(iv) Rights, preferences and restrictions attached to Equity shares

The Company has issued only one class of equity shares having a par value of Re. 1 each. Each equity shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company , the holders of the equity shares will be entiltled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(vi) Equity shares reserved for issue under employee stock option scheme

Information related to Employee Stock Option Plan/Scheme, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 37.

a) Security details

(A) Primary Security

First charge by way of hypothecation of current assets

(B) Collateral security

First charge on pari passu basis on:-

i Leasehold land at Village Kita, Jaisalmer, Rajasthan along with 3 Windmill Energy Generators (WEG) standing thereon.

ii Leasehold land at Village Methan, Jamnagar, Gujarat along with 4 Windmill Energy Generators (WEG) standing thereon.

iii Leasehold land at Village Hadmatiya, Jamnagar, Gujarat along with 2 Windmill Energy Generators (WEG) standing thereon.

iv Freehold land at Village Chinnaputhur, Erode, Tamil Nadu along with 2 Windmill Energy Generators (WEG) standing thereon.

v Office Premises 4th Floor and 6th Floor New Harileela House, Fort, Mumbai-400 001

vi Office Premises B201,B204, The Qube, Andheri, Mumbai held in the name of Ushdev Mercantile Private Limited

vii Office Premises 6th Floor & basement no. 7 Apeejay House, Mumbai held in the name of Ushdev Mercantile Private Limited

viii Freehold land at Gat no. 289 and 290, Village Khabalwadi, Tal Koregaon, Dist Satara, Maharashtra along with 4 Windmill Energy Generators (WEG) standing thereon. (exclusively given to State Bank of Travancore (SBI) towards term loan)

ix Hypothecation on 6 WEGs and equitable mortgage on freehold land located at Marikundu Village, Mottanuttu village, Poolmalakundu village, Seepalakottai Village and Shanmugasundarapura village, Andipatti, Theni District, Tamil Nadu (exclusively given to Canara Bank towards term loan)

(C ) Additional security

First charge on pari passu basis on:-

i All the pieces and parcels of land bearing Survey No.39, Hissa No.3, Area O-21-5 H.R.P held by the company situated at Revenue village Dahivali, District Raigad.

ii All the pieces and parcels of land bearing Survey No.39, Hissa No.1, Area O-40-5, Survey No.39 Hissa No.2 Area O-80-0, Survey No.39 Hissa No.4 Area O-23-8 H.R.P held by the company situated at Revenue village Dahivali, District Raigad.

iii All the pieces and parcels of immovable property bearing Plot no 1834, Kalamboli, Taluka Panvel, District Raigad.

iv All the pieces and parcels of commercial premises , Unit no 101,102,103,104,105,106,201,202,203,204,205 & 206, Multicon Square, Village Erandawane, Pune

v Mortgage of Room 1,2 &3 2nd Floor Old harileela house, Fort, Mumbai belonging To Mr. Prateek Vijay Gupta

vi Mortgage of Basement no 8 Apeejay House, Fort Mumbai belonging to Mrs. Suman Vijay Gupta

vii Mortgage of office no. 8,9 & 10 of Tiara Commercial Complex, 2nd Floor, Pokhran Road, Survey Nio. 342/A (Part), Majiwade, Taluka, & District Thane held in the name of M/s. Ushdev Metals & Minerals Pvt. Ltd. (exclusive to Bank of Maharashtra)

viii Plot no. 92 & 94, Dasve, Survey No. 39/1, 50/6 & 50/7/1, Hill top street, Lavasa City, Phase-I, Lavasa, Taluka- Mulshi, Pune held by Mrs. Suman Vijay Gupta

(D) Pledge of 34,33,058 equity shares of the company held by Mr. Prateek Vijay Gupta and Mrs. Suman Vijay Gupta.

(E) Irrecovable and unconditional joint and several Personal Guarantees of Mr. Prateek Vijay Gupta and Mrs. Suman Vijay Gupta.

(F) Irrecovable and unconditional corporate guarantee of M/s Ushdev Mercantile Private Limited.

Note - In the absence of any information from supplier regarding the status under Micro, Small and Medium Enterprises Development Act, 2006 amounts due to such enterprises have not been disclosed separately under Sundry Creditors and accordingly, additional information required to be disclosed under the Micro, Small Enterprises Development Act, 2006 is not made. The Management does not envisage any material impact on the financial statement in this regard, which has been relied upon by the auditors.

'During the year ended 31st March, 2025 the Company has accounted penalty to Bombay Stock Exchange of Rs.Nil (Previous year Rs. 2.56 Lakh) for non submission of financial results for the quarter and year ended 31st March, 2023 and quarter ended 30th June, 2023 within the prescribed time limit. The same is included in 'Rates & Taxes'.

Valuation technique used to determine fair value

Investments included in Level 1 of Fair Value hierarchy are based on prices quoted in stock exchange and/or NAV declared by the Funds.

Investments included in Level 2 of Fair Value Hierarchy have been valued based on inputs from banks and other recognised institutions such as FIMMDA/ FEDAI.

Investments included in Level 3 of Fair Value hierarchy have been valued using acceptable valuation techniques such as Net Asset Value and/or Discounted Cash Flow Method.

30.3 Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk ; and

- Market risk

30.3.1. Credit risk

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the company's receivables from customers and loans and advances.

The carrying amount of following financial assets represents the maximum credit exposure:

The company's exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. The Company's main receivables for power division pertains to state governments and are subject to less default risk. The Metal division trade receivables are completely provided for in the books.

a) Trade receivables

The company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables. The company uses a provision matrix to compute the expected credit loss for trade receivables. The company has developed this matrix based on historical data as well as forward looking information pertaining to assessment of credit risk.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition a large number of minor receivables are compared with homogenous company and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 9. The company does not hold collateral as security. The company evaluates the concentration of risk with respect to trade receivables as high, as its customers are located in several jurisdictions and Industries and operate largely in Independent markets.The receivables are subject to confirmation/ reconciliation.

d) Cash and cash equivalents

Cash and cash equivalents of Rs. 4096.07 Lakh at March 31, 2025 (March 31, 2024: Rs.3223.22 Lakh). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

30.3.2 Liquidity risk

Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities. The company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company's reputation.

Beginning with F.Y 2017-18, the Company faced liquidity problems in realisation of amounts due from debtors. This has resulted in the company facing liquidity issues and being unable to service its debt obligation. The Company has been classified as non performing asset (NPA) by Consortium Bankers. The Bankers have filed for a recovery case against the company in National Company Law Tribunal, Mumbai in December, 2017 under Indian Bankruptcy Law. The NCLT Court appointed Interim Resolution Professional Mr. Subodh Kumar Agrawal on admission of matter vide NCLT Order dated 14th May, 2018 subsequently confirmed as Resolution Professional by Committee of Creditors (CoC). A resolution plan submitted by Taguda Pte Ltd, a successful bidder has been voted in favour by the CoC and subsequently approved by the NCLT, Mumbai vide its order dated 3rd February, 2022 read with NCLAT order dated 11th March, 2022. Interim Monitoring Agency (IMA) was formed on 15th March, 2022 to implement the approved Resolution Plan. As part of the implementation of resolution plan and conditions precedent thereto, Company has applied for various approvals to regulatory authorities mainly, Bombay Stock Exchange (BSE) and Reserve Bank of India (RBI). The approval from RBI is yet to be received by the Company. The Hon'ble NCLT Mumbai issued an order on December 8, 2023, granting a two-month period for the Resolution Applicant to execute the Resolution Plan. As no payment was received from Resolution Applicant M/s Taguda Pte Ltd, on February 9, 2024, the secured financial lenders of the company, led by State Bank of India, invoked the Bid Bond and Performance Security funds deposited by the Resolution Applicant totaling Rs. 1813.46 Lakh (including Rs. 160.74 Lakh in interest earned on the Bid Bond Money held as a Fixed Deposit), which have been forfeited. The matter is pending before NCLAT/NCLT. Pending final outcome, the Company faces the Risk of going concern, liquidity.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial Instruments affected by financial risk includes loan and borrowing, deposits and Investments.

a) Currency risk

The company operates internationally and portion of the business was transacted in USD currencies and consequently the company was exposed to foreign exchange risk through its sales in overseas market and purchases from overseas suppliers in foreign currency.

The company was evaluating exchange rate exposure arising from foreign currency transactions and the company was following established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk. At present, however, no forward contracts are outstanding as of March 31, 2025 and Company is not exposed to Currency Risk on the exposure given hereunder.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against all other currencies at March 31 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales, purchases and borrowings.

Interest rate risk is the risk that the fair value or future cash flow of the financial instrument will fluctuate because of changes in market interest rate. The company exposure to the risk of changes in market interest rate related primarily to the company's long term debt obligation with floating interest rates.

30.3.4 Equity risk

The company holds investments in two overseas group companies, namely, UIL (Singapore) Pte. Ltd and UIL Hong Kong Limited. The fair value of these investments as on March 31,2025, based on the management's estimate was Nil (previous year NIL), resulting into an impact of Rs. Nil (Previous year Rs. Nil). Further the company has investments in Uttam Galva Ferrous Limited. The fair value of these investments as on March 31,2025 as per Management was Rs. NIL (Previous year Rs. NIL), resulting into an impact of Rs, Nil (Previous year Nil).

Defined Contribution Plans:

The Company pays provident fund contributions to publicly administered provident funds as per local regulations and are recognised as expense in the Statement of Profit and Loss during the period in which the employee renders the related service. There are no further obligations other than the contributions payable to the appropriate authorities. The Company recognised Rs.1.52 lakh for the year ended March 31, 2025 (March 31, 2024 Rs. 1.61 lakh) towards provident fund contribution.

Defined Benefit Plan:

The Company's gratuity scheme is defined benefit plan. The Company's liability for the defined benefit scheme is actuarially determined based on the projected unit credit method. The Company's net obligations in respect of such plans is calculated by estimating the amount of future benefit that the employees have earned in return for their services and the current and prior periods that benefit is discounted to determine its present value and the fair value of the plan asset is deducted. Actuarial gains and losses are recognised in Other Comprehensive Income.

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee's last drawn salary and the years of employment with the Company. Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes the provision.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31,2025. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation and the plan assets as at balance sheet date:

As required under Section 186(4) of the Companies, Act, 2013, the Group has provided corporate guarantees and loans to its related parties for working capital facilities. (Details are given in Note 34).

The Company has operating leases for premises, the leases are renewable on periodic basis and cancelable in nature.

As the NCLT apporved Resolution Plan of the Company not yet implmented, the disclosure of related group company information is in relation to the ex promoters/Shareholders /Management of the company.

In accordance with the NCLT Approved Resolution Plan all pre-closing date liabilities, whether contingent or crystallised, that are not included in the Resolution Plan, are considered extinguished/waived off. However, since the Resolution Plan has not been implemented, contingent liabilities continue to be disclosed.

Note 36 : Going Concern

A Corporate Insolvency Resolution Process (CIRP) had been initiated against the Company vide an order dated May 14, 2018 of the Mumbai Bench of National Company Law Tribunal (NCLT) under the provisions of Insolvency and Bankruptcy Code, 2016 (Code). Pursuant to the order, the powers of the Board stand suspended and were exercisable by Mr. Subodh Kumar Agrawal, who was appointed as Interim Resolution Professional by NCLT and was subsequently confirmed as Resolution Professional (RP) by the Committee of Creditors (CoC). A resolution plan submitted by Taguda Pte Ltd, a successful bidder has been voted in favour by the CoC and subsequently approved by the NCLT, Mumbai vide its order dated 3rd February, 2022 read with NCLAT order dated 11th March, 2022. Pursuant to the order, IMA was formed on 15th March, 2022 to implement the Resolution Plan. As part of the implementation of resolution plan and conditions precedent thereto, Company has applied for various approvals to regulatory authorities mainly, Bombay Stock Exchange (BSE) and Reserve Bank of India (RBI). The approval from RBI is yet to be received by the Company.The Hon'ble NCLT Mumbai issued an order on December 8, 2023, granting a two-month period for the Resolution Applicant to execute the Resolution Plan. As no payment was received from Resolution Applicant M/s Taguda Pte Ltd, on February 9, 2024, the secured financial lenders of the company, led by State Bank of India, invoked the Bid Bond and Performance Security funds deposited by the Resolution Applicant totaling Rs. 1,813.46 Lakh (including Rs. 160.74 Lakh in interest earned on the Bid Bond Money held as a Fixed Deposit), which have been forfeited. Further the secured financial lenders have filed an application seeking liquidation of the company as the Successful Resolution Applicant has failed to implement the resolution plan, the said application is currently pending adjudication before the NCLAT/NCLT. In view of the same the company faces the risk of going concern.

Note 37 - Share based payments

(a) Ushdev Stock Option Scheme 2014

In the annual general meeting held on 5th September, 2014, the shareholders approved the issue of employee stock options under the Scheme titled "Ushdev Stock Option Scheme 2014" in two tranches

i.e. 3,66,450 and 17,851 Employee Stock Options under Tranche one and Tranche two respectively.

The scheme allows the issue of options to employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share.

As per the Scheme, the Remuneration / Compensation Committee grants the options to the employees deemed eligible. The options granted vest over a period of 3 years from the date of the grant in

Note 38. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) and Chief Operating Officer (COO) of the Company. The Company has identified two segments i.e. Metals Trading and Wind Power as reporting segments based on the information reviewed by CODM.

Note 39 Additional Regulatory Information

1. The Company does not own any properties not held in name of the company. Further, there are no proceedings which have been initiated or are pending against the Company for holding any became property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

2. The Company has not borrowed any specific purpose loan during the current reporting period.

3. During the year ended March 31, 2025 and year ended March 31, 2024, the Company has not traded or invested in Crypto currency or Virtual Currency.

4. There were no Scheme of Arrangements entered by the Group during the current reporting period, which required approval from the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

5. During the year ended March 31, 2025 and year ended March 31, 2024, the Company did not have any transaction with struck off companies as per section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956. Balance outsanding with struck off companies is Rs. 0.00 Lakh.

6. A Corporate Insolvency Resolution Process (CIRP) had been initiated against the Company vide an order dated May 14, 2018 of the Mumbai Bench of National Company Law Tribunal (NCLT) under the provisions of Insolvency and Bankruptcy Code, 2016 (Code). Pursuant to the order, the powers of the Board stand suspended and were exercisable by Mr. Subodh Kumar Agrawal, who was appointed as Interim Resolution Professional by NCLT and was subsequently confirmed as Resolution Professional (RP) by the Committee of Creditors (CoC). A resolution plan submitted by Taguda Pte Ltd, a successful bidder has been voted in favour by the CoC and subsequently approved by the NCLT, Mumbai vide its order dated 3rd February, 2022 read with NCLAT order dated 11th March, 2022. Pursuant to the order, IMA was formed on 15th March, 2022 to implement the Resolution Plan. As part of the implementation of resolution plan and conditions precedent thereto, Company has applied for various approvals to regulatory authorities mainly, Bombay Stock Exchange (BSE) and Reserve Bank of India (RBI). The approval from RBI is yet to be received by the Company.The Hon'ble NCLT Mumbai issued an order on December 8, 2023, granting a two-month period for the Resolution

Applicant to execute the Resolution Plan. As no payment was received from Resolution Applicant M/s Taguda Pte Ltd, on February 9, 2024, the secured financial lenders of the company, led by State Bank of India, invoked the Bid Bond and Performance Security funds deposited by the Resolution Applicant totaling Rs. 1,813.46 Lakh (including Rs. 160.74 Lakh in interest earned on the Bid Bond Money held as a Fixed Deposit), which have been forfeited. Further the secured financial lenders have filed an application seeking liquidation of the company as the Successful Resolution Applicant has failed to implement the resolution plan, the said application is currently pending adjudication before NCLAT/ NCLT.

7. The Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

8. The Company has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

9. The Company has complied with the number of layers prescribed under of Section 2(87) of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

10. The Company does not hold any investment in property as at the balance sheet date.

Reason for change more than 25%

Company has recorded forex exchange fluctuation loss of Rs. 1 579.29 Lakh for the year ended 31.3.2025 (Previous year Rs. 934.36 Lakh) due to revaluation of foregn trade creditors and advances received from overseas suppliers.

Note 41

Debtors, Creditors, Bank borrowings, Advances and other balances are subejct to confirmation/ reconciliation.

Note 42

The Company has defaulted in repayment of debts and interest thereon. The Directors of the Company were disqualified from being appointed as Directors in terms of section 164(2) of the Companies Act. Pursuant to the NCLT order dated 14th May 2018, the erstwhile Directors of the Company are deemed to have suspended. Hence, none of the erstwhile Directors continue as Members of the Board. Accordingly, the powers of the Board of Directors stand suspended as per section 17 of the Indian Bankruptcy Code and such powers were being exercised by the Resolution Professional Mr. Subodh Kumar Agarwal, appointed by the National Company Law Tribunal by the said order under the provisions of the code. NCLT, Mumbai vide its order dated 3rd February to be read with NCLAT order dated 11th March, 2022 approved the Resolution Plan submitted the successful bidder Taguda Pte Ltd, a Singapore based company. Pursuant to the order, IMA was formed on 15th March, 2022 to implement the Resolution Plan and to keep running operation of the company until Resolution Plan is fully implemented.

The Hon'ble NCLT Mumbai issued an order on December 8, 2023, granting the Resolution Applicant a two-month timeframe to implement the Resolution Plan. However, as of February 9, 2024, no payment was received from Resolution Applicant, M/s Taguda Pte Ltd. Consequently, the secured financial lenders of the company, led by State Bank of India, invoked the Bid Bond and Performance Security funds deposited by the Resolution Applicant totaling Rs. 1,813.46 Lakh (including Rs. 160.74 Lakh in interest earned on the Bid Bond Money held as a Fixed Deposit), which have been forfeited. Against which the Resolution Applicant has file an appealwith the NCLAT. Subsequently, the Financial Creditors led by SBI has submitted a liquidation application to the NCLT, Mumbai during the year. The matters currently before the NCLAT and NCLT are awaiting final disposal as of the date of signing these Financial Statements.

Note 43

The Central Bureau of Investigation (CBI) and The Enforcement Directorate (ED) carried out a search at the corporate office premises of the Company on 7th July, 2022 and 2nd February 2023 respectively. The same was pertaining to the company for the transactions done by ex-promoters of the Company prior to the initiation of the Corporate Insolvency Resolution Process under Insolvency and Bankruptcy code 2016. The matter is not yet concluded and is under investigation.

Note 44

Corporate social responsibility (CSR)

As per the section 135 of the Act, the Company is not required to spend towards CSR activities based on profitability of the Company.

Note 45

As per the Code, RP has received, collated, verified and admitted all the admissible claims submitted by the creditors and Employees of the company. However; pending approvals from RBI and until successful implementation

of Resolution Plan, the impact of such claims, if any, have not been considered in the preparation of financial statements.

Note 46

There are various legal cases filed against the company which are under arbitration. The Management does not envisage any financial obligation in respect of these cases. And accordingly, no impact has been considered in the financial statements.

Note 47

Figures of previous year / period have been re-grouped/reclassified wherever necessary, to confirm to this period's classification.

Note 48

During the year trade receivables and advances recoverable in foreign currency are not revalued as Company has already made 100% provision for Expected Credit Loss (ECL) against these trade receivables and advances in previous year/s having no impact in profit and loss account for the year ended March 31, 2025 (Nil impact for the year ended March 31, 2024).