Notes to Accounts of Usha Martin Education & Solutions Ltd.

Mar 31, 2025

d) There has been no movement in number of shares outstanding at the beginning and at the end of reporting period.

e) The Company has only one class of issued shares i.e. ordinary equity shares having par value of ''1 per share. Each holder of ordinary shares is entitled to one vote per share and equal right for dividend. No preference and/or restrictions on distribution of dividend and repayment of capital is attached to the above shares.

27 Earnings Per Share

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

28 Employee BenefitsA. Defined benefit plans

The Company has a defined benefit gratuity plan. The scheme is funded by plan assets. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month''s salary for each year of completed service at the time of retirement/exit.

29 Leases where company is a lessee

The Company has entered into an Operating lease agreement with M/s Redtech Network India private limited on April 1, 2024 for 11 months

The lease has been taken for office premises approx 200 sq.ft., the rent paid for which is 3,390 p.m.

*The company has not entered into any sale or lease back transaction.

31 Segment reporting

A . Identification of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company''s Chief Operating Decision Maker ("CODM") to make decisions for which discrete financial information is available. The Company''s chief operating decision maker is the Chairman & Whole Time Director. ''The Board of directors monitors the operating results of all product segments separately for the purpose of making decisions about resource allocation and performance assessment based on an analysis of various performance indicators by business segments and geographic segments.

B . Segment revenue and expenses:

It has been identified to a segment on the basis of relationship to operating activities of the segment.

The Company generally accounts for intersegment sales and transfers at cost plus appropriate margins.

Intersegment revenue and profit is eliminated at group level consolidation.

Finance income earned and finance expense incurred are not allocated to individual segment and the same has been reflected at the Company level for segment reporting as the underlying instruments are managed on a group.

C . Segment assets and liabilities:

Segment assets and segment liabilities represent assets and liabilities of respective segments, however the assets and liabilities not identifiable or allocable on reasonable basis being related to enterprise as a whole have been grouped as unallocable.

The accounting policies of the reportable segments are same as that of Group''s accounting policies described.

No operating segments have been aggregated to form the above reportable operating segments. Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

* Usha Martin Education & Solutions Limited is engaged in educational management services and does not have any other segment of business.

32 Fair values of financial assets and financial liabilities

The fair value of other current financial assets, cash and cash equivalents, trade receivables, trade payables, and other financial liabilities approximate the carrying amounts because of the short term nature of these financial instruments.

The amortized cost using effective interest rate (EIR) of non-current financial assets consisting of security is not significantly different from the carrying amount.

Financial assets that are neither past due nor impaired include cash and cash equivalents, security deposits and othe financial assets.

For want of requisite feedback from Companies where the Company holds investments, no exercise of valuation of shares could be undertaken.

Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

•Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

33 Financial risk management objectives and policies

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company''s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

A. Market Risk

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 equityprice risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.

B. 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. Credit risk arises principally from the Company''s receivables from deposits with landlords and other statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month''s operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does a proper financial and credibility check on the landlords before taking any property on lease and hasn''t had a single instance of non-refund of security deposit on vacating the leased property. The Company also in some cases ensure that the notice period rentals are adjusted against the security deposits and only differential, if any, is paid out thereby further mitigating the non-realization risk. The Company does not foresee any credit risks on deposits with regulatory authorities.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31, 2025 and March 31, 2024 is the carrying amounts as mentioned in respective notes.

C. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

34 Corporate social responsibility expense

The company is not eligible for CSR expenditure as per Section 135 read with Schedule VII of the Companies Act 2013.

35 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, convertible preference shares, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximize the shareholder value and to ensure the Company''s ability to continue as a going concern.

The Company has not distributed any dividend to its shareholders. The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of non-current borrowing which represents borrowings from related parties The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 and March 31,2024.

37 Revenue from operations

Indian Accounting Standard 115 Revenue from Contracts with Customers ("Ind AS 115"), establishes a framework for determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through a 5-step approach

i) Identify the contracts with customers;

ii) Identify separate performance obligations in the contract;

iii) Determine the transaction price;

iv) Allocate the transaction price to the performance obligations; and

v) Recognise revenue when a performance obligation is satisfied

38 Contingent liabilities

The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that probably will not require an outflow of resources or where a reliable estimate of the obligation cannot be made.

Income Tax authority has issued an order dated 1 2-09-2023 u/s 270A of the Act imposing a penalty of 82.80 lacs in connection with disclosure related to provision made for impairment of intangible asset for the financial year 2016-17 against which an appeal is lying with the Joint Commissioner of Appeals / Commissioner of IT(Appeals). The Company opine that the merit of the case under appeal is favourable to the Company.

39 Additional Regulatory Information as required under Schedule III of the Companies Act, 2013

(i) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(ii) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding, whether recorded in writing or otherwise, 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.

(iii) The Company has not received any fund from any person(s) or entity(ies), 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.

(iv) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(v) The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender.

(vi) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(vii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company does not have any transactions with companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

(ix) The Code on Social Security, 2020 ("the Code"), relating to employee benefits during employment and post-employment, received Presidential assent on September 28, 2020 and was published in the Gazette of India. The Ministry of Labour and Employment released draft rules on November 13, 2020. However, the effective date for implementation has not been notified as of the date of approval of these financial statements. The Company will evaluate the impact and make necessary disclosures/adjustments in the period in which the Code becomes effective.

40 All figures have been stated at ''. in thousands upto two decimals unless stated otherwise.

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Mar 31, 2024

(j) Provisions, contingent liability and contingent assets:

• Provisions are recognized only when there is a present obligation, as a result of past events and when a reliable
estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each
reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values,
where the time value of money is material.

• Contingent liability is disclosed for:

a. Possible obligations which will be confirmed only by future events not wholly within the control of the Company;
or

b. Present obligations arising from past events where it is not probable that an outflow of resources will be required
to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

• Contingent assets are neither recognized nor disclosed except when realization of income is virtually certain, related
asset is recognized

(k) Foreign currency transaction and translations:

Foreign currency transactions are recorded in the functional currency, by applying the exchange rate between the functional
currency and the foreign currency at the date of the transaction. Foreign currency monetary items outstanding at the
balance sheet date are converted to functional currency using the closing rate. Non-monetary items denominated in a
foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transactions.
Exchange differences arising on monetary items on settlement, or restatement as at reporting date, at rates different from
those at which they were initially recorded, are recognized in the Standalone Statement of Profit and Loss in the year in
which they arise.

(l) Operation segments:

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 is responsible for allocating resources and assessing performance
of the operating segments of the Company.

(m) Earnings per share:

Basic earnings per share are calculated by dividing the net profit for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings
per share, the net profit for the period attributed to equity shareholders and the weighted average number of shares
outstanding during the period is adjusted for the effects of all potentially dilutive equity shares.

(n) Borrowing Cost:

Borrowing cost consists of interest and other costs incurred in connection with the borrowing of funds and also include
exchange differences to the extent regarded as an adjustment to the same. Borrowing costs directly attributable to the
acquisition and/ or construction of a qualifying asset are capitalized during the period of time that is necessary to complete
and prepare the asset for its intended use or sale. A qualifying asset is one that necessarily takes substantial period of time
to get ready for its intended use. All other borrowing costs are charged to the Standalone Statement of Profit and Loss as
incurred.

(o) Cash & Cash equivalent:

For the purpose of the Standalone Statement of Cash Flows, cash and cash equivalents consist of cash and cheques in hand,
bank balances, demand deposits with banks where the original maturity is three months or less and other short-term highly
liquid investments net of outstanding bank overdrafts and cash credit facilities as they are considered an integral part of the
Company''s cash management.

(p) Taxes

Tax expense recognized in Standalone Statement of Profit and Loss comprises the sum of deferred tax and current tax except
the ones recognized in other comprehensive income or directly in equity. Current tax is determined as the tax payable in
respect of taxable income for the year and is computed in accordance with relevant tax regulations. Current income tax
relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income
or in equity).

(q) Significant management judgement in applying accounting policies and estimates uncertainty:

The preparation of the Company''s financial statements requires the management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities:

• Evaluation of indicators for impairment of assets

The evaluation of applicability of indicators of impairment of assets requires, the management to make an assessment of
several external and internal factors which could result in deterioration of recoverable amount of the assets.

• Recoverability of advances / receivables

At each balance sheet date, based on historical default rates observed over expected life, the management assesses the
expected credit losses on outstanding receivables and advances.

• Defined benefit obligation (''DBO'')

Management''s estimate of the DBO is based on a number of underlying assumptions such as standard rates of inflation,
mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact
the DBO amount and the annual defined benefit expenses.

• Provisions

At each balance sheet date basis the management judgment, changes in facts and legal aspects, the Company assesses the
requirement of provisions against the outstanding contingent liabilities. However, the actual future outcome may be different
from this judgement.

• Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, (refer note
37). By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The
assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgments
by management and the use of estimates regarding the outcome of future events.

• Fair value measurements

Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes
are not available) and share based payments. This involves developing estimates and assumptions consistent with how
market participants would price the instrument. The Company engages third party valuers, where required, to perform the
valuation. Information about the valuation techniques and inputs used indetermining the fair value of various assets,
liabilities and share based payments are disclosed in the notes to standalone financial statements.

• Useful lives of depreciable / amortizable assets

Management reviews its estimate of the useful lives of depreciable / amortizable assets at each reporting date, based on
the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may
change the utility of assets.

4 Recent pronouncements in IND AS notified effective from April 1st 2023.

IND AS: 12 Deferred Taxes

Paragraphs 15 and 24 of Ind AS 12, Income Taxes exempt an entity from recognising a deferred tax asset or liability in particular
circumstances. Despite this exemption, at the date of transition to Ind ASs, a first-time adopter shall recognise a deferred tax
asset—to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can
be utilised—and a deferred tax liability for all deductible and taxable temporary differences associated with:

(a) right-of-use assets and lease liabilities; and

(b) decommissioning, restoration and similar liabilities and the corresponding amounts recognised as part of the cost of the
related asset."

IND AS: 107 Financial Instruments

Presentation of Financial Statements, an entity discloses material accounting policy information. Information about the measurement
basis (or bases) for financial instruments used in preparing the financial statements is expected to be material accounting policy
information.

IND AS: 1 Presentation of Financial Statements

Ind AS 1 also requires entities to disclose, along with material accounting policy information or other notes, the judgements,
apart from those involving estimations, that management has made in the process of applying the entity''s accounting policies
and that have the most significant effect on the amounts recognised in the financial statements.

• Aforesaid amendment do not have material impact in the financial statements prepared for the current year.

For and on behalf of the Board of Directors

For G.Basu & Company

Firm Registration Number: 301174 E
Chartered Accountants

Partner" ^Maitra Gangotri Guha Director (DIN: 01666863)

^Membership Nl°. ⁰⁵⁴⁷²⁸ Vinay Kumar Gupta Whole-Time Director (DIN: 00574665)

^place : K^olkata Pinaki Ghosh Chief Financial Officer

Date : 27th May 2024

Sumeet Kumar Company Secretary (ACS - 35071)

UDIN :24054728BKGTP14496

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Mar 31, 2015

1. SHARE CAPITAL

a) There has been no Movement in number of shares outstanding at the beginning and at the end of reporting period

b) The Company has only one class of issued shares i.e. ordinary equity shares having par value of 1 per share. Each holder of ordinary shares is entitled to one vote per share and equal right for dividend. No preference and/or restrictions on distribution of dividend and repayment of capital is attached to the above shares.

c) There are no shares reserved for issue under option and contracts /commitments for sale of shares /disinvestment as at the Balance Sheet date.

d) i) No shares have been allotted or has been bought back by the Company during the period of five years preceding the date as at which the Balance Sheet is prepared.

ii) No convertible securities has been issued by the Company during the year.

iii) No calls are unpaid by any Director and Officer of the Company during the year.

2) During the year, the Company has utilized its working capital facility (Overdraft) of Rs. 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company.

3) Foreign Currency Earnings & Outgo: a) Expenditure in foreign currency :

2014-15 ( Rs. ) 2013-14 ( Rs. )

Listing Fees 174,975 213,650

4) Related Party Disclosures Pursuant to Accounting Standard 1 8 issued by The Institute of Chartered Accountants of India.

i) Related Parties

Name Relationship

Usha Breco Realty Limited. Substantial interest in voting power of the entity.

Usha Martin Limited. - do -

Usha Martin Education Private - do - Limited.

Usha Breco Limited - do -

Usha Breco Edutional Infrastructure - do - Limited

Redtech Network India Private - do - Limited.

Debjit Bhattacharya (Whole-time Key Managerial Personnel Director)

Vinay Kumar Gupta (Chief Financial Key Managerial Personnel officer)

Ranendranath Chakraborty (Company Key Managerial Personnel Secretary)

4) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

5) Sundry Balances Written off amounting to Rs. 18,89,510/- have been shown net of Sundry Balances Written back amounting to Rs. 6,70,521/- resultring in net Sundry Balances Written off amounting to Rs. 12,1 8,989/- shown in Statement of Profit & Loss.

6) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances (Dr. & Cr.) are subject to confirmation from the respective parties.

7) Previous year figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2014

1) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

2) Other income includes Prior period income of Rs. 1,41,917/- towards interest on income tax refund and planned assets.

3) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances (Dr. & Cr.) are subject to confirmation from the respective parties.

4) Previous year figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2013

1) During the year, the Company has utilized its working capital facility (Overdraft) of Rs. 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company.As on 31st March, 2013 there was no outstanding balance on the working capital facility as provided by IDBI Bank Ltd.

Figures in normal font relate to previous year

2) The Segment Information for the year ended 31st March,2013

I (a) The Company was giving disclosures under AS-17 i.e. Segment Reporting till the year ended 31st March, 2012. The same had been discontinued from the current year as there are practically no separate segments that need to be reported

The Company was engaged in two main business segments till 31st March, 2012: _ Software business and Consultancy comprising of software development and support services

_ Learning business comprising of learning solutions in the area of Technology & Management.

3) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

4) The Company has no amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) as at 31.03.2013. The disclosure as required under the said Act as under:

5) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances (Dr. & Cr.) are subject to confirmation from the respective parties.

6) Previous year figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2012

1) During the year, the Company has renewed its working capital facility(Overdraft) of Rs. 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company As on 31st March, 2012 there was no outstanding balance on the working capital facility as provided by IDBI Bank Ltd.

2) Power and Communication expenses include Rs.136,682 and Rs.3,370 respectively relating to earlier year.

3) Foreign Currency Earnings & Outgo

4) Related Party Disclosures Pursuant to Accounting Standard 18 issued by the Institute of Chartered Accountants of India.

i) Related Parties

Name Relationship

Usha Breco Realty Limited Substantial interest in voting power of the entity.

Usha Martin Limited - do -

Usha Martin Education Private Limited - do -

Usha Breco Limited - do -

Redtech Network India Private Limited - do -

Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel

5) The Segment information for the year ended 31st March, 2012

I a) The Company is engaged in two main business segments:

- Software business and Consultancy comprising of software development and support services.

- Learning business comprising of learning solutions in the area of technology & Management.

b) During the year there were no inter-segment revenues.

6) The Company has unabsorbed depreciation and carried forward losses available for set off under the income-tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognised in the accounts on prudent basis.

7) The Company has no amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) as at 31.03.2012. The disclosure as required under the said Act as under:

a) Principal amount due to suppliers under MSMED Act Nil

b) Interest due to suppliers as above Nil

c) Any payment made to suppliers beyond appointed date(under Section 16 of the Act) Nil

d) Interest due and payable to suppliers under MSMED Act Nil

e) Interest accrued and remaining unpaid as at 31.3.2012 Nil

f) Interest remaining due and payable as per section 23 of the Act Nil

8) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances(Dr. & Cr.) are subject to confirmation from the respective parties.

9) Previous year figures have been regrouped/rearranged wherever necessary.

Notes: 1. The above Cash flow Statement has been prepared under the indirect method as set out in the Accounting Standard - on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2. Notes referred to above form on integral part of the Cash Flow Statement.

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

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Mar 31, 2011

1) Note on Diminution in value of Investment and consequent reduction in Capital:

Pursuant to the Special Resolution passed at the Extra-ordinary General Meeting held on 23rd December, 2009, for utilization of Securities Premium Account, Capital Redemption Reserve and Equity Share Capital for diminishing the value of Investments, its subsequent approval by the Honble High Court at Calcutta vide its order dated 6th April, 2010 and issue of fresh certificate of Registration on 4th May, 2010 by the Registrar of Companies West Bengal, the issued, Subscribed and paid up Equity Share Capital stands reduced and value of Investments as on 31st March,2011 stands revised accordingly.

2) In the year 2002 the Company had made an investment of Rs.46,935,900 consisting of 990,000 Equity Shares of Rs.10 each in eSamsung UMIT Infotech Limited. Since eSamsung UMIT Infotech Limited did not perform as per Company expectations and the management was of the opinion that no sum was recoverable from eSamsung UMIT Infotech Limited, the Company had fully provided for diminution in the value of investment in the year 2003. During the year as per agreement with the buyer, the said Investment has been sold at Rs. 49,500. The resulting loss has been adjusted with the Provision existing in the Accounts and the excess Provision of Rs. 49,500 has been written back during the year.

3) During the year the Company has obtained working capital facility (Overdraft) of Rs. 50 lacs from IDBI Bank Ltd, secured by first charge by way of hypothecation of all the current assets, both present and future, of the Company. The above loan is also collaterally secured by first charge by way of hypothecation of movable fixed assets of the Company. As on 31st March, 2011 there was no outstanding balance on the working capital facility as provided by IDBI Bank Ltd.

4) Power and Fuel expenses of Rs. 3,079,561 includes Rs. 157,908 relating to earlier year.

5) Related Party Disclosures Pursuant to Accounting Standard 18 issued by The Institute of Chartered Accountants of India.

(i) Related Parties Relationship Name

Usha Breco Realty Limited, Substantial interest in voting power of the entity.

Usha Martin Limited. - do -

Usha Martin Education Pvt. Limited. - do -

Usha Breco Limited - do -

eSamsung UMIT Infotech Limited - do -

Bonsai Network India Private Limited. - do-

Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel

6) The Segment Information for the year ended 31st March,2011

I (a) The Company is engaged in two main business segments:

Software business and Consultancy comprising of software development and support services. Learning business comprising of learning solutions in the area of Technology & Management.

(b) During the year there were no inter-segment revenues.

7) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

8) The Company has no amounts due to suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) as at 31.03.2011. The disclosure as required under the said Act as under:

9) Balances of Sundry Debtors, Sundry Creditors and Loans and Advances (Dr. & Cr.) are subject to confirmation from the respective parties.

10) Previous year figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2010

1. The Company has certain unquoted long term strategic investments [year -end aggregate book value Rs. 5450 lacs (refer Schedule D)] in Usha Communications Technology Limited, British Virgin Island and its subsidiary [Ushacomm India Private Limited merged into Bonsai Network India Pvt. Ltd. vide Honble Calcutta High Court Order dated 22-02-2008] which develop and provide software solutions for billing and customer care to the telecom industry. During the current year the Company has invested Rs. 35.75 lacs in its wholly owned subsidiary Usha Martin Education Pvt .Ltd. which caters to the assorted needs of education industry.

2. Note on Diminution in value of Investment and consequent reduction in Capital:

The Company at an Extra-ordinary General Meeting held on 23rd December 2009, had approved by a Special Resolution, utilization of Securities Premium Account, Capital Redemption Reserve and Equity Share Capital for diminishing the value of Investments as under:

The Company had filed a petition before the Honble High Court at Calcutta under Sections 78, 80, 100, 101, 102 and 103 of the Companies Act, 1956, for confirmation of the above mentioned Resolution of the Company. On 6th April 2010, the Honble High Court at Calcutta has sanctioned the petition. The Registrar of Companies, West Bengal has issued Certificate of Registration on 4* May, 2010. Consequently the value of Investments of the Company shall stand revised to the values as shown above.

3. Related Party Disclosures Pursuant to Accounting Standard 18 issued by The Institute of Chartered Accountants of India.

(i) Related Parties .

Name Relationship

Usha Communications Technology Limited, Substantial interest in

British Virgin Islands voting power of the entity.

Usha Martin Ltd. -do-

Usha Martin Education Pvt. Ltd. -do-

ESamsung UMIT InfoTech Limited -do-

Bonsai Network India Private Limited. -do-

Debjit Bhattacharya (Whole-time Director) Key Managerial Personnel

4. The Segment Information for the year ended 31st lMarch,2010

I (a) The Company is engaged in two main business segments:

-Software business and Consultancy comprising of software development and support services -Learning business comprising of learning solutions in the area of Technology & Management. (b) During the year there were no inter-segment revenues.

5. (a) The Company has unabsorbed depreciation and carried forward losses available for set off under the Income- tax Act, 1961. However, in view of inability to assess future taxable income, the extent of net deferred tax assets which may be adjusted in the subsequent years, is not ascertainable with virtual certainty at this stage and accordingly the same has not been recognized in the accounts on prudent basis.

6. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31 st March, 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. Defined Benefit Plans / Long Term Compensated Absences - as per Actuarial Valuations as on March 31, 2010 and recognized in the financial statements in respect of Employee Benefit Schemes.

8.Balances of Sundry Debtors,Sundry Creditors and Loans &Advances (Dr.&Cr.)are subject to confirmation from the respective parties.

9.Previous year figures have been regrouped /rearranged wherever necessary.