TO THE MEMBERS

Your Directors have pleasure in presenting the 27th Annual Report, together with the Audited Statement of Accounts of the Company for the financial year ended 31 st March, 2024.

Financial Results

Financial Review

During the Financial Year ended 31st March 2024, your company recorded standalone revenue of ' 91,70,382/- and the

Consolidated revenue for the current financial year is ' 1,01,24,555/-

Dividend

Your Directors do not recommend any dividend for the current financial year.

Reserve and Surplus

The balance of Reserves and Surplus, as at 31st March, 2023 stands at '11,05,36,605 Change in nature of Business

There is no change in the nature of the business of the Company during the financial year.

Subsidiary, Associate & Joint Venture Companies

The Company is exempted from annexing accounts and other documents pertaining to subsidiary, through the general approval from Ministry of Corporate Affairs, Government of India, vide their letter no. 47/07/2011 -CL-III dated 20^th January 2011. However, the financial statements of the subsidiary company (i.e., Usha Martin Education Private Limited) and other detailed information will be made available to the members seeking such information at any point of time. The financial statement of the subsidiary company will also be available for inspection at the Registered Office of the Company as well as at the Registered Office of the subsidiary.

The Company does not have any Associate or Joint venture Company.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiary company, as approved by its Board of Directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) - Consolidated Financial Statements as notified under Section 129 (3) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as applicable. Further, the Consolidated Financial Statements are also presented in accordance with Regulation 34 of the SEBI (Listing Obligation and Disclosures Requirement) Act, 2015 entered into with the stock exchanges where the shares of the company are listed.

Public Deposit

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments:

The company has not given any loans or guarantees covered under the provisions of section 1 86 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

Internal Control Systems and their adequacy:

Company is equipped with a proper and adequate system of internal controls for maintaining proper accounting cost control and efficiency in operation. Company has developed documented procedures and various methods as follows:-

• Proper Delegation of power to de-centralize the whole operation for making it more dynamic.

• Preparation of annual budget for targets for business growth which is continuously monitored throughout the year.

• Financial control & approval based on budget allocation.

The Company also has adequate system to ensure that all of its assets are safeguarded and protected against loss from unauthorized use or disposition, and transactions are authorized, recorded, and reported correctly. The internal control system is supplemented by internal audits, review by management, documented policies and procedures.

Corporate Social Responsibility

Your Company does not fulfill the criteria for making contribution towards corporate social responsibility as directed by The Companies (Corporate Social Responsibility Policy) Rule, 2014. However, as a responsible entity of the country we respect society value and make endeavor to contribute for the social cause as far as possible.

Directors

• None of the Directors of the Company are disqualified as per the applicable provisions of the Act.

• Declaration of Independence

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act.

The Independent Directors have also confirmed that they have registered their names in the data bank of Independent Directors as being maintained by Indian Institute of Corporate Affairs (IICA) in terms of the Rule 6 of the Companies Appointment and Qualification of Directors) Rules, 2014 (as amended).

The Board of Directors confirm that the Independent Directors appointed during the year also meet the criteria of expertise, experience and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

• Board Evaluation:

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of performance of the individual directors. According to the Board Evaluation policy, a comprehensive evaluation was done to assess the Board's performance as well as working of all its committees in its first Board Meeting held after the end of Financial Year 2023-24. The evaluation also included personal evaluation of individual Directors. The Directors provided their opinion and feedback on the questionnaire on secret ballot.

The Board noted the outcome of the evaluation and expects better governance in the Board's working for the coming period.

• Remuneration Policy

The earlier Remuneration Committee of the Company was renamed as The Nomination and Remuneration Committee. The Committee has been re-constituted in line with the provisions of Regulation 19 of the SEBI (Listing Obligation and Disclosures Requirement) Act, 2015 and also meets the requirement of Section 178 of the Companies Act, 2013.

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration.

• Meetings:

Details of the various meetings held during the financial year 2023-24 have been given in the Corporate Governance Report.

Key Managerial Personnel

During the year under review, pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Vinay Kumar Gupta, Whole Time Director, Mr. Pinaki Ghosh, Chief Financial Officer and Mr. Sumeet Kumar, Company Secretary.

Mr. Pinaki Ghosh was appointed as Chief Financial Officer with effect from 11 th August, 2023 and Mr. Indrajit Bandyopadhyay resigned from the post of CFO w.e.f 21st July, 2023. During the year, there have been no other changes in the Key Managerial Personnel of the Company.

Details pertaining to the remuneration of KMPs employed during the year have been provided in the Annual Return.

Corporate Governance

Your Company recognizes the importance of good Corporate Governance in building stakeholders' confidence, improving investor protection and enhancing long-term enterprise value. A report on Corporate Governance is annexed.

CEO / CFO Certification

The Whole-time Director and CFO of the Company have submitted a certificate to the Board as required under Regulation 17 (8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for the year ended 31 st March 2024.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, the Directors confirm:

(i) That in preparation of the accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 st March 2024 on a 'going concern' basis.

v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such

system were adequate and operating effectively.

Auditors & their Audit Report

M/s G Basu & Co., Chartered Accountant were appointed as the statutory auditors of the Company for a term upto the 23rd Annual General Meeting of the Company i.e upto the financial year 2019-20.

Keeping in view their performance and the guidance provided by them, the Board of Directors thought it prudent to re-appoint them for another terms of 5 years, which was in accordance with the provisions of Companies Act, 2013. Accordingly, the members of the Company, at the 23 rd Annual General Meeting of the Company held on 21st September 2020, had re-appointed M/s G Basu & Co. for a further term of 5 years upto the conclusion of the Annual General Meeting to be held in 2025.

The reports given by the Auditors, M/s. G Basu & Co., Chartered Accountants on the standalone and consolidated financial statements of the Company for the year ended 31 st March, 2024 form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143( 12) of the Act. Particulars of Employees

At your Company, the management believes and affirms the importance of development of human resources, which is most valuable and key element in bringing all round improvement and achieving growth of the business. We are proud to have a successful relationship philosophy at all level, which focuses on finding solutions through dialogue in a spirit of open work culture and constructive team work. This has enabled us to maintain a cordial and peaceful work environment throughout.

The ratio of remuneration of Median Employee to that of the Whole time Director is 2:1 as at 31st March 2024. No other Directors get any remuneration from the Company except the Board sitting fees, which is Rs. 2,000 per meeting.

There was no increase in the salary of the Whole time Director and a nominal increase in the salaries of the employees of the Company.

Related Party Transactions

The Board has adopted a Related Party Transaction Policy for the Company at its meeting held on 29th January 2015. However, during the financial year 2021-22, SEBI has formulised a Related Party Transaction Policy that has to be complied by all the listed Companies with effect from the start of the Financial Year 2023-24. The Board has accordingly re-organised and re-formulated the already existing Related Party Transaction Policy of the Company which is effective with effect from 1 st April 2022. The Company has entered into related party transactions, details of which form part of the Annual Accounts of the Company.

Energy, Technology and Foreign Exchange Earning and Outgo

The nature of the Company's business does not require involving any type of energy consumption or adaptation of any technology. The particulars required to be furnished under Rule 8 of the Companies (Accounts) Rules, 2014:

(i) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(ii) Foreign Exchange earnings and outgo are as under:

Earnings : Rs. 12,27,787/-

Outgo : NIL

Vigil Mechanism / Whistle Blower Policy:

The Vigil Mechanism policy is formulated to provide opportunity to all the employees to access in good faith, to the Audit Committee of the Company in case they observe any unethical and improper practice or behaviour or wrongful conduct in the Company and to prohibit managerial personnel from taking adverse personnel action against such employee.

Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India

Audit Committee

All recommendations made by the Audit Committee during the year were accepted by the Board.

Significant and Material Orders

There are no significant/ material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by/against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended).

Environment

Though the Company's operations are not inherently polluting in nature, the Company continues to take adequate precautions to comply with all regulatory measures in this regard at all the educational premises and sites, so that no harm would cause to the society and the nature at a large.

Declaration on compliance with code of conducts

The Board has formulated a Code of Conducts for the Board Members and Senior Management of the Company, which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

Prevention of Insider Trading:

The Company already had a structured Code of Conduct for Prevention of Insider Trading Policy since long back, with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code has been further streamlined to keep parity with the new Companies Act, 2013 and the newly enacted SEBI (Prohibition of Insider Trading) Amendment Regulation, 2019.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees, who hold any shares in the Company, have confirmed compliance with the Code. Secretarial Audit & their report

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Prateek Kohli, Partner of M/s Prateeek Kohli & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A".

According to Regulation 24A of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, a Secretarial Audit Report of the Subsidiary Company is required to annexed with the Directors' Report. Accordingly, a Secretarial Audit Report of the wholly owned subsidiary of the Company viz. Usha Martin Education Private Limited is attached herewith as "Annexure B".

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Extract of Annual Return:

A copy of the Draft Annual Return is uploaded on the website of the company at www.umesl.co.in Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has adopted a Risk Management Policy. The Board identified some risks that may affect the business of your Company and segregated them in various categories. Based upon such categorization Board has directed the Management to adopt and follow certain preventive steps.

Board reviews the risks periodically.

Compliance Certificate

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Schedule (V) (E ) of the SEBI (Listing Obligation and Disclosures Requirement) Act, 2015 is attached to this Report.

Opening of Suspense Escrow Demat Account

In accordance with recent SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January 2022, a separate Suspense Escrow Demat Account has been opened with a Depository Participant for crediting unclaimed shares in dematerialised form lying in the Company's Demat Suspense Account at present.

Proceeding under the Insolvency & Bankruptcy Code, 2016

No application / proceeding by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on 31 st March, 2024.

One Time Settlement with the Banks of Financial Institutions

No One time settlements with Banks or Financial Institutions were entered during the year

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, customers, vendors, bankers, and other business constituents for their support during the year under review. Your Directors also wish to place on records their deep sense of appreciation for the commitment displayed by all employees during the year