Ushdev International Ltd Management Discussions

The Company is primarily engaged in metal trading with presence in ferrous-flat and long products, nonferrous-copper, aluminum, zinc, brass, nickel, etc. and raw materials coal/ coke, iron ore, pellets, sponge iron, scrap, etc. However, the Company does not have any metal trading operations during year under review as the transit period for successful implementation of Resolution Plan is going on.

The Company is having a total capacity of 28.3 MW wind power generation with 23 wind generators spread across 5 States i.e. Tamil Nadu, Rajasthan, Karnataka, Gujarat and Maharashtra.

Rising food prices, sticky inflation and continuity of geopolitical tensions due to Russia -Ukraine war throughout the year defined the macroeconomic and financial landscape during this Annual Reports period under review. However, Company being into the business of power generation which comes under "essential goods" category, the Company managed to continue its business through-out the year post two years of Pandemic and managed to meet all its commitments. Electricity prices of Open Access State remained stable during the year after suffering of some collateral damage of the topline in previous years.

The Company was undergoing CIRP as per the order passed by NCLT, Mumbai bench dated 14th May, 2018.

A resolution plan received from the successful Resolution Applicant M/s. Taguda Pte Ltd was approved by Committee of Creditors (CoC) in its meeting concluded on 24th June 2021 by majority of votes favouring the Resolution. Further, the Resolution plan was approved by National Company Law Tribunal, Mumbai Special Bench on 3rd February, 2022 read with the orders dated 11th March, 2022 of the Honble National Company Law Appellate Tribunal ("NCLAT Orders").

The Resolution Applicant along with the CoC had nominated members and formed Implementing Agency (hereinafter referred to as "IMA") as on 15th March, 2022 and in their 1st Meeting, the role of Resolution Professional came to an end and the company is being managed by IMA comprising of four members – two representatives from CoC being Mr Sanjay Kumar Goyal and Mr Arvind Bansal, two members from the successful Resolution Applicant being Mr Deepak Netto and Ms Radha M Rawat and the erstwhile Resolution Professional Mr Subodh Kumar Agrawal as an observer. Role of IMA is to manage the affairs of the Company as a going concern and supervise the implementation of the Approved Resolution Plan until the transfer of control of your Company to the Successful Resolution Applicants. Pursuant to the implementation of Resolution Plan, the company has applied for certain approvals from RBI and SEBI. Currently, approvals from RBI are still awaited.

oPPortUnItIes and oUtlooK a. Industry structure and development

metal Business

Our business is trading in ferrous and non ferrous metals.

The Metal market is expected to register fluctuating growth trends in the long term, while inflation and supply chain concerns are expected to continue in 2023. 2023 is anticipated to be a crucial year due to fears of an economic recession in advanced economies and the rate of economic recovery in China following its COVID restrictions. Commodity markets specialist Wood Mackenzie has said mining, particularly battery metals, will receive a boost if there is higher sales of electric vehicles and recovery in US solar installations.

Meanwhile, supplies of copper, aluminium, lead, zinc, iron ore and steel, among others are expected to post higher growth rates than in

2022. The production of battery materials - nickel, cobalt and lithium - will continue to rise on top of double digit-growth in 2022.

The construction sector, a key user for iron & steel and base metals, will be a drag on global demand, with the Chinese real estate market in particular remaining sluggish.

Further, almost stable currency market as compared to the previous year, contributed to stability in international Trade. ‘Make in India initiative of the Indian Government is also expected to boost not only the growth of domestic industry but of the International trade as well. Looking ahead, there is ample optimism about the international trade to grow to high trajectory. The sustained strength of exports and revival in inbound remittances underpinned the viability of the balance of payments, with net capital flows also contributing to the accretion to foreign exchange reserves.

Power sector

Indian power sector is undergoing a significant change that has redefined the industry outlook. The power industrys future in India is bright, and sustained economic growth continues to drive electricity demand in the country.

India is the third-largest producer and consumer of electricity worldwide, with an installed power capacity of 408.71 GW as of October 31, 2022.

On the installed capacity generation basis Fossil Fuel based generation forms 58% & non-fossil fuel-based generation forms 42%. Indias National Grid is synchronously interconnected to Bhutan and importing excess electricity from Bhutan.

Share of non-fossil fuel-based generation capacity in the total installed capacity of the Country likely to increase from 42% as of October 2022 to more than 64% by 2029-30.

Recently, the Central Electricity Authority (CEA) (Ministry of Power) released a new publication titled Report on Optimal Generation Mix 2030 Version 2.0. The report highlights the changes expected in Indias energy mix, with a decline in coals share and a rise in renewable energy (RE) sources. Renewable sources, including small hydro, pumped hydro, solar, wind, and biomass, are expected to account for 31% of the power mix in 2030, compared to the current 12%. Wind generation, on the other hand, is projected to decrease to 9% in the updated version (from 12% in the previous report).

B. opportunities and threats

Indian economy has also led to steady revival, backed by a very determined, reform oriented and visionary government at centre, focused on clearing fundamental hurdles and increasing the ease of doing business. Further, Indian economy is poised to return to its high growth path, thanks to lower fiscal and current account deficits, falling inflation cost of capital and structure reforms to boost investments. There are lots of opportunities for growth in India. The country has been growing at an annual rate of 4% over the past decade, so there will be plenty of new jobs and businesses opening up every day. Second, Indias economy is expected to grow at an average rate of 6% over the next few years giving a plenty of scope for expansion. However, the trading industry may face the risk of imposition of a ban on import/export of a commodity by the government of any country, decrease in consumer demand, price war among key competitors and off lately geo political disturbance at global platform

C. segment-Wise or Product-Wise Performance

The Company is primarily engaged in "Metal Trading" business and wind power generation. The Company is stressed due to non-receipt of payments from its customers owing to the market conditions. The Company does not have any trading operations during year under review.

The power division performed fairly well after recovering from the worldwide pandemic of two years and its aftermath. Also there was reduction in electricity off-take rates in previous year in Open Access State. There was an improvement in generation due to improved Grid availability and power evacuation infrastructure.

d. outlook

Indias power sector has undergone a remarkable transformation, aimed at providing reliable, affordable, and sustainable energy to its people. Over the last 9 years, significant strides have been made in enhancing power generation capacity, expanding access to electricity, promoting renewable energy, and implementing innovative policies. Indias journey towards a greener future has gained global recognition. With the addition of over 175 GW of generation capacity in the past nine years, India has transitioned from a power deficit to a power surplus nation. The countrys commitment to renewable energy sources has played a pivotal role in achieving this feat. The remarkable growth of solar and wind energy capacity has cemented Indias position as a global leader in renewable energy adoption. Today, India stands 4th globally in Renewable Energy Installed Capacity, with 43% of its total installed electricity capacity coming from non-fossil energy sources.

Indias commitment to power generation and universal electrification has been a driving force behind its transformation. The Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA) initiative stands tall as a symbol of success, achieving universal household electrification, covering every village and district in the country.

Further, in the opinion of the management, resolution and revival of the Company is possible in foreseeable future. In view of the aforesaid the outlook of the Company also appears to be clear.

In metal sector also the revival of the company is foreseeable in future.

e. risk, threats and Concerns

A large part of the Indian coal reserve is of low calorific value and high ash content, with poor fuel value. On average, Indian coal has a gross calorific value (GCV) of about 4,500 Kcal/kg, whereas in Australia, for example, the GCV is about 6,500 Kcal/kg.

The result is that Indian power plants using Indias coal supply consume much higher amounts of coal as compared to imported coal. Indias Ministry of Forests & Environment has therefore mandated the use of coals whose ash content has been reduced to 34% (or lower) in power plants in urban, ecologically sensitive, and other critically polluted areas.

As a signatory to the Paris Agreement, India is also reducing power generation from coal to control the emission of greenhouse gases.

The Company has comprehensive risk management system where the senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values and a risk management model which promotes out-of the box thinking for converting potential risk to potential business opportunities. The Company regularly scans the macro economy and industry for risks which it believes would affect its performance and prospects. The Company ensures that all such foreseeable risks are analyzed in detail and appropriate measures are taken to mitigate these or limit their effect to minimal.

The industry is exposed to inherent risk of exchange rate fluctuations.

F. Internal Control systems and their adequacy

A Corporate Insolvency Resolution Process under IBC 2016 was initiated against the company vide NCLT order dated 14th May, 2018; the management of the company thereafter was monitored by the Resolution Applicant. After formation of IMA on 15th March, 2022 the companys day to day operations are being supervised and monitored by IMA.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the IMA/member. The Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

G. discussions on financial Performance with respect to operational Performance

The Company is primarily engaged in renewal energy generation and metals trading with presence in ferrous- flat and long products, nonferrous- copper, aluminum, zinc, brass, nickel, etc. and raw materials – coal/coke, iron ore, pellets, sponge iron, scrap, etc. However, the Company does not have any trading operations during year under review. Further, in the opinion of the management, resolution and revival of the Company is possible in foreseeable future. The annexed Balance Sheet will have given the members, the Companys performance in the year under report.

h. material development in human resources / Industrial relations

Front, including number of people employed the Company prides in its people-centric principle in guiding its relationship with its employees. Employees are a key facet to the Company and the Company acknowledges that their contribution has played a key role in its growth and success. The Company ensures that safe working conditions are provided both in the plants as well as offices of the Company. The Company regularly updates their skills with training and development programs, which take place at all levels and also continued employee communication to neutralize grapevine talk. The Company pursues a culture of rewarding of excellence and commitment and encouraging bonding and team work. The Company believes in creating positive, proactive and professional work environments where talents are nurtured and careers are advanced.The main focus was "continuity of business as a going concern" under constrained resources and sustaining faith of employees on future of the company.

I. Key Financial ratios:

J. Cautionary statement:

A Corporate Insolvency Resolution Process under IBC 2016 was initiated against the company vide NCLT order dated 14th May, 2018; the management of the company thereafter was monitored by the Resolution Applicant. After formation of IMA on 15th March, 2022 the companys day to day operations are being supervised and monitored by IMA. The Powers of Board continues to be remained suspended till successful implementation of Resolution Plan.

Statements in the Directors Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations and/or forecasts may be forward-looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the

Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Corporate Governance Report rePort on CorPorate GovernanCe For the Year ended marCh 31, 2023