We have audited the accompanying standalone financial statements of Usha Martin Education & Solutions Ltd. ("the Company")
which comprise the balance sheet as at 31 st March 2024, and the statement of Profit and Loss (including other comprehensive
income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information (herein after referred to
as "the standalone financial statements).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards ('Ind AS') specified under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules 2015 and other accounting principles generally accepted in India, of the state of affairs
of the Company as at 31 st March, 2024, and its profit, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143 (10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our audit opinion on the stand alone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our nancial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key Audit Matter
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Auditor's Response
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Sr. No.
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Principal Audit Procedures
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1
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Accuracy of recognition, measurement, presentation
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We assessed the Company's process to identify the impact of
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and disclosures of revenues and other related
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adoption of the new revenue accounting standard.
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balances in view of adoption of Ind AS 115
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Our audit approach consisted testing of the design and
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"Revenue from Contracts with Customers" (new
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operating effectiveness of the internal controls and substantive
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revenue accounting standard)
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testing as follows:
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The application of the new revenue accounting
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Evaluated the design of internal controls relating to
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standard involves certain key judgements relating
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implementation of the new revenue accounting standard.
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to identification of distinct performance obligations,
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Selected a sample of continuing and new contracts, and
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determination of transaction price of the identified
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tested the operating effectiveness of the internal control,
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performance obligations, the appropriateness of
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relating to identification of the distinct performance
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the basis used to measure revenue recognized over
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obligations and determination of transaction price. We
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a period. Additionally, new revenue accounting
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carried out a combination of procedures involving enquiry
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standard contains disclosures which involve
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and observation, re-performance and inspection of
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collation of information in respect of disaggregated
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evidence in respect of operation of these controls.
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revenue and periods over which the remaining
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Tested the relevant information technology systems' access
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performance obligations will be satisfied
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and change management controls relating to contracts and
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subsequent to the balance sheet date.
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related information used in recording and disclosing revenue
in accordance with the new revenue accounting standard.
Selected a sample of continuing and new contracts and
performed the following procedures:
Read, analyzed and identified the distinct perform -
ance obligations in these contracts.
Compared these performance obligations with that
identified and recorded by the Company.
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Sr. No.
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Key Audit Matter
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Auditor's Response
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Considered the terms of the contracts to determine the
transaction price including any variable consideration
to verify the transaction price used to compute revenue
and to test the basis of estimation of the variable
consideration.
Samples in respect of revenue recorded for time and
material contracts were tested using a combination of
approved time sheets including customer acceptances,
subsequent invoicing and historical trend of collections
and disputes.
In respect of samples relating to fixed price contracts,
progresstowards satisfaction of performance obligation
used to compute recorded revenue was verified with
actual and estimated efforts from the time recording and
budgeting systems. We also tested the access and change
management controls relating to these systems.
Sample of revenues disaggregated by type and service
offerings was tested with the performance obligations
specified in the underlying contracts.
Performed analytical procedures for reasonableness of
revenues disclosed by type and service offerings.
We reviewed the collation of information and the logic
of the report generated from the budgeting system used
to prepare the disclosure relating to the periods over
which the remaining performance obligations will be
satisfied subsequent to the balance sheet date.
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2.
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Accuracy of revenues and onerous obligations in
respect of fixed price contracts involves critical
estimates
Estimated effort is a critical estimate to determine
revenues and liability for onerous obligations. This
estimate has a high inherent uncertainty as it
requires consideration of progress of the contract,
efforts incurred till date and efforts required to
complete the remaining contract performance
obligations.
Refer Notes to the Standalone Financial
Statements.
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Principal Audit Procedures
Our audit approach was a combination of test of internal controls
and substantive procedures which included the following:
Evaluated the design of internal controls relating to recording
of efforts incurred and estimation of efforts required to
complete the performance obligations.
Tested the access and application controls pertaining to
time recording, allocation and budgeting systems which
prevents unauthorized changes to recording of efforts
incurred.
Selected a sample of contracts and through inspection of
evidence of performance of these controls, tested the
operating effectiveness of the internal controls relating to
efforts incurred and estimated.
Selected a sample of contracts and performed a retrospective
review of efforts incurred with estimated efforts to identify
significant variations and verify whether those variations have
been considered in estimating the remaining efforts to
complete the contract.
Reviewed a sample of contracts with unbilled revenues
to identify possible delays in achieving milestones, which
require change in estimated efforts to complete the remaining
performance obligations.
Performed analytical procedures and test of details for
reasonableness of incurred and estimated efforts.
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3.
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Evaluation of uncertain tax positions &
Recoverability of advance tax.
Refer Notes to the Standalone Financial
Statements
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Principal Audit Procedures
Obtained details of completed tax assessments and demands
from management. Involvement of our internal experts hardly
found anything to challenge the management's underlying
assumptions in estimating the tax provision and recoverability
and advance tax.
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Sr. No.
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Key Audit Matter
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Auditor's Response
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4.
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Valuation of investments and impairment thereof:
(a) Non-Current Investments in Body Corporate;
Refer Notes to the Standalone Financial
Statements
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Held at cost.
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5
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Audit Trails related procedure: Maintenance of
audit trail is the primary responsibility of the
management and the Board of Directors to ensure
the audit trail is configured and enabled for the
identified software for assessing identification of
records and transactions
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Management has to inform the auditor outlining management
and monitoring of the various internal control points
Application of audit procedure on a test check basis and
evaluate management approach for identification of software
considered for audit trail and enquire from management for
evaluation relating to maintenance of audit trail.
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Information other than the Financial Statements and Auditor's Report thereon:
The Company's Board of Directors are responsible for the other information. The other information comprises the information
included in the Management Discussion and Analysis, Report on Corporate Governance and Directors' Report, but does not
include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management's and Those Charged with Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act")
with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position,
financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the accounting Standards specified 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 of 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 financial statement 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 Company's 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.
Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with Standard on Auditing, specified under section 143(10) of the Act, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness
of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to
continue as a going concern; and
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical require¬
ments regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) order, 2020 ('the Order') issued by the Central Government of India
in terms of Section 143(ii) of the Act, we give in the Annexure-2, a statement on the matters specified in paragraphs 3
and 4 of the order.
2. Further to our comments in Annexure 2, as required by section 143(3) of the Act based on our audit, we report, to
the extent applicable, that:
(a) We have sought and 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 financial statements dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of
the Act;
(e) On the basis of the written representations received from the directors as on 31 st March, 2024 taken on record by
the Board of Directors, none of the directors is disqualified as on 31 st March, 2024 from being appointed as a
director in terms of section 164(2) of the Act.
(f) We have audited the Internal Financial Controls over Financial Reporting (IFCOFR) of the company as on 31 st
March, 2024 with respect to the adequacy of the internal financial controls and the operating effectiveness of such
controls . Please refer to out separate Report in Annexure-1 wherein we have expressed an unmodified opinion;
(g) As required by section 197( 16) of the Act based on our audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the provisions of and limits laid down under section 197 read
with Schedule V to the Act.
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
the explanations given to us:
i. The Company has no pending litigation as at at 31 st March 2024.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses as at 31 st March 2024.
iii. There has been no amount required to be transferred to the Investor Education and Protection Fund by the
Company during the year ended 31 st March 2024;
iv. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced
or loaned or invested (either borrowed funds or share premium or any other sources or kind of funds) by the
Company or in any other persons or entities including foreign entities (intermediaries) with the understanding,
whether recorded in writing or otherwise, that the intermediary shall, directly or indirectly lend or invest in
other person or entities identified in any manner whatsoever ("ultimate Beneficiaries") by or on behalf of the
Company or provide any guarantee, security or the like on behalf of the ultimate Beneficiaries.
b) The management has represented that, to the best of its knowledge and belief, no funds have been received
by the Company from any person or entities, including foreign entities ("Funding parties"), with the
understanding whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever ("ultimate beneficiaries") by or on
behalf of the funding parties or provide any guarantee, security or the like on behalf of the
ultimate beneficiaries.
c) Based on the procedure performed that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under
sub-clause (i) and (ii) of Rule II(e ) contain any material misstatement.
v. The company has neither declared nor recommended or paid any dividend, interim or final, during or in respect
of financial year ended on 31.03.2024.
vi. Based on our examination which included test checks, observe that the company has used an accounting software,
i.e, Tally Prime with version no 2.1 for maintaining its books of account during the year, which has a feature of
recording audit trail (edit log) facility. Further, during the course of our audit we did not come across any instance
of audit trail feature being tampered with. For G Basu & Company
Place : Kolkata Firm Registration Number:301174E
Dated : 27th May, 2024 bartered ^wuntante
UDIN : 24054728BKGTPI4496 G°utam Moitm (Partner)
Membership No. 054728
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