
Provision, current
Current liabilities 18 0.02 0.10
Deferred government grants,current 24.74 21.46
Liabilities directly associated with assets in disposal group classified as held for sale - -
Regulatory deferral account credit balances and related deferred tax liabilities - -
Total Equity and Liabilities 4,109.08 4,108.68

Date: 29.05.2026

Place: New Delhi

Servesh Gupta

Managing Director

DIN: 01451093

SERVESH GUPTA

Digitally signed by

SERVESH GUPTA

Date: 2026.05.29

17:34:17 +05'30'


USG Tech Solutions Limited

CIN:L72200TG1999PLC032129

Regd Office :- H.NO:9/HIG-A&10/HIG, Vasista Bhavan, 4th Floor, APHB Colony, Indira Nagar, Gachibowli Hyderabad Telangana 500032

Corporate Office :- 10 C, Under Hills Road, Civil Lines Delhi 110054

Website: www.usgtechsolutions.com, Email Id: Secretarial @usgtechsolutions.com Tel: +91 11 4131 5203

Cash Flow Statements for the year Ended 31 March 2026
(Rs.in Lakhs)

Particulars 3/31/2026 3/31/2025
A CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax as per Profit and Loss Account (16.87) (46.75)
Adjustments for :-
Finance cost - -
Interest Income (0.10) (0.10)
Other Non-operating Receipts (0.49) (0.44)
Depreciation and Amortization Expenses 0.37 0.46
Share of Loss of Zeal Appartment - (0.11)
(0.22) (0.20)
Operating Profit before Working Capital Changes (17.09) (46.95)
Adjustment for :-
Increase / Decrease in Other Current Assets 0.09 (0.02)
Increase in Short Financial Liabilities 3.36 6.23
Increase / Decrease in Short Current Liabilities (0.08) 0.08
3.37 6.29
Cash Generated from Operations (13.72) (40.66)
Adjustment for :-
Provision for Income Tax - -
Provision for Deferred Tax Liabilities - -
Net Cash Generated from Operating Activities (13.72) (40.66)
B CASH FLOW FROM INVESTING ACTIVITIES
Purchases of Non-current Investment - -
Movement in Loans & Advances and other Assets 0.11 0.11
Net Cash Received from Investing Activities 0.11 0.11
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long Term Borrowings 13.99 40.00
Interest Income 0.10 0.10
Other Non-operating Receipts 0.49 0.44
Net Cash Received from Financing Activities 14.58 40.54
D Net Increase/Decrease in Cash and Cash Equivalent 0.97 (0.00)
Add : Opening Balance of Cash and Cash Equivalent 1.62 1.62
Closing Balance of Cash and Equivalent Cash 2.60 1.62

Da: 29.05.2026

Place: New Delhi

Servesh Gupta

Managing Director

DIN: 01451093

SERVESH GUPTA
Digitally signed by SERVESH GUPTA
Date: 2026.05.29
17:31:10 +05'30'


USG TECH SOLUTIONS LIMITED
CIN:L72200TG1999PLC032129
Regd Office :- H.NO:9/HIG-A&10/HIG, Vasista Bhavan, 4th Floor, APHB Colony, Indira Nagar, Gachibowli Hyderabad , Telangana 500032
Corporate Office :- office no 506 507 508 509 Devika Towers Chander Nagar, Chander Nagar, Ghaziabad, Ghaziabad, Uttar Pradesh, India, 201011
Website: www.usgtechsolutions.com, Email Id: Secretarial @usgtechsolutions.com Tel: +91 11 4131 5203
AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH 2026

PART I
(In Lakhs)

Particulars Standalone
3 Months Ended Year ended
31.03.2026 31.12.2025 31.03.2025 31.03.2026 31.03.2025
i Revenue from Operations 0.00 0.00 0.00 0.00 0.00
II Other Income from Operations 0.32 0.05 0.42 0.59 0.80
III Total income from Operations (I+II) 0.32 0.05 0.19 0.59 0.80
IV Expenditures
Cost of Materials consumed 0.00 0.00 0.00 0.00 0.00
Purchase of Stock in trade 0.00 0.00 0.00 0.00 0.00
Changes in inventories of Finished goods, stock-in-trade and work in progress 0.00 0.00 0.00 0.00 0.00
Employees benefits expense -1.47 0.50 2.78 4.34 10.33
Finance Costs 0.00 0.00 0.00 0.00 0.00
Depreciation and amortisation expenses 0.09 0.09 0.11 0.37 0.46
Other expenses 4.83 1.60 2.23 12.75 36.76
Total Expenditures (IV) 3.45 2.20 5.13 17.46 47.55
V Profit/(loss) before exceptional items and tax (III-IV) -3.13 -2.14 -4.94 -16.87 -46.75
VI Exceptional items 0.00 0.00 0.00 0.00 0.00
VII Profit/(loss) before tax (V-VI) -3.13 -2.14 -4.94 -16.87 -46.75
VIII Tax Expenses: 0.00 0.00 0.00 0.00 0.00
(1) Current Tax 0.00 0.00 0.00 0.00 0.00
(2) Deferred Tax 0.00 0.00 0.00 0.00 0.00
IX Profit / (Loss) / for the period from continuing operations -3.13 -2.14 -4.94 -16.87 -46.75
X Profit/(Loss) from discontinued operations 0.00 0.00 0.00 0.00 0.00
XI Tax Expense of discontinued operations 0.00 0.00 0.00 0.00 0.00
XII Profit/(Loss) from discontinued operations (after tax) (X-XI) 0.00 0.00 0.00 0.00 0.00
XIII Profit/(loss) for the period (IX+XII) -3.13 -2.14 -4.94 -16.87 -46.75
XIV Other Comprehensive Income 0.00 0.00 0.00 0.00 0.00
A (i) Items that will not be reclassified to profit or loss 0.00 0.00 0.00 0.00 0.00
(ii) Income Tax relating to items that will not be reclassified to profit or loss 0.00 0.00 0.00 0.00 0.00
B (i) Items that will be reclassified to profit or loss 0.00 0.00 0.00 0.00 0.00
(ii) Income Tax relating to items that will be reclassified to profit or loss 0.00 0.00 0.00 0.00 0.00
XV Total comprehensive income for the period (XIII+XIV) -3.13 -2.14 -4.94 -16.87 -46.75
(Comprising profit (loss) and other comprehensive income for the period
XVI Earning per equity share (for continuing operation)
(1) Basic -0.01 -0.01 -0.01 -0.04 -0.12
(2) Diluted -0.01 -0.01 -0.01 -0.04 -0.12
XVII Earning per equity share (for discontinuing operation)
(1) Basic 0.00 0.00 0.00 0.00 0.00
(2) Diluted 0.00 0.00 0.00 0.00 0.00
XVIII Earning per equity share (for discontinuing operation and continuing operation)
(1) Basic 0.00 0.00 0.00 0.00 0.00
(2) Diluted 0.00 0.00 0.00 0.00 0.00

PART II

A) PARTICULARS OF SHAREHOLDING
1) Public Shareholding
No. of Shares
Percentage of Shareholdings
2) Promoters and Promoter Group Shareholding
a) Pledge/Encumbered
-Number of Shares
-Percentage of Shares (as a % of the total shareholding of promoter and promoter group)
-Percentage of Shares (as a % of the total share capital of the company)
b) Non-Encumbered
-Number of Shares
-Percentage of Shares (as a % of the total shareholding of promoter and promoter group)
-Percentage of Shares (as a % of the total share capital of the company)

Description 31.03.2026 - Consolidated
Net Profit as per previous Indian GAAP (37.02)
Net Profit before OCI as per IND AS (37.02)
Other Comprehensive Income after Tax
Total Comprehensive Income a per IND AS

On & Behalf of Board of USG Tech Solutions Limited

Date: 29.05.2026
Place: New Delhi

SERVESH GUPTA
Digitally signed by
SERVESH GUPTA
Date: 2026.05.29
17:32:07 +05'30'

Servesh Gupta
Managing Director
DIN: 01451093


USG Tech Solutions Limited
CIN:L72200TG1999PLC032129
Regd Office :- H.NO:9/HIG-A&10/HIG, Vasista Bhavan, 4th Floor, APHB Colony, Indira Nagar, Gachibowli Hyderabad , Telangana 500032
Corporate Office :- office no 506 507 508 509 Devika Towers Chander Nagar, Chander Nagar, Ghaziabad, Ghaziabad, Uttar Pradesh, India, 201011
Website: www.usgtechsolutions.com, Email Id: Secretarial @usgtechsolutions.com Tel: +91 11 4131 5203

Consolidated Balance Sheet as at 31st March, 2026
(Rs.in Lakhs)

Particulars Note no. As at 31st March, 2026 As at 31st March, 2025
I. ASSETS
Non-current assets
(a) Property, plant and equipment 3(a) 1.67 3.86
(b) Capital Work in progress
(c) Intangible assets 3(b) 522.66 523.15
(d) Intangible assets under development 166.61 166.61
(e) Financial assets
(i) Investments 5 128.17 128.17
(ii) Loans 6 1,498.57 1,498.57
(iii) Other non-current financial assets 7 1,171.19 1,171.19
(iv) Other non-current assets 8 32.66 27.64
3,521.53 3,519.20
Current assets
(a) Inventories 9 - -
(b) Financial assets
(i) Trade and other receivables 10 678.16 678.16
(ii) Cash and cash equivalents 11 6.69 21.70
(iii) Other bank balances 12 1.58 1.49
(iii) Other Current Assets 13 - 0.09
686.44 701.44
Total Assets 4,207.97 4,220.64
II. EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 14 3,941.42 3,941.42
(b) Other equity 15 (318.62) (288.13)
3,622.80 3,653.29
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 16 573.27 550.24
(b) Deferred tax liability(net) 17 3.44 3.44
576.70 553.67
Current liabilities
(a) Financial liabilities
(i) Trade Payable 18 6.88 6.41
(ii) Other current financial liabilities 19 1.15 6.76
(b) Other current liabilities 20 0.44 0.50
8.47 13.68
Total Equity and Liabilities 4,207.97 4,220.64

Date: 29.05.2026
Place : Delhi

Servesh Gupta
Managing Director
DIN: 01451093

SERVESH GUPTA
Digitally signed by SERVESH GUPTA
Date: 2026.05.29
17:32:28 +05'30'


USG Tech Solutions Limited
CIN:L72200TG1999PLC032129
Regd Office :- H.NO:9/HIG-A&10/HIG, Vasista Bhavan, 4th Floor, APHB Colony, Indira Nagar, Gachibowli Hyderabad Telangana 500032
Corporate Office :- office no 506 507 508 509 Devika Towers Chander Nagar, Chander Nagar, Ghaziabad, Ghaziabad, Uttar Pradesh, India, 201011
Website: www.usgtechsolutions.com, Email Id: Secretarial @usgtechsolutions.com Tel: +91 11 4131 5203

Cash Flow Statement for the year ended 31st March 2026

Particulars As at 31st March 2026 As at 31st March 2025
A CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax as per Profit and Loss Account (37.02) (64.42)
Adjustments for :-
Account Written of - 0.26
Depreciation and Amortization Expenses 1.57 1.58
Dividend (0.49) (0.44)
Finance cost 17.31 15.93
Interest Income (0.10) (0.10)
18.29 17.22
Operating Profit before Working Capital Changes (18.73) (47.20)
Adjustment for :-
Change in Trade Payables 0.47 (0.00)
Change in Other Payables (5.62) (14.58)
Change in Trade Receivables - -
Change in Other Receivables 0.09 (0.02)
Change in Non Current Assets (5.02) -
Change in Non Current Financial Assets 0.00 -
Change in Other Loans and Advances (0.00) -
Change in Current Current Liabilities (0.06) 0.11
(10.14) (14.49)
Cash Generated from Operations (28.87) (61.69)
Adjustment for :-
Consolidatin Historical Balance 7.65 (142.62)
Net Cash Generated from Operating Activities (21.22) (204.31)
B CASH FLOW FROM INVESTING ACTIVITIES
Purchases of Non-current Investment - -
Movement in Loans & Advances and other Assets - - - -
Net Cash Received from Investing Activities - -
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of Share Capital
Repayment / Proceeds from Long Term Borrowings 23.03 220.63
Finance cost (17.31) (15.93)
Dividend 0.49 0.44
Interest Income 0.10 0.10
Increase in Deferred Tax Liabilities - -
Net Cash Received from Financing Activities 6.31 205.24
D Net Increase/Decrease in Cash and Cash Equivalent (14.91) 0.93
Add : Opening Balance of Cash and Cash Equivalent 23.19 24.11
Closing Balance of Cash and Equivalent Cash 8.28 23.19

Date: 29.05.2026
Place : Delhi
Servesh Gupta
Managing Director
DIN: 01451093

SERVESH
GUPTA
Digitally signed by
SERVESH GUPTA
Date: 2026.05.29
17:32:45 +05'30'


USG TECH SOLUTIONS LIMITED
CIN:L72200TG1999PLC032129
Regd Office > H.NO:9/HIG-A&10/HIG, Vasista Bhavan, 4th Floor, APHB Colony, Indira Nagar, Gachibowli Hyderabad , Telangana
Date Office > office no 506 507 508 509 Devika Towers Chander Nagar, Chander Nagar, Ghaziabad, Ghaziabad, Uttar Pradesh, India, 2
Website: www.usgtechsolutions.com, Email Id: Secretarial @usgtechsolutions.com Tel: +91 11 4131 5203
AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH 2026

PART I
(Rs.In Lakhs)

Particulars Consolidated
3 Months Ended Year ended
31.03.2026 31.12.2025 31.03.2026 31.03.2025
Audited Audited Audited Audited
I Revenue from Operations 0.00 0.00 0.00 0.00
II Other Income from Operations 0.32 0.05 0.59 0.80
III Total income from Operations (I+II) 0.32 0.05 0.59 0.80
IV Expenditures
Cost of Materials consumed 0.00 0.00 0.00 0.00
Purchase of Stock in trade 0.00 0.00 0.00 0.00
Changes in inventories of Finished goods, stock-in-trade and work in progress 0.00 0.00 0.00 0.00
Employees benefits expense -1.47 0.50 4.34 10.33
Finance Costs 4.23 4.46 17.31 15.93
Depreciation and amortisation expenses 0.41 0.40 1.57 1.58
Other expenses 5.25 1.71 14.39 37.38
Total Expenditures (IV) 8.42 7.07 37.61 65.22
V Profit/(loss) before exceptional items and tax (III-IV) -8.10 -7.02 -37.02 -64.42
VI Exceptional items 0.00 0.00 0.00 0.00
VII Profit/(loss) before tax (V-VI) -8.10 -7.02 -37.02 -64.42
VIII Tax Expenses: 0.00 0.00 0.00 0.00
(1) Current Tax 0.00 0.00 0.00 0.00
(2) Deferred Tax 0.00 0.00 0.00 0.00
IX Profit / (Loss) / for the period from continuing operations -8.10 -7.02 -37.02 -64.42
X Profit/(Loss) from discontinued operations 0.00 0.00 0.00 0.00
XI Tax Expense of discontinued operations 0.00 0.00 0.00 0.00
XII Profit/(Loss) from discontinued operations (after tax) (X-XI) 0.00 0.00 0.00 0.00
XIII Profit/(loss) for the period (IX+XII) -8.10 -7.02 -37.02 -64.42
XIV Other Comprehensive Income 0.00 0.00 0.00 0.00
A (i) Items that will not be reclassified to profit or loss 0.00 0.00 0.00 0.00
(ii) Income Tax relating to items that will not be reclassified to profit or loss 0.00 0.00 0.00 0.00
B (i) Items that will be reclassified to profit or loss 0.00 0.00 0.00 0.00
(ii) Income Tax relating to items that will be reclassified to profit or loss 0.00 0.00 0.00 0.00
XV Total comprehensive income for the period (XII+XIV) -8.10 -7.02 -37.02 -64.42
(Comprising profit (loss) and other comprehensive income for the period
XVI Earning per equity share (for continuing operation)
(1) Basic -0.02 -0.02 -0.09 -0.16
(2) Diluted -0.02 -0.02 -0.09 -0.16
XVII Earning per equity share (for discontinuing operation)
(1) Basic 0.00 0.00 0.00
(2) Diluted 0.00 0.00 0.00
XVIII Earning per equity share (for discontinuing operation and continuing operation)
(1) Basic 0.00 0.00 0.00
(2) Diluted 0.00 0.00 0.00

PART II

A PARTICULARS OF SHAREHOLDING
1. Public Shareholding
No. of Shares 31205160 31205160 31205160 31205160
Percentage of Shareholdings 79.17 79.17 79.17 79.17
2. Promoters and Promoter Group Shareholding
a) Pledge/Encumbered - - - -
Number of Shares - - - -
Percentage of Shares (as a % of the total shareholding of promoter and promoter group) - - - -
Percentage of Shares (as a % of the total share capital of the company) - - - -
b) Non-Encumbered - - - -
Number of Shares 8209050 8209050 8209050 8209050
Percentage of Shares (as a % of the total shareholding of promoter and promoter group) 100 100 100 100
Percentage of Shares (as a % of the total share capital of the company) 20.83 20.83 20.83 20.83

Notes:1

  1. The Company is primarily engaged in the business of Software Development/IT which is single segment.
Description 31.03.2026 - Consolidated
Net Profit as per previous Indian GAAP (37.02)
Net Profit before OCI as per IND AS (37.02)
Other Comprehensive Income after Tax
Total Comprehensive Income a per IND AS

On & Behalf of Board of USG Tech Solutions Limited

Date: 29.05.2026
Place: New Delhi

SERVESH GUPTA
Digitally signed by SERVESH GUPTA
Date: 2026.05.29 17:33:04 +05'30'

Servesh Gupta
Managing Director
DIN: 01451093


USG

FUTURISTIC SOLUTIONS

USG Tech Solutions Limited

CIN: L29109TG1999PLC032129

(Annexure- II)

Date: 29.05.2026

To,

The Deputy General Manager
Department of Corporate Services
The Bombay Stock Exchange Limited
P.J. Tower, Dalal Street
Mumbai- 400001

General Manager
Listing Exchange
The Calcutta Stock Exchange Limited
7, Lyons Range
Kolkata – 700001

BSE Scrip Code: 532402
ISIN: INE718B01017

Sub: Non-Applicability of Regulation 32 of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015.

Dear Sir/Ma’am,

Pursuant to the Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms, that there have been no public issue proceeds raised from the Initial Public Issue (IPO), Further Public Issue (FPO), Right Issue, Preferential Issue, etc. during the reporting quarter and year ended on 31st March, 2026.

Hence, the statement of deviation(s) or variation(s) under Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

We request you to kindly take note of this information on your record and acknowledge.

Yours faithfully,

For USG Tech Solutions Limited

SERVESH
GUPTA
Digitally signed by
SERVESH GUPTA
Date: 2026.05.29 17:33:28
+05'30'

Servesh Gupta
Managing Director
DIN: 01451093

Date: 29.05.2026
Place: Delhi

404, 4th Floor, My Home Tycoon, Lifestyle Building,
Begumpet, Hyderabad, Telangana-500016
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com

Corporate Office: 506-509, Devika Towers, Chander
Nagar, Ghaziabad, Uttar Pradesh, 201011
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com


USG
FUTURISTIC SOLUTIONS
USG Tech Solutions Limited
CIN: L29109TG1999PLC032129

Annexure III
May 29, 2026

To
The Board of Directors
M/s USG Tech Solutions Limited
office no 506 507 508 509 Devika Towers
Chander Nagar, Ghaziabad, Uttar Pradesh, 201011

SUB: Declaration pursuant to Regulation 33(3)(d) of the SEBI (LODR), 2015.

Dear Sir/Ma’am,

Declaration pursuant to Regulation 33(3)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended, we do hereby confirm that the statutory Auditors of the Company, M/s MJRA & Associates, Chartered Accountants (FRN: 013850N) have issued the Audit Report with unmodified opinion on the Audited Financial Results of the Company for the year ended March 31, 2026.

We request you to kindly take note of this information on your record and acknowledge.

Yours faithfully,
For USG Tech Solutions Limited

SERVESH GUPTA
Digitally signed by
SERVESH GUPTA
Date: 2026.05.29
17:33:45 +05'30'

Servesh Gupta
Managing Director
DIN: 01451093
Date: 29.05.2026
Place: Delhi

404, 4th Floor, My Home Tycoon, Lifestyle Building,
Begumpet, Hyderabad, Telangana-500016
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com

Corporate Office: 506-509, Devika Towers, Chander
Nagar, Ghaziabad, Uttar Pradesh, 201011
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com


USG

FUTURISTIC SOLUTIONS

USG Tech Solutions Limited

CIN: L29109TG1999PLC032129

(Annexure- IV)

Details with respect to Regulation 30 read with Schedule Ill of the Listing Regulations, SEBI Circular SEBI Circular bearing Ref. No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

Appointment of Internal Auditor:

S. No. Particulars Details
1. Name M/s Chandni Singla & Associates
2. Reason for Change i.e. Appointment Appointment as Internal Auditor for the F.Y.2026-27
3. Date of appointment 29th May, 2026
4. Brief Profile It is a team of distinguished chartered accountant, corporate financial advisors and tax consultants in India. This firm of chartered accountants represents a coalition of specialized skills that is geared to offer sound financial solutions and advices. The organization is a congregation of professionally qualified and experienced persons who are committed to add value. Experience in accounts outsourcing, auditing, company formation in India, Business taxation, corporate compliance, starting business in India, registration of foreign companies, transfer pricing, tax due diligence, taxation of expatriates etc.
5. Disclosures of Relationship between directors Not Applicable

404, 4th Floor, My Home Tycoon, Lifestyle Building, Begumpet, Hyderabad, Telangana-500016
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com

Corporate Office: 506-509, Devika Towers, Chander Nagar, Ghaziabad, Uttar Pradesh, 201011
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com


U·G

FUTURISTIC SOLUTIONS

USG Tech Solutions Limited

CIN: L29109TG1999PLC032129

Annexure V

May 29, 2026

To

The Board of Directors

M/s USG Tech Solutions Limited

office no 506 507 508 509 Devika Towers

Chander Nagar, Ghaziabad, Uttar Pradesh, 201011

BSE Scrip Code: 532402

ISIN: INE718B01017

Subject: Certificate under Regulation 33(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

I, the Undersigned, in my respective capacity as Chief Financial Officer of USG Tech Solutions Limited to the best of my knowledge and belief certify that the Audited Standalone Financial Results for the Quarter and year ended 31st March, 2026, do not contain the false or misleading statement or figures and do not omit any material fact which may make the statement or figures contained therein misleading.

The Declaration is given in compliance to Regulation 33(2) of the SEBI Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended.

Request you to kindly take this declaration on your records.

For USG Tech Solutions Limited

img-0.jpeg

Date: 29.05.2026

Place: New Delhi

| 404, 4th Floor, My Home Tycoon, Lifestyle Building,
Begumpet, Hyderabad, Telangana-500016
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com | Corporate Office: 506-509, Devika Towers, Chander Nagar, Ghaziabad, Uttar Pradesh, 201011
Email id: [email protected]
Telephone number: 011 41315203
Website: www.usgtechsolutions.com |
| --- | --- |


USG

FUTURISTIC SOLUTIONS

USG Tech Solutions Limited

CIN: L29109TG1999PLC032129

(Annexure- VI)

Information as required under Regulation 30 - Part A of Para A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

APPOINTMENT OF NON-EXECUTIVE INDEPENDENT DIRECTOR (ADDITIONAL DIRECTOR CATEGORY)

Sr. No. Particulars Details
1 Name Mr. Anshul Gupta
2 Reason for Change i.e Appointment Appointment of Mr. Anshul Gupta, Subject to allotment of DIN as an Non-Executive Independent (Additional Director Category) of the Company w.e.f 29th May, 2026
3 Date of Appointment 29th May, 2026
4 Brief Profile (in case of Appointment) He is a Legal Professional and Businessman, engaged in managing business activities along with providing legal support and guidance in corporate and commercial matters.
Mr. Anshul Gupta holds a degree in LLB. and possesses sound knowledge of legal and business practices. He has been actively involved in handling laws, regulatory compliances, contract management, and business operations.
With his combined experience in legal and business domains, he contributes towards strengthening corporate governance, ensuring statutory compliance, and supporting overall business growth.
5 Disclosure of relationships between directors Not Applicable
6 Name of listed entities in which the resigning director holds directorships, indicating the category of directorships and membership of board committees, if any Not Applicable

404, 4th Floor, My Home Tycoon, Lifestyle Building, Begumpet, Hyderabad, Telangana-500016

Email id: [email protected]

Telephone number: 011 41315203

Website: www.usgtechsolutions.com

Corporate Office: 506-509, Devika Towers, Chander Nagar, Ghaziabad, Uttar Pradesh, 201011

Email id: [email protected]

Telephone number: 011 41315203

Website: www.usgtechsolutions.com


Annexure VII

Date: 29.05.2026

To

The Board of Directors

USG Tech Solutions Limited

404, 4th Floor, My Home Tycoon, Lifestyle Building,

Begumpet, Hyderabad, Secunderabad, Telangana, India, 500016

Subject: Resignation from the post of Company Secretary & Compliance Officer

Respected Board Members,

I hereby tender my resignation from the position of Company Secretary & Compliance Officer of the Company, effective May 29, 2026 in order to pursue better professional growth opportunities.

This decision has been taken after careful consideration, and I believe it is the right step towards advancing my career and broadening my professional exposure.

I sincerely appreciate the support, guidance, and opportunities provided to me by the Board and the management during my tenure with the Company. It has been a valuable learning experience.

I request the Board to kindly take my resignation on record and arrange to complete the necessary filings with the Registrar of Companies and the Stock Exchange.

Thanking you,

Yours faithfully,

img-1.jpeg

Manju

Company Secretary & Compliance Officer

Membership No.: A78533