Ushdev International Ltd Auditor Reports

1. report on the audit of the standalone Financial statements

We were engaged to audit the accompanying standalone Ind AS financial statements of Ushdev International Limited (‘the Company), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the standalone Ind AS financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘the Ind AS Financial Statements).

2. disclaimer of opinion

We were engaged to audit the accompanying standalone Ind AS financial statements of the Company, which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the standalone Ind AS Financial statements including a summary of the significant accounting policies and other explanatory information.

We do not express an opinion on the accompanying Ind AS financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section and Annexures of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

3. Basis for disclaimer of opinion a) During the year, the Company has incurred a Net loss of Rs. 4,620.86 lakhs resulting into negative net worth of Rs. 3,18,126.84 lakhs as at March 31, 2023. The net current liabilities stand at Rs. 3,25,664.80 lakhs as at the year end. Further we refer to Note 3 to the financial statements regarding a Corporate Insolvency Resolution Process (CIRP) initiated against the Company vide an order of the Mumbai Bench of National Company Law Tribunal (NCLT) dated May 14, 2018 under the provisions of Insolvency and Bankruptcy Code, 2016 (‘Code). Under the CIRP, Committee of Creditors (COC) in their meeting on June 24, 2021 voted in favour of Resolution Plan. NCLT vide its order dated February 3, 2022 approved the resolution plan, which was subsequently approved by National Company Law Appellate Tribunal (NCLAT) vide its order dated March 11, 2022.

As required under paragraph 1 of Schedule V read with paragraph 14 of Schedule I of the Resolution plan, the Company has applied for various approvals from various governing bodies viz. Reserve Bank of India (RBI) and Bombay Stock Exchange (BSE) as conditions precedent to the implementation of the resolution plan. The approval from RBI is yet to be received by the Company.

In view of the pending approval from RBI, the resolution plan is yet to be fully implemented and accordingly, balances in the financial statements are carried at values without giving complete effect of the resolution plan and recording the assets and liabilities at its fair values as per the resolution plan.

The Company has prepared the financial statements on a going concern basis. However, in view of the negative net worth and negative net current liabilities as at the year end and pending approval from the RBI, we are unable to comment on the ability of the Company to continue as a going concern for the foreseeable future.

The Ind AS financial statements, however, do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

b) We refer to Note 41 to the financial statements of the Company regarding balances in respect of trade receivables, advance for purchase of steel given, trade payables including MSME, various claims submitted to Resolution Professional pursuant to the CIRP against the Company, borrowings, loans & advances, advance from customers, book overdraft, bank balances and fixed deposits with banks, other deposits, taxes recoverable being subject to adequate documentation, confirmations and / or reconciliations and in the absence of alternative corroborative evidences, we are unable to comment on such balances.

c) We refer to Note 48 to the financial results of the Company regarding non revaluation of trade receivables and advances to trade payables denominated in foreign currency as required under Ind AS 21 ‘Effects of changes in Foreign Exchange rates, consequent impact on Expected Credit Loss as required under Ind AS 109 ‘Financial Instruments and taxation, if any, thereon.

4. emphasis of matter

We refer to Note 43 of the financial statements regarding search carried out at the Corporate Office premises by Central Bureau of Investigation (CBI) and Enforcement Directorate (ED) on July 07, 2022 and February 02, 2023 respectively 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.

5. Information other than the standalone Ind as Financial statements and auditors report thereon

As the corporate insolvency resolution process has been initiated in respect of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (‘the code) by the Mumbai bench of National Company Law Tribunal vide its order dated May 14, 2018, the powers of the Board of Directors stand suspended as per section 17 of the Code and such powers are being exercised by the Implementation and Monitoring Agency (IMA) authorized members effective from March 16, 2022 and Resolution Professional appointed by the National Company Law Tribunal by the said order under the provisions of the code upto March 15, 2022 (jointly referred to as ‘Company Management).

The Companys management are responsible for the other information. The other information comprises the information included in Companys Annual report but does not include the standalone Ind AS financial statements and our auditors report thereon. The other information is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

6. responsibility of the management and those Charged with Governance for the Financial statements

The Companys Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed 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 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 Ind AS 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, management is responsible for assessing the Companys 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.

Those Company Management are also responsible for overseeing the Companys financial reporting process.

7. auditors responsibilities for the audit of the Financial statements

Our responsibility is to conduct an audit of the Companys standalone financial statements in accordance with Standards on Auditing and to issue an auditors report. However, because of the matters described in the Basis for Disclaimer of Opinion section and Annexures of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

We are independent of the Company in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the Company.

8. report on other legal and regulatory requirements

As required by the Companies (Auditors Report) Order, 2020, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (‘the Order), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

a) We have sought and, except for the matters described in the Basis for Disclaimer of Opinion paragraph, 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, the Statement of Cash Flow and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) Except for the effects of the matters described in the Basis for Disclaimer of Opinion paragraph above, in our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act;

e) The matter described in the Basis for Disclaimer of Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

f) As more fully explained in Note 42 of the standalone financial statements, the erstwhile directors of the Company are disqualified from being appointed as directors in terms of Section 164(2) of the Act;

g) With respect to the other matters to be included in the Auditors 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 not in accordance with the provisions of section 197 read with Schedule V to the Act;

h) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion paragraph;

i) 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 B; and

j) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements (Refer note no. 34 and 46 to the Ind AS financial statements);

ii) There were no material foreseeable losses on any long-term contracts including derivative contracts; and

iii) The Company is required to transfer Rs. 9.78 lakhs to the Investor Education and Protection Fund. However, as per the explanations given to us, since the Company is undergoing CIRP, the transfer to said fund is not made.

iv) The management has represented that to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies) including foreign entities (intermediaries) with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 39(7) of the financial statements);

v) The management has represented that to the best of its knowledge or belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company to or in any other person(s) or entity(ies) including foreign entities (funding parties) with the understanding, whether recorded in writing or otherwise, that the Company shall, whether 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 39(8) of the financial statements);

vi) Based on the audit procedures considered reasonable and appropriate in the circumstances carried out by us, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) and

(ii) of Rule 11(e) as provided under clause (iv) and (v) above contain any material misstatements.

vii) The Company has not declared or paid any dividend during the year and as such the compliance of section 123 of the Act has not been commented upon.

viii) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For KhandelWal JaIn & Co.

Chartered aCCoUntants

ICaI Firm registration no. 105049W

rIshIKesh JoshI

Partner

membership no. 138738

Place : Mumbai

Date : June 12, 2023

UDIN – 23138738BGXAQW4601

Annexure – A to Independent Auditors Report

(referred to in paragraph 8 of the Independent auditors report of even date to the Implementation and monitoring agency (Ima) of Ushdev International limited on the Ind as financial statements as of and for the year ended march 31, 2023)

i) In respect of Companys Property, Plant & Equipment:

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

b) The Company has a regular program of physical verification to cover all the items of Property, Plant & Equipment in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, title deeds of immovable properties, are in the name of the Company except title deeds in case of one leasehold land (Gross Block Rs. 208.59 lakhs and Net Block Rs. 162.37 lakhs), which is in the name of the Company, is subject to obtaining approval from the requisite authorities.

d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no revaluation has been done by the Company of its property, plant and equipment or Intangible assets or both during the year.

e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988(45 of1988) and rules made thereunder.

ii) a) The Company does not have any inventory and hence, clause (ii) (a) of paragraph 3 of the order is not applicable.

b) The Company has availed working capital limits from banks in excess of Rs. 5 crores on the basis of security of current assets. A Corporate Insolvency Resolution Process (CIRP) has been initiated against the Company vide an order of the Mumbai Bench of National Company Law Tribunal (NCLT) dated May 14, 2018 under the provisions of Insolvency and Bankruptcy Code, 2016 (Code) and there has not been any periodical statement submitted by the Company during the year. Accordingly, we cannot comment as per the requirements of clause (ii)(b) of paragraph 3 of the order.

iii) a) According to the information and explanations given to us, during the year, the Company has not provided loans or advances in the nature of loans or stood guarantee or provided security to any other entity, and accordingly, reporting under sub-clause (a) of clause (iii) of paragraph 3 of the Order is not applicable to the Company.

b) According to the information and explanation given to us, the Company has not made any investments or provided any guarantee or given any security during the year and accordingly, reporting under sub-clause (b) of clause (iii) of paragraph of 3 of the Order is not applicable to the Company.

c) According to the information and explanations given to us, in respect of the loans or advances in the nature of loans granted by the Company, the schedule of repayment of principal and payment of interest has not been stipulated and accordingly, we are unable to comment on the regularity of repayment of principal and interest payments. However, Company has made provision for expected credit loss to cover the entire balance in respect of all the loans outstanding as at the year end.

d) According to the information and explanations given to us, in respect of loans or advances in the nature of loans, since there is no stipulation of repayment of principal or interest payment, we are unable to comment on the overdue status of these loans. However, Company has made provision for expected credit loss to cover the entire balance in respect of all the loans outstanding as at the year end. Further, as per the information and explanations given to us, in our opinion, reasonable steps have been taken by the Company for recovery of the said loans.

e) According to the information and explanations given to us, during the year, the Company has not provided, renewed or extended any loans or advances in the nature of loans and accordingly, reporting under sub-clause (e) of clause (iii) of paragraph of 3 of the Order is not applicable to the Company.

f) According to the information and explanations given to us, during the year, the Company has not provided loans or advances in the nature of loans and accordingly, reporting under sub-clause (f) of clause (iii) of paragraph of 3 of the Order is not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, during the year, Company has not advanced any loans, investments made and guarantees and security provided to any parties covered under section 185 and 186 of the Companies Act, 2013. Accordingly, reporting under clause (iv) of paragraph of 3 of the Order is not applicable to the Company.

v) According to the information and explanation given to us, the Company has not accepted any deposits which are covered under the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act. 2013. Accordingly paragraph 3 (v) of the Order is not applicable to the Company.

vi) As informed to us by the management, the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Act for the business activities carried out by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company. vii) a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Cess, Goods and Service Tax, duty of custom, duty of excise, Value Added Tax, and other material statutory dues, as applicable, with the appropriate authorities.

According to the records of the Company, there were no undisputed amounts payable in respect of above in arrears, as at March 31, 2023 for a period of more than six months from the date they became payable except Income Tax payable of Rs. 2,476.90 lakhs for the F.Y. 2015-16 and advance income tax of Rs. 7,100.00 lakhs for F.Y. 2019-20 remains unpaid for more than six months as at March 31, 2023 read with paragraph 3 ‘Basis for disclaimer of opinion in our main report. b) According to the records of the Company produced before us, details of disputed dues of income tax, sales tax, service tax, goods and service tax, duty of custom, duty of excise and cess which have not been deposited are as follows:

name of statute / nature of dues	amount (rs. in lakh )	IGN=RIGHT>Period to which amount relates	Forum where dispute is pending
Income Tax	1376.04	A.Y. 2009-10	Commissioner (Appeals) and ITAT
	129.07	A.Y. 2012-13	ITAT
	1,432.40	A.Y. 2013-14	Commissioner (Appeals)
	1,552.80	A.Y. 2014-15	ITAT
	7,594.85	A.Y. 2015-16	Commissioner (Appeals)
	6,273.84	A.Y. 2016-17	Appeal Pending
	298.23	A.Y. 2018-19
	3488.54	A.Y. 2019-20
Value Added Tax	5680.22	A.Y 2008-09	Joint Commissioner of Sales Tax
	8.89	A.Y 2010-11	Joint Commissioner of Sales Tax (Appeal)
	12,554.82	A.Y 2011-12	Joint Commissioner of Sales Tax
	189.69	A.Y. 2012-13	Joint Commissioner of Sales Tax
Central Sales Tax	1,160.09	A.Y. 2010-11	Joint Commissioner of Sales Tax (Appeal)
	11,304.30	A.Y. 2011-12	Joint Commissioner of Sales Tax
	18.69	A.Y 2012-13	Deputy Commissioner of Sales Tax
Goods and Service Tax	34.31	A.Y. 2018-19	Deputy Commissioner of State Tax, Maharashtra

viii) According to the information and explanations given to us and based on the records of the Company examined by us and management representation which we have relied upon, there are no unrecorded transactions in the books of accounts which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) and hence reporting under this clause is not applicable. ix) a) According to the records of the Company examined by us and the information and explanation given to us, as at the year end, the Company has defaulted in repayment of loans to banks. The Company has not borrowed any funds from financial institutions or government. The lender-wise details are as under:

Bank name	account type	nPa date	amount of default as at the balance sheet date
			( r s. in lakh )
	Cash Credit		4,554.75
Union Bank of India	LC Devolvement	04.10.2016	4,840.32
(Andhra Bank)	Interest upto Pre-CIRP		2,910.16
Allahabad Bank	Period Corporate Guarantee		4,594.54
	Cash Credit		9,397.55
Bank of Baroda.	LC Devolvement	04.10.2016	556.37
	Interest upto Pre-CIRP Period		1,696.24
Bank Of	Cash Credit Interest upto Pre-CIRP	08.12.2016	18,138.74
Maharashtra	Period		3,717.26
Canara Bank	Term Loan		1,165.45
	Corporate Guarantee		10,058.55
	LC Devolvement		15,398.50
Central Bank of India	Interest upto Pre-CIRP	09.03.2017	4,336.80
	Period Cash Credit		4,938.51
Bank of Baroda (Dena Bank)	LC Devolvement Interest upto Pre-CIRP	24.08.2016	13,184.72
	Period		5,358.32
ICICI Bank	Cash Credit / LC Devolvement	31.12.2016	22,973.70
	Interest upto Pre-CIRP Period		6,477.66
	Cash Credit		31,492.13
IDBI Bank	Interest upto Pre-CIRP	30.12.2016	12,369.30
Indian	Period Cash Credit		17,540.14
Overseas Bank	Interest upto Pre-CIRP	30.09.2016	3,646.34
Punjab	Period Cash Credit		14,335.41
National Bank	Corporate Guarantee		7,151.01
(Oriental Bank Of Commerce)	Interest upto Pre-CIRP	30.11.2016	2,786.57
	Period Cash Credit		75,442.24
State Bank of	Term Loan	02.10.2016	1,562.15
India	Interest upto Pre-CIRP		17,428.18
	Period Cash Credit		5,958.79
UCO Bank	Interest upto Pre-CIRP Period	31.10.2016	1,989.89

b) According to the information and explanations given to us and based on the audit procedures performed by us, we report that the Company is not declared as wilful defaulter by any bank or financial institution or other lender during the year (Refer Note 39(6) of the financial statements).

c) According to the information and explanations given to us, the Company has not raised or utilized any term loans during the year and hence, reporting under this clause (ix)(c) of paragraph 3 of the order is not applicable to the Company.

d) According to the information and explanations given to us and the procedures performed by us, we are of the opinion that the Company has not raised funds on short term basis and accordingly reporting under this clause is not applicable.

e) According to the information and explanations given to us and based on the records of the Company examined by us, during the year, 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 and accordingly, reporting under this clause is not applicable.

f) According to the information and explanations given to us and based on the records of the Company examined by us, the Company has not raised loans during the year on the pledge of the securities held in its subsidiaries, associates or joint ventures and hence, reporting under this clause is not applicable.

x) a) According to the information and explanations given to us and based on the records of the Company examined by us, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, reporting under (x) of paragraph 3 of the order is not applicable to the Company.

b) In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence, reporting under clause (x)(b) of paragraph 3 of the Order is not applicable to the Company.

xi) a) Based on the audit procedures performed for the purpose of reporting the true and fair view of the Financial Statements and as per the information and explanations given by the management, no fraud by the Company or on the Company has been noticed or reported during the year.

b) In our opinion and according to the information and explanations given to us, report under section 143(12) of the Companies Act as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with Central Government has not been filed by the Auditors in form ADT-4.

c) According to the information and explanations given to us and management representation which we have relied upon, we report that no whistle-blower complaints were received during the year by the Company.

xii) According to the information and explanations given to us and on the basis of examination of books of account and records of the Company, we report that the Company is not a Nidhi Company within the meaning of Section 406 of the Act. Accordingly, reporting under paragraph 3(xii)(a) to (c) of the Order is not applicable to the Company.

xiii) Except for the matters given under section ‘Basis for Disclaimer of Opinion in our main report, according to the information and explanations given to us and based on our examination of the records of the Company, transactions for the year with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

xiv) a) As per the information and explanations given by the management and on the basis of our examination of the records of the Company, the Company has not complied with the provisions of section 138 read with rule 13 of the Companies

(Accounts) Rules, 2014 with respect to an appointment of internal auditor for the year. b) The Company did not have an internal audit system for the period under audit and hence, reporting under clause (xv)(b) could not be made.

xv) According to the information, explanations given to us, based on our examination of the records of the Company and on the basis of representation of the management which we have relied upon, the Company has not entered into any non-cash transaction with directors or persons connected with him during the year and hence the provision of Section 192 of the Act is not applicable to the Company.

xvi) a) – c) Based on information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and hence, reporting under sub-clause (a), (b) and (c) of clause (xvi) of paragraph 3 of the Order is not applicable to the Company. d) As represented by the management which we have relied upon, the Group does not have any Core Investment Company (CIC) as per the definition contained in the Core Investment Companies (Reserve Bank) Directions, 2016 and hence, reporting under clause (xvi)(d) of the order is not applicable.

xvii) As per the information and explanations given by the management and on the basis of our examination of the records of the Company, the Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

xviii) There is no resignation by the statutory auditor of the Company during the year and accordingly, no comments are offered under this clause.

xix) During the year, the Company has incurred a Net loss of Rs. 4,620.86 lakhs resulting into negative net worth of Rs. 3,18,126.84 lakhs as at March 31, 2023. The net current liabilities stand at Rs. 3,25,664.80 lakhs as at the year end. Further we refer to Note 3 to the financial statements regarding a Corporate Insolvency Resolution Process (CIRP) initiated against the Company vide an order of the Mumbai Bench of National Company Law Tribunal (NCLT) dated May 14, 2018 under the provisions of Insolvency and Bankruptcy Code, 2016 ("Code"). Under the CIRP, Committee of Creditors (COC) in their meeting on June 24, 2021 voted in favour of Resolution Plan. NCLT vide its order dated February 3, 2022 approved the resolution plan, which was subsequently approved by National Company Law Appellate Tribunal (NCLAT) vide its order dated March 11, 2022.

As required under paragraph 1 of Schedule V read with paragraph 14 of Schedule I of the Resolution plan, the Company has applied for various approvals from various governing bodies viz. Reserve Bank of India (RBI) and Bombay Stock Exchange (BSE) as conditions precedent to the implementation of the resolution plan. The approval from RBI is yet to be received by the Company.

In view of the pending approval from RBI, the resolution plan is yet to be fully implemented and accordingly, balances in the financial statements are carried at values without giving effect of the resolution plan and recording the assets and liabilities at its fair values as per the resolution plan.

The Company has prepared the financial statements on a going concern basis. However, in view of the negative net worth and negative net current liabilities as at the year end and pending approval from RBI as above, we are unable to comment on the ability of the Company to continue as a going concern for the foreseeable future.

xx) a) According to the information and explanations given to us, during the year, the Company has fulfilled the criteria as specified under section 135(1) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. However, the required spent under section 135(5) of the Act is yet to be complied by the Company as at the end of the year. However, as per section 135(5) of the Act, the Company may transfer the remaining unspent amount in respect of other than ongoing projects, to a Fund specified in Schedule VII to the Companies Act, 2013 within a period of six months of the expiry of the financial year. However, the time period for such transfer i.e. six months of the expiry of the financial year as permitted under the second proviso to sub-section (5) of section 135 of the Act, has not elapsed till the date of our report.

b) According to the information and explanations given to us, Company does not have any ongoing project and accordingly, no unspent amount as required under sub section (5) of section 135 of Companies Act, 2013, has been transferred to special account in compliance with provision of sub section (6) of section 135 of the said Act.

For KhandelWal JaIn & Co.

Chartered aCCoUntants

ICaI Firm registration no. 105049W

rIshIKesh JoshI

Partner

membership no: 138738

Place : Mumbai

Date : June 12, 2023

Annexure – B to Independent Auditors Report

(referred to in paragraph 8(i) of the Independent auditors report of even date to the Implementation and monitoring agency of Ushdev International limited on the standalone Ind as financial statements for the year ended march 31, 2023) report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the act

We were engaged to audit the internal financial controls over financial reporting of Ushdev International Limited (‘the Company) as of March 31, 2023, in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

responsibility of the management and those Charged with Governance for Internal Financial Controls

The Companys 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 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 companys 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.

auditors responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report and inadequate documentation in relation to internal financial controls over financial reporting, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an opinion on the Companys internal financial controls over financial reporting based on our audit.

meaning of Internal Financial Controls over Financial reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting 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 standalone Ind AS 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 companys assets that could have a material effect on the standalone Ind AS financial statements.

Inherent limitations of Internal Financial Controls over Financial reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for disclaimer of opinion

According to the information and explanations given to us, since the corporate insolvency resolution process has been initiated in respect of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (‘the code) by the Mumbai bench of National Company Law Tribunal vide its order dated May 14, 2018, the Company has not established its internal financial control over financial reporting on criteria based on or considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

disclaimer of opinion

Because of the significance of the matter described in the Basis for Disclaimer Opinion paragraph in the main report and inadequate documentation, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2023. Accordingly, we do not express an opinion on the Companys internal financial controls over financial reporting.

We have considered the disclaimer reported above in determining the nature, timing and extent of audit tests applied in our audit of the Financial Statements of the Company for the year ended March 31, 2023, and the disclaimer has affected our opinion on the said Financial Statements of the Company and we have issued an Disclaimer of opinion on the Financial Statements of the Company.

For KhandelWal JaIn & Co.

Chartered aCCoUntants

ICaI Firm registration no. 105049W

rIshIKesh JoshI

Partner

membership no: 138738

Place: Mumbai

Date: June 12, 2023