Key Quantitative Figures

Financial Performance (Standalone FY 2025-26):

  • Gross Income: ₹90,61,580
  • Gross Profit before Finance Cost and Depreciation: ₹45,25,980
  • Finance Cost: ₹4,89,150
  • Depreciation: ₹30,400
  • Profit before exceptional items and tax: ₹40,06,430
  • Exceptional Items: ₹1,90,140
  • Profit Before Tax: ₹38,16,290
  • Profit After Tax: ₹38,16,290
  • Other Comprehensive Income: ₹23,36,810
  • Total Comprehensive Income: ₹61,53,100

Financial Performance (Consolidated FY 2025-26):

  • Revenue from Operations: ₹88,00,000
  • Other Income: ₹3,36,580
  • Total Income: ₹91,36,580
  • Profit Before Tax: ₹39,85,780
  • Tax Expense: ₹42,770
  • Profit After Tax: ₹39,43,010
  • Other Comprehensive Income: ₹23,36,810
  • Total Comprehensive Income: ₹62,79,820

Balance Sheet Position (as at 31st March 2026):

  • Equity Share Capital: ₹2,64,15,811 (26,415,811 shares of ₹1 each)
  • Other Equity: (₹9,31,254) deficit
  • Total Equity: ₹17,10,327
  • Reserves and Surplus: ₹1,71,03,270
  • Current Liabilities: ₹20,103,870

Director Shareholding:

  • Mr. Anil Kumar Modi: 102,251 shares
  • Mrs. Gangotri Guha: 29,000 shares
  • Mr. Prashant Jhawar: 134,220 shares

Dates of Action

  • AGM Date: 30th September 2026 at 1:00 PM through Video Conferencing
  • Register Closure: 24th September 2026 to 30th September 2026 (both days inclusive)
  • Remote e-Voting Period: 27th September 2026 (9:00 AM) to 29th September 2026 (5:00 PM)
  • Record Date: 25th September 2026 (cut-off date for voting rights)

Parties Involved

Regulators:

  • National Stock Exchange of India Ltd
  • Bombay Stock Exchange Limited
  • Securities and Exchange Board of India (SEBI)
  • Ministry of Corporate Affairs

Auditors:

  • Statutory Auditors: M/s BCAG & Associates, Chartered Accountants (appointed until AGM 2030)
  • Secretarial Auditor: M/s Prateek Kohli & Associates, Company Secretaries
  • Internal Auditor: Not named in document

Registrar and Transfer Agent:

  • M/s MCS Share Transfer Agents Limited

Depositories:

  • NSDL (National Securities Depository Limited)
  • CDSL (Central Depository Services Limited)

Business Transactions

Related Party Transactions (FY 2025-26):

  • Consultancy income from Usha Martin Ventures Limited: ₹15,00,000
  • Consultancy income from Usha Breco Limited: ₹71,00,000
  • Consultancy income from Redtech Network India Private Limited: ₹2,00,000
  • Consultancy expense to Usha Martin Education Private Limited: ₹2,00,000
  • Remuneration to Mr. Vinay Kumar Gupta (Whole-Time Director): ₹12,50,000

Outstanding Balances:

  • Dues payable to related parties: ₹1,27,76,230 (Usha Martin Education Private Limited)

Purpose and Rationale

AGM Agenda:

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for FY 2025-26

2. Adoption of Audited Consolidated Financial Statements for FY 2025-26

3. Re-appointment of Mrs. Gangotri Guha (DIN: 01666863) who retires by rotation

Special Business:

4. Re-appointment of Mr. Anil Kumar Modi (DIN: 00076129) as Independent Director for second term of 5 years

Director Reappointment Rationale:

Mr. Anil Kumar Modi was appointed as Independent Director for a term of 5 consecutive years and is eligible for reappointment for a second term of up to 5 consecutive years on passing of a special resolution. The Nomination and Remuneration Committee recommended his reappointment after evaluating his performance during his first term and considering his knowledge, acumen, expertise, experience, substantial contribution and time commitment.

Financial and Operational Impact

Capital Structure Impact:

  • No change in share capital during the year
  • Total shares outstanding: 26,415,811 equity shares of ₹1 each
  • Shares in dematerialized form: 97.84% (NSDL: 63.67%, CDSL: 34.19%)
  • Physical shares: 2.16%

Cash Flow Implications:

  • Net cash generated from operating activities: ₹46,28,200 (Standalone)
  • Net cash used in financing activities: ₹(50,47,980) due to repayment of loans from related parties
  • Cash and cash equivalents at year-end: ₹2,09,310

Subsidiary Information:

  • The Company has one subsidiary: Usha Martin Education Private Limited
  • The Company is exempted from annexing subsidiary accounts through general approval from MCA
  • Financial statements of subsidiary available for inspection at Registered Office

Governance and Compliance

Board Composition:

  • Total Directors: 6
  • Independent Directors: 3 (Mr. Manoj Kumar Vijay, Mr. Nipendra Kumar Sharma, Mr. Anil Kumar Modi)
  • Woman Director: 1 (Mrs. Gangotri Guha)
  • Executive Director: 1 (Mr. Vinay Kumar Gupta)

Board Meetings:

  • 4 meetings held during FY 2025-26 on: 23rd May 2025, 12th August 2025, 11th November 2025, 12th February 2026
  • All directors attended 3-4 meetings each

Committee Meetings:

  • Audit Committee: 4 meetings held
  • Nomination and Remuneration Committee: 1 meeting held
  • Stakeholders Relationship Committee: 4 meetings held

Auditor Reports:

  • Statutory Auditors: Unmodified opinion on financial statements
  • Secretarial Auditors: No qualifications, reservations or adverse remarks
  • Internal Financial Controls: Adequate and operating effectively

Additional Information

Dividend:

  • No dividend recommended for FY 2025-26

Corporate Social Responsibility:

  • Company does not fulfill criteria for CSR contribution

Share Transfer System:

  • Shares are compulsorily traded in dematerialized form
  • Physical transfers processed and approved by Registrar and Transfer Agent
  • Committee of Board members approves share transfers fortnightly

Market Price Data (FY 2025-26):

  • High: ₹7.11 (October 2025)
  • Low: ₹3.51 (March 2026)