Notes to Accounts of Usha Martin Education & Solutions Ltd.

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.