Shareholders meeting

Usha Martin Education & Solutions Limited Godrej Waterside, 12th Floor, Tower-II Unit No: 1206, Block – DP, Sector – V Salt Lake City, Kolkata – 700 091 Tel: +91 33 6810 3700 Website: www.umesl.co.in CIN-L31300WB1997PLC085210 8th September, 2026 The Secretary The Secretary National Stock Exchange of India Ltd Bombay Stock Exchange Limited Exchange Plaza, Floor 25, Phiroze Jeejeebhoy Towers, Plot No. C/1, G Block, Dalal Street Bandra Kurla Complex, Mumbai – 400 001 Bandra ( East), Mumbai – 400 051 Dear Sir, Sub: 1. Notice of the 29th Annual General Meeting and Annual Report for FY 2025-26 2. Closure of Register of Members and Share Transfer Books In terms of Regulation 30 and 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith Notice of the 29th Annual General Meeting (AGM) of the Company and Annual Report for the FY 2025-26. In accordance with relevant circulars issued by the Ministry of Corporate Affairs and SEBI, the aforesaid documents are being dispatched electronically to those members whose email i.d is registered with the Company/Depository Participants. The Notice of AGM and Annual Report is also available at the website of the Company. Further, the register of Members and Share Transfer Books of the Company will remain closed from 24th September, 2026 to 30th September, 2026 (both days inclusive) for the purpose of 29th AGM of the Company. Thanking you, Yours truly For Usha Martin Education & Solutions Limited SUMEET KUMAR CS & Compliance Officer ANNUAL REPORT 25 - 26 USHA MARTIN EDUCATION & SOLUTIONS LIMITED USHA MARTIN EDUCATION & SOLUTIONS LIMITED NOTICE TO THE MEMBERS NOTICE is hereby given that the 29th Annual General Meeting (“AGM”) of the members of Usha Martin Education & Solutions Limited (“the Company”) will be held on Wednesday, the 30th day of September, 2026 at 01:00 P.M. through Video Conferencing (“VC”)/other Audio Visual means (“OAVM”) to transact the following business: Ordinary Business(s): 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2026, and the reports of the Board of Directors’ and Auditors’ thereon. 2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2026, and the reports of the Board of Directors’ and Auditors’ thereon. 3. To appoint a director pursuant to Section 152(6) of the Companies Act, 2013, in place of Mrs. Gangotri Guha (DIN: 01666863), who retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment as director of the Company. Special Business: 4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013, (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”) and other applicable laws [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Anil Kumar Modi (DIN: 00076129) who holds office as an Independent Director and who being eligible for re-appointment for the second term as an Independent Director of the Company has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the rules made thereunder and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director of the Company, as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years on the Board of the Company. By Order of the Board of Directors Registered Office: Sd/- Godrej Waterside, 12th Floor, Block - DP Sumeet Kumar Sector V, Salt Lake, Kolkata - 700091 Company Secretary Dated: 27th May, 2026 Memb No. A35071 Notes: 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (as amended) (the “Act”) and Secretarial Standard on General Meetings (Revised) – 2 (the “SS-2”), issued by the Institute of Company Secretaries of India (‘ICSI’) relating to Special Businesses to be transacted at the Meeting which the Board of Directors have considered and decided to include as Special Business and which are unavoidable in nature, are annexed hereto. The said Statements also contain the recommendation of the Board of Directors of the Company in terms of Regulation 17(11) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the “Listing Regulations”). Additional disclosures, pursuant to the requirements of SS-2 and Regulation 36 of the Listing Regulations, in respect of the directors seeking appointment / re-appointment form part of this Notice convening the 29th Annual General Meeting (AGM/ Meeting) of the Company (the “Notice”). 2. The Ministry of Corporate Affairs, (“MCA”) has permitted conducting of Annual General Meeting (“AGM”) through VC or OAVM. In this regard, MCA issued Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020, Circular No. 21/2021 dated December 14, 2021, Circular No. 2/2022 dated May 5, 2022 and Circular No. 10/2022 dated December 28, 2022 (collectively referred to as “MCA Circulars”), prescribing the procedure and manner of conducting the AGM through VC / OAVM. The Securities and Exchange Board of India (“SEBI”) also vide its Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, has provided certain relaxations from compliance with certain provisions of the Listing Regulations. In compliance with the applicable provisions of the Companies Act, 2013 (“the Act”), MCA and SEBI Circulars / Listing Regulations the Board of Directors has approved conducting of the 27th Annual General Meeting (AGM) of the Company through VC/OAVM. The procedure for participating in the Meeting through VC/OAVM is explained herein below. Participation of the Members through VC / OAVM will be reckoned for the purpose of quorum for the AGM as per Section 103 of the Act. Further, the deemed venue for the AGM shall be the Registered Office of the Company. 3. IN TERMS OF THE MCA AND SEBI CIRCULARS MENTIONED HEREINABOVE, THE REQUIREMENT OF SENDING PROXY FORMS TO HOLDERS OF SECURITIES AS PER PROVISIONS OF SECTION 105 OF THE ACT READ WITH REGULATION 44(4) OF THE LISTING REGULATIONS, HAS BEEN DISPENSED WITH. THEREFORE, THE FACILITY TO APPOINT PROXY BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND CONSEQUENTLY, THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED TO THE NOTICE. However, in pursuance of Section 113 of the Act and Rules made thereunder, the institutional/ corporate members are entitled to appoint their authorised representatives for the purpose of voting through remote e-voting or for the participation and e-voting during the AGM, through VC or OAVM. In this regard, they are required to send scanned copy (PDF / JPG Format) of the relevant Board Resolution authorising their representative to vote on their behalf, to the Scrutinizer through e-mail at cspkohli@gmail.com with the subject line “Usha Martin Education & Solutions Limited – 29th AGM” with a copy marked to mcssta@rediffmail.com. ANNUAL REPORT 25 - 26 [Showing first 8,000 characters — download PDF for full document]