Directors Report of S Chand & Company Ltd.

Mar 31, 2025

Your Directors are pleased to present the 54^th Annual Report together with Audited Financial Statements of the Company for the
financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

Abridged Profit And Loss Statement	Consolidated		Standalone
	FY Ended	FY Ended	FY Ended	FY Ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	7,196.56	6,625.79	2,939.65	2,505.56
Other income	130.41	98.72	159.51	121.04
Total Revenue	7,326.97	6,724.51	3,099.16	2,626.60
Profit / (Loss) before finance cost, tax, depreciation and amortization, (EBITDA Including Other Income)	1,480.36	1,197.14	497.28	375.03
Depreciation and amortization expenses	423.01	461.97	121.47	117.31
Finance cost	128.99	152.68	63.28	127.95
Profit / (Loss) before tax, Exceptional Item, minority interest and share of associate company	928.36	582.49	312.53	129.77
Exceptional (expense) / income	-	-	(88.90)	(13.00)
Tax expense	326.04	71.02	66.26	(31.16)
Profit / (Loss) after tax and before minority interest and share of associate company	602.32	511.47	157.37	147.93
Share in (loss) / income of associate company	-	-	-	-
Profit / (Loss) for the year	602.32	511.47	157.37	147.93
Other Comprehensive income / (loss)	(7.2)	(13.88)	(4.01)	(5.10)
Total Comprehensive Income / (Loss) for the year	595.12	497.59	153.36	142.83
Total Comprehensive income / (loss) for the year attributable to
- Owners of the parent	628.26	552.38	-	-
- Minority interest	(33.14)	(54.80)	-	-
Balance of profit brought forward from previous years	2,671.68	2,203.06	1,396.33	1,359.15
Net surplus / (loss) in the statement of profit and loss account	635.35	566.34	157.37	147.93
Other Comprehensive income / (loss)	(7.09)	(13.96)	(4.10)	(5.10)
Appropriations: Equity dividend	(105.65)	(105.65)	(105.65)	(105.65)
Transfer from debenture redemption reserve Adjustment on acquisition of non-controlling interest	(40.66)	21.89	-	-
Balance Carried to Balance Sheet	3,153.63	2,671.68	1,444.04	1,396.33

2. OPERATIONS

The Company has reported revenue from operations of
'' 2,939.65 million in comparison to the previous year''s
revenue from operation of '' 2,505.56, an increase in
revenue by 17% YoY. The Company has reported an
increase in the net profit (after tax) to '' 157.37 million as
compared to a net profit (after tax) of '' 147.93 million in
the previous year. The increase in sales was on the back of
strong volume growth in the School Segment and Content
Licensing during the year. The increase in profitability
was driven by improved gross margins, content licensing,
operating leverage and reduced finance costs.

The Company was able to increase efficiency in working
capital through better inventory management. Year ending
Inventories were much lower at '' 570.04 million vs.
'' 698.81 million at the same time last year. This decrease
was due to the lower quantity of raw material at the year-
end vs. the previous year. The Company reported year-end
receivables of '' 1347.38 million vs. '' 1,276.34 million.

The Company reduced Total borrowings drastically during
the year to '' 504.75 million vs. '' 627.77 million last year.
The Company has adequate liquidity of '' 426.65 million in
the form of Cash and Bank Balances, Deposits and Current
Investments.

The Company expects to achieve higher revenue and
profitability growth in the next financial year driven by
the announcement of new books for Classes 4, 5, 7, and 8
in financial year 2025-26. This positions us to significantly
enhance the market presence over the next two years.
The Company expects to enhance revenues from content
licensing during the year.

3. DIVIDEND

Pursuant to Regulation 43A of The Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") (as amended), the Board of Directors of
your Company has formulated a Dividend Distribution
Policy ("Dividend Policy"). The Dividend Policy is
available on web-link https://schandgroup.com/wp-
content/uploads/Dividend-Distribution-Policy.pdf.

However, Board of Directors of the Company in their
meeting held on May 23, 2025 declared an Interim
Dividend of '' 4/- (Rupees Four only) per share to the
equity shareholders of the Company for the financial
year 2024-25. Your Board is proposing to shareholders
in the ensuing AGM to make this interim dividend as final
dividend for financial year 2024-25.

Pursuant to Rule 7(2A) of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (as amended), Mr. Jagdeep Singh
has been appointed as the Nodal Officer of the Company.
The details of the Nodal Officer and the unpaid and

unclaimed amounts are available on the website of the
Company at www.schandgroup.com/investors/.

Also, the Company have transferred 2,323 Equity shares of
those shareholders whose dividend for the financial year
2016-17 have not been claimed within seven years from
the date of transfer of dividend to the Company’s Unpaid
Dividend Account to Investor Education & Protection Fund
authority, the details of which are available on the website
of the Company at www.schandgroup.com/investors/

4. TRANSFER TO RESERVES

The Board of Directors of your Company has not proposed
to transfer any amount to the Reserves.

5. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR 2024-25 AND THE
DATE OF THIS REPORT

There have been no material changes and commitments
which affect the financial position of the Company and
have occurred between the end of the financial year
2024-25 and the date of this Report.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in
the nature of business.

7. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control
system and processes. Internal Control policies and
procedures have been adopted by the Company for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation
of reliable financial information. The Internal Auditors
of the Company M/s. Haribhakti & Co. LLP, Chartered
Accountants, audited and reviewed the internal controls,
operating systems, internal processes and procedures of
the Company. The reports on findings of Internal Auditors
have been reviewed by the Audit Committee periodically.

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATE COMPANY

As on March 31, 2025, the Company had 10 (Ten)
subsidiaries. The Board of Directors reviewed the affairs
of its subsidiaries for the financial year 2024-25. The
Consolidated Financial Statements of your Company for
the financial year 2024-25 are prepared in compliance
with the applicable provisions of The Companies Act,
2013 ("the Act"), The Companies (Indian Accounting
Standards) Rules, 2015 and the Listing Regulations, as
amended from time to time, which shall be placed before
the members in the ensuing Annual General Meeting
("AGM").

During the year under review, the Company has
Incorporated a Wholly Owned subsidiary namely, “Shri
ShyamLal Printing Press Private Limited” on February
21, 2025.

Also, during the year under review, BPI (India) Private
Limited (BPI) became wholly owned Subsidiary of the
Company as the Company acquired remaining 49% stake
in BPI from its minority shareholders on March 26, 2025.

Subsidiaries:

a) BPI (India) Private Limited

BPI (India) Private Limited reported total revenue
from operations of '' 21.89 million in the financial
year 2024-25 as compared to total revenue from
operations of '' 29.97 million in the previous financial
year and reported a net loss (after tax) of '' 3.20
million in the financial year 2024-25 as compared to
a net loss (after tax) of '' 8.87 million in the previous
financial year.

b) Chhaya Prakashani Limited

Chhaya Prakashani Limited reported total revenue
from operations of '' 1,163.51 million in the financial
year 2024-25 as compared to total revenue from
operations of '' 1,137.63 million in the previous
financial year and reported a net profit (after tax)
of '' 210.14 million in the financial year 2024-25
as compared to a net profit (after tax) of '' 187.55
million in the previous financial year.

c) Convergia Digital Education Private Limited

Convergia Digital Education Private Limited reported
total revenue from operations of '' 160.82 million
in the financial year 2024-25 as compared to total
revenue from operations of '' 180.09 million in the
previous financial year and reported a net loss (after
tax) of '' 32.12 million in the financial year 2024-25
as compared to a net loss (after tax) of '' 84.10 million
in the previous financial year.

d) Edutor Technologies India Private Limited

Edutor Technologies India Private Limited reported
total revenue from operations of '' 20.30 million
in the financial year 2024-25 as compared to total
revenue from operations of '' 21.94 million in the
previous financial year and reported a net loss (after
tax) of '' 15.36 million in the financial year 2024-25
as compared to a net loss (after tax) of '' 16.08 million
in the previous financial year.

e) Indian Progressive Publishing Co Pvt Ltd

I ndian Progressive Publishing Co Pvt Ltd reported
total revenue from operations of '' 5.98 million in the
financial year 2024-25 as compared to total revenue
from operations of '' 12.30 million in the previous
financial year and reported a net profit (after tax)
of '' 2.91 million in the financial year 2024-25 as

compared to a net profit (after tax) of '' 7.60 million
in the previous financial year.

f) New Saraswati House (India) Private Limited

New Saraswati House (India) Private Limited
reported total revenue from operations of '' 1435.29
million in the financial year 2024-25 as compared to
total revenue from operations of '' 1268.65 million in
the previous financial year and reported a net profit
(after tax) of '' 115.96 million in the financial year
2024-25 as compared to a net profit (after tax) of
'' 91.46 million in the previous financial year.

g) S. Chand Edutech Private Limited

N. Chand Edutech Private Limited reported total
revenue from operations of '' 40.14 million in the
financial year 2024-25 as compared to total revenue
from operations of '' 34.15 million in the previous
financial year and reported a net loss (after tax)
of '' 28.07 million in the financial year 2024-25 as
compared to a net loss (after tax) of '' 25.98 million
in the previous financial year.

h) Safari Digital Education Initiatives Private
Limited

Safari Digital Education Initiatives Private Limited
has reported total revenue from operations of '' 22.07
million in the financial year 2024-25 as compared to
total revenue from operations of '' 34.99 million in
the previous financial year and reported a net loss
(after tax) of '' 67.84 million in the financial year
2024-25 as compared to a net loss (after tax) of
'' 14.48 million in the previous financial year.

i) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported
total revenue from operations of '' 2162.21 million
in the financial year 2024-25 as compared to total
revenue from operations of '' 2132.69 million in
the previous financial year and reported a net profit
(after tax) of '' 249.14 million in the financial year
2024-25 as compared to a net profit (after tax) of
'' 277.78 million in the previous financial year.

j) Shri ShyamLal Printing Press Private Limited

The Company was incorporated on February 21,
2025. Therefore, the financial has not been closed as
on date. First financial year will be ending on March
31, 2026.

I n accordance with section 129(3) of the Act, a
statement containing salient features of financial
statements of each of the subsidiary in the prescribed
Form AOC-1 is enclosed as Annexure-A. In
accordance with Section 136 of the Act, the audited
financial statements, including the consolidated
financial statements and related information of the
Company and audited financial statements of each

of its subsidiary will be available on the website of
the Company (www.schandgroup.com/investors/).
These documents will also be available for inspection
during business hours at the registered office of the
Company.

The policy for determining material subsidiaries is
available on the website of the Company at www.
schandgroup.com/investors/#corporate-policies.

For contribution of the subsidiaries in the overall
performance of the Company, please refer note
50 of the consolidated financial statements of the
Company forming part of this Annual Report.

9. DEPOSITS

The Company has neither accepted nor renewed any
deposits during the year under review within the
purview of section 73 of the Act read with The Companies
(Acceptance of Deposits) Rules, 2014. There are no
unclaimed or unpaid deposits lying with the Company.

10. AUDITORS
Statutory Auditor

M/s. Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013), were
appointed as Statutory Auditors of the Company at the
annual general meeting held on September 28, 2021,
for a term of 5 (Five) consecutive years. Accordingly,
M/s. Walker Chandiok & Co LLP, Chartered Accountants,
will hold office till the conclusion of 55^th annual general
meeting of the Company to be held in the year 2026.

The Statutory Auditors has not reported any matter under
Section 143 (12) of the Act, therefore no detail is required
to be disclosed under Section 134 (3)(ca) of the Act and no
comment from the Board on the audit report is required to
be given.

The auditor''s report submitted by the Statutory Auditors
on the standalone and consolidated financial statements
of the Company for the year ended March 31, 2025 forms
part of the Annual Report. There is no qualification /
reservation or adverse remark in the Audit report.

Internal Auditor

During the year under the review, to ensure better
governance, compliance and internal control over
financial reporting and financial processes, the Company
appointed M/s. Haribhakti & Co. LLP as Internal Auditors
of the Company, with effect from July 01, 2024 for a period
of 1 (One) year.

Also, the Board of Directors in their meeting held on May
23, 2025 appointed M/s. Ernst & Young LLP as Internal
Auditors of the Company, with effect from July 01, 2025 for
a period of 1 (One) year.

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia, Company
Secretary in Practice (CP No. 2514) as the Secretarial
Auditor of the Company. The secretarial audit report
submitted by the Secretarial Auditor for the financial year
2024-25 is annexed as Annexure-B and forms an integral
part of this Annual Report.

During the year under review, the Secretarial Auditor has
not reported any matter under Section 143(12) of the
Act, therefore no detail is required to be disclosed under
Section 134(3)(ca) of the Act.

There is no qualification / reservation or adverse remark
in the Secretarial Audit report for the financial year
2024-25.

As per the requirements of the Listing Regulations,
Secretarial Auditors of the respective material subsidiaries
of the Company have undertaken secretarial audits of
these subsidiaries for the financial year 2024-25. Their
audit reports confirm that the material subsidiaries
have complied with the provisions of the Act, Rules, and
guidelines and that there were no deviations or non¬
compliances.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board
at its meeting held on May 23, 2025, based on the
recommendation of the Audit Committee, has approved
the appointment of Mr. R.S. Bhatia, Company Secretary in
Practice (CP No. 2514) as the Secretarial Auditor of the
Company for a term of five consecutive years commencing
from FY 2025-26 till FY 2029- 30, subject to approval of
the Members at the ensuing AGM.

11. WEB ADDRESS FOR ANNUAL RETURN

The Annual Return for the financial year 2024-25 will be
made available on the website of the Company at www.
schandgroup.com/investors/#annual-report.

12. DETAILS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Company is in the business of publishing and printing
of books. The brief details about conservation of energy
and technology absorption are mentioned below:

A) Conservation of energy-

(i) the steps taken or impact on conservation of
energy -

- The Company has rationalized the use of
Generators and structured the working
hours of its warehouse facilities in such a
manner where dependence on Generator
Sets is reduced. Further the process of
using PNG Gensets is in process.

- I n its offices lighting system has been
efficiently used and overall use of
electricity has been minimized.

(ii) t he steps taken by the Company for utilizing
alternate sources of energy; The Company has
shifted the old warehouse to a new warehouse
facility which has solar panels to meet the
energy demands. The Corporate Office already
has such facilities.

(iii) the capital investment on energy conservation
equipment''s - Nil

B) Technology absorption-

(i) the efforts made towards technology
absorption- There was no additional investment
for technology absorption during the year
under review.

(ii) the benefits derived like product improvement,
cost reduction, product development or import
substitution - Nil

(iii) i n case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year)- Nil

(iv) t he expenditure incurred on Research and
Development - Nil

During the year under review, the Foreign Exchange

earnings and outgo are as follows:

i) Foreign Exchange earnings: '' 222.78 million

ii) Foreign Exchange outgo: '' 13.47 million

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by the Board
comprising an optimum blend of Executives and Non¬
Executive Professional Directors. The Chairman of the
Board is a Non-Executive, Independent Director. As on
March 31, 2025, the Board of Directors consists of 7
(Seven) Directors consisting of a Managing Director, a
Whole-time Director and 5 (Five) Non-Executive Directors,
out of which 3 (Three) are Independent Directors. The
composition of the Board is in conformity with Regulation
17 of the Listing Regulations and the relevant provisions
of the Act.

All the Directors possess requisite qualifications and
experience in corporate management, finance, banking,
publishing and other allied fields which enable them to
contribute effectively to the Company in their capacity as
Directors.

During the year under review, Mr. Himanshu Gupta,
Managing Director of the Company was re-appointed for a

period of 5 (Five) years w.e.f effect from May 22, 2024 and
Mr. Dinesh Kumar Jhunjhnuwala, Whole Time Director
was re-appointed for a period of 5 (Five) years w.e.f. effect
from March 28, 2024 which was subsequently approved
by the shareholders of the Company in the Annual General
Meeting held on September 20, 2024. There was no change
in the Key Managerial Personnels.

The details relating to skills, competencies and expertise
of Independent Directors are given in the Corporate
Governance Report that forms part of this Annual Report.

Director liable to retire by rotation

In terms of section 152 of the Act, Mr. Gaurav Kumar
Jhunjhnuwala (DIN: 03518763) will retire by rotation
at the ensuing AGM and being eligible offers himself
for re-appointment. The Board recommended his re¬
appointment and the same is included in the notice of the
ensuing AGM.

Further, sub-section (13) of Section 149 ofthe Act, provides
that the provisions of retirement by rotation as defined in
sub-sections (6) and (7) of Section 152 of the Act shall not
apply to the Independent Directors. Hence, none of the
Independent Directors will retire at the ensuing AGM.

Appointment of Director

The Board of Directors had in their meeting held on
August 08, 2025 proposed the appointment of Mr. Sharad
Talwar for the position of Independent Director and have
recommended to the members of the Company in ensuing
AGM for appointment.

Independent Directors'' Declaration

The Independent Directors have given a declaration that
they meet the criteria of independence as prescribed
under section 149(6) of the Act and Regulation 16(1)
(b) of the Listing Regulations. Further, pursuant to Sub¬
rule (1) of Rule 6 of The Companies (Appointment &
Qualifications of Directors) Rules, 2014, the Independent
Directors have successfully registered their names in the
Data Bank of Independent Directors. The Independent
Directors have also complied with the Code of Conduct
for Directors and senior management personnel. The
Independent Directors have also confirmed that they
are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair
or impact the ability to discharge their duties with
an objective independent judgment and without any
external influence and that they are independent of the
management.

Board Evaluation

In compliance with the Act and Regulation 17 (10) of
the Listing Regulations, the Board has carried out an
evaluation of its own performance, its Committees and

performance of individual Directors for the year under
review. The aspects covered in the evaluation includes
adherence of code of conduct and corporate governance
practices of the Company, professional qualification and
experience especially experience to relevant industry,
attendance and participation in the Board / Committee
Meetings etc. The evaluation of the individual Director
was done by all the Directors other than the Director being
evaluated and evaluation of the Board was done by all the
Directors. The evaluation of the Independent Directors
was based on their performance and fulfillment of criteria
of independence as per the Act and independence from
the management.

Complete details of such evaluation are given in the
Corporate Governance Report that forms part of this
Annual Report. The Board of Directors expressed their
satisfaction with the evaluation process.

Board Meetings

During the year under review, the Board of Directors met
5 (Five) times, details of which are given in the Corporate
Governance Report that forms part of this Annual Report.
The intervening gap between the meetings was within
the period prescribed under the Act and the Listing
Regulations.

14. DETAILS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act along with
the purpose for which the loans or guarantees or securities
are proposed to be utilized by the recipient are provided
in Note No. 8, 9, 14 and 42 of the standalone financial
statements of the Company for the year ended March 31,
2025.

15. RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions
entered by the Company were in ordinary course of the
business and on arm''s length basis.

The disclosure of material related party transactions as
required under Section 134(3)(h) of the Act in form AOC-2
is enclosed as "Annexure-C”.

The Policy on materiality of related party transactions and
policy on dealing with the related party transactions are
available on the Company''s website at www.schandgroup.
com/investors/#corporate-policies.

16. INFORMATION REGARDING EMPLOYEES AND
RELATED DISCLOSURES

The information required under Section 197 of the Act
read with Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms
part of this Annual Report and annexed as Annexure-D.

Pursuant to Rule 5(2) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement containing, inter alia, the names of top ten
employees in terms of remuneration drawn and every
employee employed throughout the financial year and in
receipt of remuneration of '' 1.02 Cr. or more, and every
employee employed for part of the year and in receipt
of remuneration of '' 8.50 Lakhs or more per month is
attached as Annexure-E of this report.

Managerial Remuneration

The Nomination and Remuneration Committee by passing
a resolution at its meeting held on February 06, 2024
and Board of Directors at its meetings held on February
06, 2024 and the members at the annual general meeting
held on September 20, 2024 approved the remuneration
of Mr. Himanshu Gupta, Managing Director, and
Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director of
the Company.

During the financial year 2024-25, the following
remuneration was paid to the Managerial Personnel:

Mr. Himanshu Gupta - '' 26.66 million

Mr. Dinesh Kumar Jhunjhnuwala - '' 20.04 million

Disclosure under Sexual Harassment at workplace
(Prevention, Prohibition and Redressal) Act, 2013
(POSH Act)

The Company has zero tolerance for sexual harassment at
the work place and has adopted a Policy on "Prevention
of Sexual Harassment of Women at Workplace” in line
with the provisions of "The Sexual Harassment of Women
at Workplace (Prohibition, Prevention and Redressal)
Act, 2013” ("POSH”). The Company has an Internal
Complaints Committee which has been constituted as
per the provisions of POSH and this Committee deals
with all the sexual harassment matters. The disclosures
in relation to POSH have been provided in the Corporate
Governance Report. Key details of the policy form part of
the Code of Conduct of the Company which is available on
the Company''s website which can be assessed at www.
schandgroup.com.

Compliance of Maternity Benefit Act, 1961 at a
Workplace

The Company is Committed to providing a safe and
supportive environment for its women employees. During
the year, the Company ensured the Compliance of Maternity
Benefit Act, 1961, as amended with Maternity benefit
(Amendment) Act, 2017. Eligible women employees were
granted Maternity leave of upto 26 weeks, along with other
Maternity benefits such as nursing breaks and protection
from dismissal during Maternity leave as per the statutory
requirements.

Details of ESOPS

The underlying objectives of Employees Stock Option
Scheme 2012, Employees Stock Option Plan 2018
and Employees Stock Option Plan 2023 (collectively
refer as "ESOP Schemes") are to attract, motivate, retain
and reward employees for high levels of individual
performance and share the wealth that they have created
for the Company and its members. ESOP Schemes are in
line with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (“SBEB Regulations”).

Pursuant to the Regulation 13 of the SBEB Regulations,
a Certificate has been issued by the Secretarial Auditor
of the Company, certifying that the ESOP schemes of the
Company are being implemented in accordance with the
SBEB Regulations and in accordance with the resolutions
passed by the members of the Company in this respect.
The said certificate shall be made available for inspection
by the members at the ensuing Annual General Meeting.

The relevant disclosures pursuant to Rule 12(9) of The
Companies (Share Capital and Debentures) Rules, 2014
and the Regulation 14 of the SBEB Regulations are given as
Annexure-F. Relevant disclosures pursuant to Regulation
14 read with Part F of Schedule of I of SBEB Regulations
are available on the website of the Company at www.
schandgroup.com.

17. RISK MANAGEMENT

During the year under review, the Company has identified
and evaluated elements of risk. The business risks inter-
alia impact of increase in raw material and printing cost,
change in curriculum, change in education framework,
implementation ofNEP, higher borrowing cost, competition
from other players and violation of intellectual property
rights of the Company and current regulatory framework
in the country. The risk management framework defines
the risk management approach of the Company which
includes periodic review of such risks, mitigation
controls and reporting mechanism of such risks. The
Risk Management Committee, Board of Directors, Audit
Committee and the senior management evaluates the
operations to identify potential risks and take necessary
actions to mitigate the same. The Company also has in
place a Risk Management Policy and the Risk Management
Committee ensures implementation of appropriate risk
management framework for the Company.

The details relating to composition and terms of reference
of Risk Management Committee are given in Corporate
Governance Report that forms part of this Annual Report.

18. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Act, the Company has
a Corporate Social Responsibility Committee (“CSR
Committee”), which comprises of Mr. Desh Raj Dogra
(Chairman- Non-Executive, Independent Director),

Mr. Himanshu Gupta - (Member-Managing Director) and
Mr. Dinesh Kumar Jhunjhnuwala - (Member-Whole-time
Director). The terms of references of the CSR Committee
are provided in the Corporate Governance Report which
forms part of this Annual Report. The CSR policy of the
Company is available on the Company''s website at www.
schandgroup.com/investors/#corporate-policies.

Pursuant to Section 135 of The Companies Act, 2013
and CSR policy of the Company, during the financial
year 2024-25 the Company was required to spend
'' 11,90,578/- (Rupees Eleven Lakhs Ninety Thousand
Five Hundred Seventy Eight Only), being two percent of
the average net profit made by the Company during three
immediately preceding financial year on Corporate Social
Responsibility activities.

Pursuant to the recommendations of the CSR Committee
and approval of the Board, the Company spent
'' 11,90,578/- (Rupees Eleven Lakhs Ninety Thousand
Five Hundred Seventy Eight Only) on following CSR
activities during the financial year 2024-25 through the
below mentioned agencies:

Sl. Name of No. the agency	CSR Registration No.	CSR Activity	Budgeted CSR outlay (In '')
1 Shyam Lal	CSR00021505	To	11,90,578
Charitable		promote
Trust		education
		Total	11,90,578

The Annual Report on the CSR for the financial year
2024-25 is attached as Annexure-G and forms part of this
Annual Report.

19. VIGIL MECHANISM

The Company has adopted the vigil mechanism by way of
formulating a Whistle Blower Policy. The policy provides
a formal mechanism to the Directors and employees to
report their concerns about unethical behaviour, actual
or suspected fraud or violation of the Company''s Code of
Conduct or ethics policy. The Policy provides for adequate
safeguards against victimization of employees and also
provides for direct access to the Chairperson of the Audit
Committee. The Whistle Blower Policy is available on
the website of the Company at www.schandgroup.com/
investors/#corporate-policies.

20. CORPORATE GOVERNANCE

Your Company is committed to maintain the high standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by The Securities and
Exchange Board of India. In terms of Regulation 34 of the
Listing Regulations, a report on the Corporate Governance
along with a certificate of practicing company secretary
on compliance of conditions of Corporate Governance is
attached as Annexure-H and forms an integral part of this
Annual Report.

21. MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and analysis report,
highlighting the performance of the Company and its
business prospects, is provided in a separate section and
forms an integral part of this Annual Report.

22. AUDIT COMMITTEE

The Audit Committee comprises of 3 (Three) Non¬
Executive, Independent Directors, namely Ms. Archana
Capoor (Chairperson-Non-Executive, Independent
Director), Mr. Desh Raj Dogra (Member-Non¬
Executive, Independent Director) and Mr. Rajagopalan
Chandrashekar (Member-Non-Executive, Independent
Director). The details of the Audit Committee are included
in the Corporate Governance Report.

23. NOMINATION AND REMUNERATION POLICY

The Board of Directors has a policy which lays down a
framework in relation to appointment and remuneration
to Directors, Key Managerial Personnel and senior
management of the Company. The policy lays down the
criteria for determining qualifications, positive attributes
and independence and remuneration of Board members,
Key Managerial Personnel and employees. The objective of
this policy is to attract and retain talent and to strike the
right balance between fixed and incentive pay reflecting
short and long term performance objectives appropriate
to the goals of the Company. The Nomination and
Remuneration Policy is available on Company''s website at
www.schandgroup.com/investors/#corporate-policies.

The Nomination and Remuneration policy of the Company
are in line with the amendments notified by SEBI vide the
SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2023.

24. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable Secretarial Standards.

25. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the
Act, the Board hereby submits its responsibility statement:

a) in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are 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 of the Company for that period;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on a
going concern basis;

e) t he Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

26. STATUTORY DISCLOSURES

a) The Company is not required to maintain cost
records as per Section 148(1) of the Act.

b) No application was made against the Company
under the Insolvency and Bankruptcy Code 2016
(“IBC 2016”) during the year and no proceeding is
pending against the Company under IBC 2016 as at
the end of financial year 2024-25.

c) During the year under review, the Company has not
entered any One-Time Settlement of loans with Banks
or Financial Institutions, therefore, the requirement
of stating the difference between the amount of
valuation done at the time of one-time settlement
and the valuation done while taking loan from the
Banks or Financial Institutions does not arise.

27. ACKNOWLEDGMENTS

Your directors wish to express their thanks to the
members, bankers, financial institutions, customers,
suppliers, government and other regulatory authorities
for their continued support. Your Directors place on
record their appreciation to the employees at all levels for
their committed services to the Company.

On behalf of the Board of Directors
For S Chand And Company Limited

Sd/- Sd/-

Himanshu Gupta Dinesh Kumar Jhunjhnuwala

Place: New Delhi Managing Director Whole-time Director

Date: August 08, 2025 DIN: 00054015 DIN: 00282988

---

Mar 31, 2024

Your Directors are pleased to present the 53^rd Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

Figures in '' Million

Abridged Profit And Loss Statement	Consolidated		Standalone
	FY Ended	FY Ended	FY Ended	FY Ended
	31st March 2024	31st March 2023	31st March 2024	31st March 2023
				(Note 1)
Revenue from operations	6,625.79	6,103.24	2505.56	2276.47
Other income	98.72	329.11	121.04	348.85
Total Revenue	6,724.51	6,432.35	2626.60	2625.32
Profit / (Loss) before finance cost, tax, depreciation and amortization, (EBIDTA)	1,197.14	1,291.81	375.03	539.58
Depreciation and amortization expenses	461.97	463.60	117.31	126.95
Finance cost	152.68	206.71	127.95	157.77
Profit / (Loss) before tax, Exceptional Item, minority interest and share of associate company	582.49	621.50	129.77	254.87
Exceptional (expense) / income	-	156.28	(13.00)	(152.84)
Tax expense	71.02	200.75	(31.16)	59.58
Profit / (Loss) after tax and before minority interest and share of associate company	511.47	577.03	147.93	42.45
Share in (loss) / income of associate company	-	(1.11)	-	-
Profit / (Loss) for the year	511.47	575.92	147.93	42.45
Other Comprehensive income / (loss)	(13.88)	(21.17)	(5.10)	(12.07)
Total Comprehensive Income / (Loss) for the year	497.59	554.75	142.83	30.39
Total Comprehensive income / (loss) for the year attributable to
- Owners of the parent	552.38	637.95	-	-
- Minority interest	(54.80)	(83.20)	-	-
Balance of profit brought forward from previous years	2,203.06	1,572.16	1359.15	1328.76
Net surplus / (loss) in the statement of profit and loss	566.34	660.36	147.93	42.45
account
Other Comprehensive income / (loss)	(13.96)	(22.41)	(5.10)	(12.06)
Appropriations:
Equity dividend	(105.65)	-	(105.65)	-
Tax on Equity dividend - - - -
Adjustments relating to subsidiary companies - - - -
Transfer from debenture redemption reserve	21.89	1.07	-	-
Adjustment on acquisition of non-controlling interest	-	(8.11)	-	-
Balance Carried to Balance Sheet	2,671.68	2,203.06	1,396.33	1,359.15

Note 1: The standalone financials of FY 2022-23 have been restated consequent to the restructuring approved by the Hon''ble NCLT, Delhi Bench with regard to merger of Blackie & Son (Calcutta) Private Limited ("Blackie”), Nirja Publishers & Printers Private Limited ("Nirja”), and the education businesses of DS Digital Private Limited ("DS Digital”) and Safari Digital Education Initiatives Private Limited ("Safari”) with and into S Chand And Company Limited ("the Company”) (refer Point 7 below for detail of NCLT order).

2. OPERATIONS

The Company has reported revenue from operations of '' 2,505.56 million in comparison to the previous year''s revenue from operation of '' 2,276.47 million (restated post restructuring), an increase in revenue by 10% YoY. The Company has reported a strong increase in the net profit (after tax) to ''147.93 million as compared to a net profit (after tax) of '' 42.45 million (restated post restructuring) in the previous year. The increase in sales was on the back of a of volume growth during the year. The increase in profitability was driven by improved gross margins, operating leverage, reduced finance costs and reduced tax expenses (one-time tax benefit of '' 87.01 million) due to the restructuring.

The Company was able to increase efficiency in working capital through better trade receivable management. The Company reported year-end receivables of '' 1,276.34 million vs. '' 1,205.14 million in the last year which is higher by '' 71.20 million in spite of '' 229.09 million higher sales during the year. Year ending Inventories increased to '' 698.81 million from '' 514.46 million in the last year on the back of higher raw material inventory at the year end. The Company reduced Total borrowings drastically during the year to '' 627.77 million from '' 1,325.42 million last year. The Company has adequate liquidity of '' 544.06 million in the form of Cash and Bank Balances, Deposits and Current Investments.

The Company expects to achieve higher revenue and profitability growth in the next financial year driven by the announcement of new books based on the National Curriculum Framework (NCF) which has already been announced. This should provide us with a runway of strong growth for the next 2-3 years. Increase in sales volumes, product pricing, controlled operating expenses, reduced sales returns and reduction in working capital should drive the cash flows for the financial year 2024-25

3. DIVIDEND

Pursuant to Regulation 43A of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (as amended), the Board of Directors of your Company has formulated a Dividend Distribution Policy ("Dividend Policy"). The Dividend Policy is available on web-link https://schandgroup.com/wp-content/uploads/Dividend-Distribution-Policy.pdf.

After considering the parameters as specified in Divided Policy and performance of the Company, the Board of Directors of the Company at its meeting held on May 24, 2024 have recommended a final dividend of '' 3/- (Rupees

Three Only) per share to the equity shareholders of the Company for the financial year 2023-24. Final dividend if approved by the shareholders in the ensuing Annual General Meeting will be paid to all the shareholders whose names are appearing in the list of beneficial owners as on the record date fixed for payment of dividend after deducting applicable withholding tax.

Pursuant to Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), Mr. Jagdeep Singh has been appointed as the Nodal Officer of the Company. The details of the Nodal Officer and the unpaid and unclaimed amounts are available on the website of the Company at www.schandgroup.com/investors/.

4. TRANSFER TO RESERVES

The Board of Directors of your Company has not proposed to transfer any amount to the Reserves.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2023-24 AND THE DATE OF THIS REPORT

There have been no material changes and commitments which affect the financial position of the Company and have occurred between the end of the financial year 2023-24 and the date of this Report.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

The Hon’ble National Company Law Tribunal, New Delhi Bench III vide its order dated July 24, 2023 approved the Composite Scheme of Arrangement amongst Blackie, Nirja, DS Digital, Safari and the Company, its respective members and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder. The said scheme of arrangement is effective from the appointed date (i.e. April 01, 2017) but was operative from September 04, 2023 i.e., the date of filing of certified true copy of the order of the Hon’ble NCLT with the jurisdictional Registrar of Companies by the transferor and transferee companies. Accordingly, after the order became operative, Blackie, Nirja and DS Digital were stand dissolved with effect from September 04, 2023 (i.e., the date of filing of order with the Registrar of Companies, Delhi).

Scheme involves the following restructuring:

- Amalgamation of Nirja and Blackie with and into the Company;

- Demerger of educational Business of DS Digital and Safari with and into the Company;

- Amalgamation of DS Digital with residual business (business remaining after demerger of education business) with and into Safari.

There are no other significant and material orders passed by any Regulator/Court/Tribunal against the Company which would impact the going concern status of the Company and its future operations.

8. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system and processes. Internal Control policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Internal Auditors of the Company M/s. Haribhakti & Co. LLP, Chartered Accountants, audited and reviewed the internal controls, operating systems, internal processes and procedures of the Company. The reports on findings of Internal Auditors have been reviewed by the Audit Committee periodically.

9. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Blackie and Nirja, wholly owned subsidiaries of the Company, have been amalgamated with the Company, and DS Digital has been amalgamated with Safari, subsidiary of the Company vide order of the Hon''ble National Company Law Tribunal, Delhi dated July 24, 2023 ("NCLT Order"). The scheme of amalgamation was effective from the appointed date (i.e. April 01, 2017) but operative with effect from September 04, 2023 (i.e. the date of filing the certified copy of NCLT Order by Blackie, Nirja, DS Digital, Safari and the Company with the Registrar of Companies, Delhi). Accordingly, pursuant to the same, Blackie, Nirja, DS Digital dissolved and ceased to exist from the date of filing of the NCLT Order and Safari, which were earlier a wholly owned subsidiary became subsidiary of the Company with effect from September 04, 2023.

As on March 31, 2024, the Company had 9 (Nine) subsidiaries. The Board of Directors reviewed the affairs of its subsidiaries for the financial year 2023-24. The Consolidated Financial Statements of your Company for the financial year 2023-24 are prepared in compliance

with the applicable provisions of The Companies Act, 2013 ("the Act"), The Companies (Indian Accounting Standards) Rules, 2015 and the Listing Regulations, as amended from time to time, which shall be placed before the members in the ensuing Annual General Meeting ("AGM").

Subsidiaries:

a) BPI (India) Private Limited

BPI (India) Private Limited reported total revenue from operations of '' 29.97 million in the financial year 2023-24 as compared to total revenue from operations of '' 43.18 million in the previous financial year and reported a net loss (after tax) of '' 8.87 million in the financial year 2023-24 as compared to a net profit (after tax) of '' 7.20 million in the previous financial year.

b) Chhaya Prakashani Limited

Chhaya Prakashani Limited reported total revenue from operations of '' 1,137.63 million in the financial year 2023-24 as compared to total revenue from operations of '' 1,153.89 million in the previous financial year and reported a net profit (after tax) of '' 187.55 million in the financial year 2023-24 as compared to a net profit (after tax) of '' 268.53 million in the previous financial year.

c) Convergia Digital Education Private Limited

Convergia Digital Education Private Limited reported total revenue from operations of '' 180.09 million in the financial year 2023-24 as compared to total revenue from operations of '' 116.55 million in the previous financial year and reported a net loss (after tax) of '' 84.10 million in the financial year 2023-24 as compared to a net loss (after tax) of '' 135.66 million in the previous financial year.

d) Edutor Technologies India Private Limited

Edutor Technologies India Private Limited reported total revenue from operations of '' 21.94 million in the financial year 2023-24 as compared to total revenue from operations of '' 17.35 million in the previous financial year and reported a net loss (after tax) of '' 16.08 million in the financial year 2023-24 as compared to a net loss (after tax) of '' 31.78 million in the previous financial year.

e) Indian Progressive Publishing Co Pvt Ltd

I ndian Progressive Publishing Co Pvt Ltd reported total revenue from operations of '' 12.30 million in the financial year 2023-24 as compared to total revenue from operations of '' 18.79 million in the previous financial year and reported a net profit

(after tax) of '' 7.60 million in the financial year 2023-24 as compared to a net profit (after tax) of '' 10.48 million in the previous financial year.

f) New Saraswati House (India) Private Limited

New Saraswati House (India) Private Limited reported total revenue from operations of '' 1268.65 million in the financial year 2023-24 as compared to total revenue from operations of '' 1,131.62 million in the previous financial year and reported a net profit (after tax) of '' 91.46 million in the financial year 2023-24 as compared to a net profit (after tax) of '' 96.80 million in the previous financial year.

g) S. Chand Edutech Private Limited

N. Chand Edutech Private Limited reported total revenue from operations of '' 34.15 million in the financial year 2023-24 as compared to total revenue from operations of '' 35.18 million in the previous financial year and reported a net loss (after tax) of'' 25.98 million in the financial year 2023-24 as compared to a net loss (after tax) of '' 13.00 million in the previous financial year.

h) Safari Digital Education Initiatives Private Limited

As per the scheme of arrangement as approved by Hon''ble National Company Law Tribunal, Delhi vide its order dated July 24, 2023 the financial of Safari has been re stated, therefore, Safari Digital Education Initiatives Private Limited reported total revenue from operations of '' 34.99 million in the financial year 2023-24 as compared to total revenue from operations of '' 34.96 million in the previous financial year and reported a net loss (after tax) of '' 14.48 million in the financial year 2023-24 as compared to a net profit (after tax) of '' 85.80 million in the previous financial year.

i) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported total revenue from operations of '' 2,132.69 million in the financial year 2023-24 as compared to total revenue from operations of '' 1,829.69 million in the previous financial year and reported a net profit (after tax) of '' 277.78 million in the financial year 2023-24 as compared to a net profit (after tax) of '' 141.09 million in the previous financial year.

I n accordance with section 129(3) of the Act, a statement containing salient features of financial statements of each of the subsidiary in the prescribed Form AOC-1 is enclosed as Annexure-A. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated

financial statements and related information of the Company and audited financial statements of each of its subsidiary will be available on the website of the Company (www.schandgroup.com/investors/). These documents will also be available for inspection during business hours at the registered office of the Company.

The policy for determining material subsidiaries is available on the website of the Company at www. schandgroup.com/investors/#corporate-policies.

For contribution of the subsidiaries in the overall performance of the Company, please refer note 52 of the consolidated financial statements of the Company forming part of this Annual Report.

10. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review within the purview of section 73 of the Act read with The Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed or unpaid deposits lying with the Company.

11. AUDITORS Statutory Auditor

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as Statutory Auditors of the Company at the annual general meeting held on September 28, 2021, for a term of 5 (Five) consecutive years. Accordingly, M/s. Walker Chandiok & Co LLP, Chartered Accountants, will hold office till the conclusion of 55^th annual general meeting of the Company to be held in the year 2026.

The Statutory Auditors has not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act and no comment of Board on the audit report is required to be given.

The auditor''s report submitted by the Statutory Auditors on the standalone and consolidated financial statements of the Company for the year ended March 31, 2024 forms part of the Annual Report. There is no qualification / reservation or adverse remark in the Audit report.

Internal Auditor

During the year under the review, to ensure better governance, compliances and internal control over financial reporting and financial processes, the Company appointed M/s. Haribhakti & Co. LLP as an Internal Auditors of the Company, with effect from July 01, 2023 for a period of 1 (One) year.

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia, Company Secretary in Practice (CP No. 2514) as the Secretarial Auditor. The secretarial audit report submitted by the Secretarial Auditor for the financial year 2023-24 is annexed as Annexure-B and forms an integral part of this Annual Report.

During the year under review, the Secretarial Auditor has not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

There is no qualification / reservation or adverse remark in the Secretarial Audit report for the financial year 2023-24.

As per the requirements of the Listing Regulations, Secretarial Auditors of the respective material subsidiaries of the Company have undertaken secretarial audits ofthese subsidiaries for financial year 2023-24. Their audit reports confirm that the material subsidiaries have complied with the provisions of the Act, Rules, and guidelines and that there were no deviations or non-compliances.

12. WEB ADDRESS FOR ANNUAL RETURN

The Annual Return for the financial year 2023-24 will be made available on the website of the Company at www. schandgroup.com/investors/#annual-report.

13. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is in the business of publishing and printing of books. The brief details about conservation of energy and technology absorption are mentioned below:

A) Conservation of energy-

(i) The steps taken or impact on conservation of energy -

- The Company has rationalized the use of Generators and structured the working hours of its warehouse facilities in such a manner where dependence on Generator Sets is reduced. Further the process of using PNG Gensets is in process.

- I n its offices lighting system has been efficiently used and overall use of electricity has been minimized.

(ii) t he steps taken by the Company for utilizing alternate sources of energy: The Company is in the process of shifting its warehouse to facilities

which will have Solar Panels to meet the energy demands. The Corporate Office already has such facilities.

(iii) the capital investment on energy conservation equipment''s; Nil

B) Technology absorption-

(i) the efforts made towards technology absorption- The company has upgraded its ERP from SAP ECC 6.0 to SAP S4 HANA.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; The efficiency of processing transactions has improved due to this upgrade.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil

(iv) t he expenditure incurred on Research and Development. Nil

During the year under review, the Foreign Exchange

earnings and outgo are as follows:

i) Foreign Exchange earnings: '' 26.83 million

ii) Foreign Exchange outgo: '' 13.14 million

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by the Board comprising an optimum blend of Executives and NonExecutive Professional Directors. The Chairman of the Board is a Non-Executive, Independent Director. As on March 31, 2024, the Board of Directors consists of 7 (Seven) Directors consisting of a Managing Director, a Whole-time Director and 5 (Five) Non-Executive Directors, out of which 3 (Three) are Independent Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations and the relevant provisions of the Act.

All the Directors possess requisite qualifications and experience in corporate management, finance, banking, publishing and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors.

During the year under review, there was no change in the composition of Board of Directors and Key Managerial Personnels.

The details relating to skills, competencies and expertise of Independent Directors are given in the Corporate Governance Report that forms part of this Annual Report.

Director liable to retire by rotation

I n terms of section 152 of the Act, Mr. Dinesh Kumar Jhunjhnuwala (DIN: 00282988) will retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommended his reappointment and the same is included in the notice of the ensuing AGM.

Further, sub-section (13) of Section 149 ofthe Act, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to the Independent Directors. Hence, none of the Independent Directors will retire at the ensuing AGM.

Re-appointment of Managing Director and Whole Time Director

Mr. Himanshu Gupta (DIN: 00054015) has been reappointed as Managing Director of the Company with effect from May 22, 2019 for a period of 5 (Five) years i.e upto May 21, 2024. The Nomination and Remuneration Committee of the Directors of your Company after taking into account the performance of Mr. Himanshu Gupta during his term of 5 (Five) years and considering his knowledge, acumen, expertise, experience and the substantial contribution, has recommended to the Board his re-appointment as Managing Director of the Company for a further period of 5 (Five) years. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on February 06, 2024 re-appointed him as Managing Director of the Company for a further period of 5 (Five) years with effect from May 22, 2024, subject to the approval of the members in the ensuing AGM.

M r. Dinesh Kumar Jhunjhnuwala (DIN: 00282988) has been re-appointed as Whole-time Director of the Company with effect from March 28, 2019 for a period of 5 (Five) years i.e upto March 27, 2024. The Nomination and Remuneration Committee of the Directors of your Company after taking into account the performance of Mr. Dinesh Kumar Jhunjhnuwala during his term of 5 (Five) years and considering his knowledge, acumen, expertise, experience and the substantial contribution, has recommended to the Board his re-appointment as Whole-time Director of the Company for a further period of 5 (Five) years. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on February 06, 2024 reappointed him as Whole-time Director of the Company for

a further period of 5 (Five) years with effect from March 28, 2024, subject to the approval of the members in the ensuing AGM.

Continuation of Ms. Savita Gupta (DIN No.: 00053988) as a Non-Executive Non-Independent Director of the Company

M s. Savita Gupta, Non-Executive Non-Independent Director, was appointed on the Board of the Company on October 20, 1989. Pursuant to Regulation 17(1A) of the Securities Exchange Board of India (Listing Regulation and Disclosure Requirements), 2015 or as amended from time to time, for continuation of office of any NonExecutive Director who has attained the age of 75 (Seventy Five) years, approval of shareholders by way of a Special Resolution is required. Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors in its meeting held on August 12, 2024 approved the continuation of her directorship in the Company, subject to the approval of the members in the ensuing AGM.

Independent Directors'' Declaration

The Independent Directors have given a declaration that they meet the criteria of independence as prescribed under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further, pursuant to Sub-rule (1) of Rule 6 of The Companies (Appointment & Qualifications of Directors) Rules, 2014, the Independent Directors have successfully registered their names in the Data Bank of Independent Directors. The Independent Directors have also complied with the Code of Conduct for Directors and senior management personnel. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact the ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

Board Evaluation

I n compliance with the Act and Regulation 17 (10) of the Listing Regulations, the Board has carried out an evaluation of its own performance, its Committees and performance of individual Directors for the year under review. The aspects covered in the evaluation includes adherence of code of conduct and corporate governance practices of the Company, professional qualification and experience especially experience to relevant industry, attendance and participation in the Board / Committee Meetings etc. The evaluation of the individual Director was done by all the Directors other than the Director being evaluated and evaluation of the Board was done by all the

Directors. The evaluation of the Independent Directors was based on their performance and fulfillment of criteria of independence as per the Act and independence from the management.

Complete details of such evaluation are given in the Corporate Governance Report that forms part of this Annual Report. The Board of Directors expressed their satisfaction with the evaluation process.

Board Meetings

During the year under review, the Board of Directors met 6 (Six) times, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

15. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act along with the purpose for which the loans or guarantees or securities are proposed to be utilized by the recipient are provided in the Note No. 8, 9, 14 and 42 of the standalone financial statements of the Company for the year ended March 31, 2024.

16. RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered by the Company were in ordinary course of the business and on arm''s length basis. No material related party transaction was entered during the financial year by the Company.

Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act, in Form AOC 2 is not applicable to your Company.

The Policy on materiality of related party transactions and policy on dealing with the related party transactions are available on the Company''s website at www.schandgroup. com/investors/#corporate-policies.

17. INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report and annexed as Annexure-C.

Pursuant to Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing, inter alia, the names of top ten

employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of '' 1.02 crores or more, and every employee employed for part of the year and in receipt of remuneration of '' 8.50 lakhs or more per month is attached as Annexure-D of this report.

Managerial Remuneration

The Nomination and Remuneration Committee by passing resolution by circulation on August 26, 2021 and Board of Directors at its meetings held on August 31, 2021 and the members at the annual general meeting held on September 28, 2021 approved the remuneration of Mr. Himanshu Gupta, Managing Director, and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director of the Company effective from July 01, 2021 till the expiry of their respective terms.

During the financial year 2023-24, the following remuneration was paid to the Managerial Personnel:

Mr. Himanshu Gupta - '' 22.75 million

Mr. Dinesh Kumar Jhunjhnuwala - '' 16.90 million

Sexual Harassment Policy

The Company has zero tolerance for sexual harassment at the work place and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" in line with the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" ("POSH"). The Company has an Internal Complaints Committee which has been constituted as per the provisions of POSH and this Committee deals with all the sexual harassment matters. The disclosures in relation to POSH have been provided in the Corporate Governance Report.

Details of ESOPS

The underlying objectives of Employees Stock Option Scheme 2012, Employees Stock Option Plan 2018 and Employees Stock Option Plan 2023 (collectively refer as "ESOP Schemes") are to attract, motivate, retain and reward employees for high levels of individual performance and share the wealth that they have created for the Company and its members. ESOP Schemes are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations").

Pursuant to the Regulation 13 of the SBEB Regulations, a Certificate has been issued by the Secretarial Auditor of the Company, certifying that the ESOP schemes of the Company are being implemented in accordance with the

SBEB Regulations and in accordance with the resolutions passed by the members of the Company in this respect. The said certificate shall be made available for inspection by the members at the ensuing Annual General Meeting.

The relevant disclosures pursuant to Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014 and the Regulation 14 of the SBEB Regulations are given as Annexure-E. Relevant disclosures pursuant to Regulation 14 read with Part F of Schedule of I of SBEB Regulations are available on the website of the Company at www. schandgroup.com.

18. RISK MANAGEMENT

During the year under review, the Company has identified and evaluated elements of risk. The business risks inter-alia impact of increase in raw material and printing cost, change in curriculum, change in education framework, implementation ofNEP, higher borrowing cost, competition from other players and violation of intellectual property rights of the Company and current regulatory framework in the country. The risk management framework defines the risk management approach of the Company which includes periodic review of such risks, mitigation controls and reporting mechanism of such risks. The Risk Management Committee, Board of Directors, Audit Committee and the senior management evaluates the operations to identify potential risks and take necessary actions to mitigate the same. The Company also has in place a Risk Management Policy and the Risk Management Committee ensures implementation of appropriate risk management framework for the Company.

The details relating to composition and terms of reference of Risk Management Committee are given in Corporate Governance Report that forms part of this Annual Report.

19. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Act, the Company has a Corporate Social Responsibility Committee ("CSR Committee"), which comprises of Mr. Desh Raj Dogra (Chairman- Non-Executive, Independent Director), Mr. Himanshu Gupta - (Member-Managing Director) and Mr. Dinesh Kumar Jhunjhnuwala - (Member-Whole-time Director). The terms of references of the CSR Committee are provided in the Corporate Governance Report which forms part of this Annual Report. The CSR policy of the Company is available on the Company''s website at www. schandgroup.com/investors/#corporate-policies.

Since, the Company has reported net loss (as computed

as per provisions of Section 198 of the Act) during the financial year 2020-21. The average net profit (as computed as per provisions of Section 198 of the Act) of the Company made during the preceding three financial year (i.e. 2020-21, 2021-22 & 2022-23 (restated)) is negative . In view of the same, the Company did not spend on CSR activities during the financial year 2023-24.

The Annual Report on the CSR for the financial year 2023-24 is attached as Annexure-F and forms part of this Annual Report.

20. VIGIL MECHANISM

The Company has adopted the vigil mechanism by way of formulating a Whistle Blower Policy. The policy provides a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on the website of the Company at www.schandgroup.com/ investors/#corporate-policies.

21. CORPORATE GOVERNANCE

Your Company is committed to maintain the high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by The Securities and Exchange Board of India. In terms of Regulation 34 of the Listing Regulations, a report on the Corporate Governance along with a certificate of practicing company secretary on compliance of conditions of Corporate Governance is attached as Annexure-G and forms an integral part of this Annual Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and analysis report, highlighting the performance of the Company and its business prospects, is provided in a separate section and forms an integral part of this Annual Report.

23. AUDIT COMMITTEE

The Audit Committee comprises of 3 (Three) NonExecutive, Independent Directors, namely Ms. Archana Capoor (Chairperson-Non-Executive, Independent Director), Mr. Desh Raj Dogra (Member-NonExecutive, Independent Director) and Mr. Rajagopalan Chandrashekar (Member-Non-Executive, Independent Director). The details of the Audit Committee are included in the Corporate Governance Report.

24. NOMINATION AND REMUNERATION POLICY

The Board of Directors has a policy which lays down a framework in relation to appointment and remuneration to Directors, Key Managerial Personnel and senior management of the Company. The policy lays down the criteria for determining qualifications, positive attributes and independence and remuneration of Board members, Key Managerial Personnel and employees. The objective of this policy is to attract and retain talent and to strike the right balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the goals of the Company. The Nomination and Remuneration Policy is available on Company''s website at www.schandgroup.com/investors/#corporate-policies.

The Nomination and Remuneration policy of the Company are in line with the amendments notified by SEBI vide the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023.

25. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards.

26. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board hereby submits its responsibility statement:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this

Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. STATUTORY DISCLOSURES

a) The Company is not required to maintain cost records as per Section 148(1) of the Act.

b) No application was made against the Company under the Insolvency and Bankruptcy Code 2016 ("IBC 2016") during the year and no proceeding is pending against the Company under IBC 2016 as at the end of financial year 2023-24.

c) During the year under review, the Company has not entered any One-Time Settlement of loans with Banks or Financial Institutions, therefore, the requirement of stating the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise.

28. ACKNOWLEDGMENTS

Your Directors wish to express their thanks to the members, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.

On behalf of the Board of Directors For S Chand And Company Limited

Sd/- Sd/-

Himanshu Gupta Dinesh Kumar Jhunjhnuwala

Place: New Delhi Managing Director Whole-time Director

Date: August 12, 2024 DIN: 00054015 DIN: 00282988

---

Mar 31, 2023

The Directors are pleased to present the 52^nd Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

Figures in Rs. Million
Abridged Profit And Loss Statement	Consolidated		Standalone
	FY Ended 31st March 2023	FY Ended 31st March 2022	FY Ended 31st March 2023	FY Ended 31st March 2022
Revenue from operations	6,103.24	4,809.30	2,235.23	1,699.66
Other income	329.1 1	143.47	343.99	190.08
Total Revenue	6,432.35	4,952.77	2,579.22	1,889.74
Profit/(Loss) before finance cost, tax, depreciation and amortization, (EBIDTA)	1,291.81	757.19	540.51	319.99
Depreciation and amortization expenses	463.60	420.62	86.77	81.12
Finance cost	206.71	273.59	89.74	121.61
Profit/(Loss) before tax, Exceptional Item, minority interest and share of associate company	621.50	62.98	364.00	117.26
Exceptional (expense)/income	156.28	(12.08)	(152.84)	-
Tax expense	200.75	(34.76)	65.99	28.56
Profit/(Loss) after tax and before minority interest and share of associate company	577.03	85.66	145.17	88.70
Share in (loss)/income of associate company	(1.11)	(5.26)	-	-
Profit/(Loss) for the year	575.92	80.40	145.17	88.70
Other Comprehensive income/(loss)	(21.17)	6.89	(11.94)	3.12
Total Comprehensive Income/(Loss) for the year	554.75	87.29	133.23	91.82
Total Comprehensive income/(loss) for the year attributable to
- Owners of the parent	637.95	117.32	133.23	91.82
- Minority interest	(83.20)	(30.03)	-	-
Balance of profit brought forward from previous years	1,572.16	1,454.84	1,156.09	1,064.27
Net surplus/(loss) in the statement of profit and loss account	660.36	111.85	145.17	88.70
Other Comprehensive income/(loss)	(22.41)	5.47	(11.94)	3.12
Appropriations:
Equity dividend	-	-	-	-
Tax on Equity dividend	-	-	-	-
Adjustments relating to subsidiary companies	-	-	-	-
Transfer from debenture redemption reserve	1.07	-	-	-
Adjustment on acquisition of non-controlling interest	(8.11)
Balance Carried to Balance Sheet	2,203.06	1,572.16	1,289.32	1156.09

2. OPERATIONS

The Company has reported revenue from operations of Rs. 2,235.23 million in comparison to the previous year''s revenue from operation of Rs. 1,699.66 million, an increase in revenue by 32% YoY. The Company has reported strong increase in the net profit (after tax) to Rs.145.17 million as compared to a net profit (after tax) of Rs. 88.70 million in the previous year. The increase in sales was on the back of volume growth with educational institutions reopening across the country and further enhanced by the increase in prices of books taken during the year to offset a sharp increase in paper prices. The increase in profitability was despite the pressure from raw material costs which saw huge escalation during the year.

The Company was able to increase efficiency in working capital through better trade receivable management and controtted inventory. The Company reported year end receivables of Rs. 1,199.63 million vs. Rs. 1,177.38 million in the last year which is higher by Rs. 22.25 million in spite of Rs. 535.57 million higher sates during the year. Year ending Inventories increased to Rs. 514.46 million from Rs. 393.61 million in the last year on the back of higher raw paper inventory at the year end.

The Company reduced long-term borrowings drastically during the year to Rs. 60.68 million from Rs. 285.33 million last year. Short-term borrowings increased during the year to Rs. 575.91 million from Rs. 427.63 million last year. Total Borrowings reduced by Rs. 76.37 million during the year.

The Company expects to achieve higher revenue and profitability growth in the next financial year driven by the announcement of the National Curriculum Framework (NCF) for Class 3^rd to Class 12^th during the year which should provide us a runway of strong growth for the next 2-3 years. Shareholders may take note that the NCF for classes K-2 has already been announced in October, 2022. Additionally we are planning to take a 6%-8% price hike on the product portfolio during the year. Increase in product pricing, optimized operating expenses, reduced sates returns and reduction in working capital should drive our cash flows for financial year 2023-24.

3. DIVIDEND

Pursuant to Regulation 43A of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 ("Listing Regulations"] (as amended], the Board of Directors of your Company has formulated a Dividend Distribution Policy. The policy is available on web-tink https://schandgroup.com/wp-content/uptoads/Dividend-Distribution-Poticy.pdf.

After considering the parameters as specified in Divided Distribution Poticy of the Company the Board of Directors of the Company at its meeting hetd on May 30, 2023 recommended a finat dividend of Rs. 3/- per shares to the equity sharehotders of the Company for the financiat year 2022-23. Finat dividend if approved by the sharehotders in the ensuring annuat generat meeting witt be paid to att the sharehotders whose names are appearing in the tist of beneficiat owners on the record date fixed for payment of dividend after deducting appticabte withhotding tax.

Pursuant to Rute 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund] Rutes, 2016 (as amended], Mr. Jagdeep Singh has been appointed as the Nodat Officer of the Company. The detaits of the Nodat Officer and the unpaid and unctaimed amounts are avaitabte on the website of the Company at www.schandgroup.com/investors/.

4. TRANSFER TO RESERVES

The Board of Directors of your Company has not proposed to transfer any amount to the Reserves.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2022-23 AND THE DATE OF THIS REPORT

There have been no materiat changes and commitments, which affect the financiat position of the Company have occurred between the end of the financiat year 2022-23 and the date of this Report.

6. CHANGE IN THE NATURE OF Business

During the year under review, there has been no change in the nature of business.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED By THE REGULATORS/COURTS/TRIBUNALS

The Hon''bte Nationat Company Law Tribunat, New Dethi Bench III vide its order dated Juty 24, 2023 approved the Composite Scheme of Arrangement amongst Btackie & Son (Calcutta] Private Limited ("Blackie"], Nirja Pubtishers & Printers Private Limited ("Nirja"], DS Digitat Private Limited ("DS Digital"], Safari Digitat Education Initiatives Private Limited ("Safari"] and S Chand And Company Limited ("the Company"], its respective members and creditors under the provisions of Sections 230 to 232 and other appticabte provisions of the Companies Act, 2013 read with the rutes framed thereunder The said scheme of arrangement is effective from the appointed date (i.e. Aprit 01, 2017] but witt be operative with effect from the date of fiting of certified true copy of the order of the Hon''bte NCLT with the jurisdictionat Registrar of Companies by the transferor and transferee companies. Accordingty once the order becomes operative, Btackie, Nirja and DS Digitat shatt be deemed to be dissotved with effect from date of fiting of order with the Registrar of Companies.

Scheme invotves the fottowing restructuring:

- Amatgamation of Nirja and Btackie with and into the Company;

- Demerger of educationat Business of DS Digitat and Safari with and into the Company;

- Amatgamation of DS Digitat with residuat business (business remaining after demerger of education business] with and into Safari.

There are no other significant and materiat orders was passed by any Regutator/Court/Tribunat against the Company which woutd impact the going concern status of the Company and its future operations.

8. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system and processes. Internal Control policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Internal Auditors of the Company M/s. Haribhakti & Co. LLP, Chartered Accountants, audited and reviewed the internal controls, operating systems, internal processes and procedures of the Company. The reports on findings of Internal Auditors have been reviewed by the Audit Committee periodically.

9. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCSIATE COMPANIES

Eurasia Publishing House Private Limited ("Eurasia"), a wholly owned subsidiary of the Company has been amalgamated with Chhaya Prakashani Limited ("Chhaya"), a wholly owned subsidiary of the Company vide the Hon''ble National Company Law Tribunal, Kolkata Bench order dated April 21, 2022. The scheme of amalgamation was effective from the appointed date (i.e. April 01, 2020) but operative with effect from May 04, 2022 (i.e. the date of filing the certified copy of NCLT order by Eurasia and Chhaya with the Registrar of Companies, West Bengal). Accordingly, Eurasia ceased to be subsidiary of the Company with effect from May 04, 2022.

Smartivity Labs Private Limited ceased to be an associate of the Company with effect from June 22, 2022.

As on March 31, 2023, the Company had 12 (Twelve) subsidiaries. The Board of Directors reviewed the affairs of its subsidiaries for the financial year 2022-23. The Consolidated Financial Statements of your Company for the financial year 2022-23 are prepared in compliance with the applicable provisions of The Companies Act, 2013 ("the Act"), The Companies (Indian Accounting Standards) Rules, 2015 and the Listing Regulations, as amended from time to time, which shall be placed before the members in the ensuing Annual General Meeting ("AGM").

Subsidiaries:

a) Blackie & Son (Calcutta) Private Limited

Blackie & Son (Calcutta) Private Limited reported total revenue from operations of Rs. 0.94 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 0.57 million in the previous financial year and reported a net loss (after tax) of Rs. 0.05 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 0.45 million in the previous financial year.

b) BPI (India) Private Limited

BPI (India) Private Limited reported total revenue from operations of Rs. 43.18 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 76.44 million in the previous financial year and reported a net profit (after tax) of Rs. 7.20 million in the financial year 2022-23 as compared to a net loss (after tax) of Rs. 21.18 million in the previous financial year

c) Chhaya Prakashani Limited (Formerly Chhaya Prakashani Private Limited)

Chhaya Prakashani Limited reported total revenue from operations of Rs. 1,153.89 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 863.27 million in the previous financial year and reported a net profit (after tax) of Rs. 268.53 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 175.19 million in the previous financial year

d) Convergia Digital Education Private Limited

Convergia Digital Education Private Limited reported total revenue from operations of Rs. 116.55 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 144.84 million in the previous financial year and reported a net loss (after tax) of Rs. 135.66 million in the financial year 2022-23 as compared to a net loss (after tax) of Rs. 81.11 million in the previous financial year

e) DS Digital Private Limited

DS Digital Private Limited reported total revenue from operations of Rs. 48.76 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 49.37 million in the previous financial year and reported a net loss (after tax) of Rs. 64.06 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 27.35 million in the previous financial year.

f) Edutor Technologies India Private Limited

Edutor Technologies India Private Limited reported total revenue from operations of Rs. 17.35 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 20.49 million in the previous financial year and reported a net loss (after tax) of Rs. 31.78 million in the financial year 2022-23 as compared to a net loss (after tax) of Rs. 28.68 million in the previous financial year

g) Indian Progressive Publishing Co Pvt Ltd

Indian Progressive Publishing Co Pvt Ltd reported total revenue from operations of Rs. 18.79 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 5.46 million in the previous financial year and reported a net profit (after tax) of Rs. 10.48 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 2.61 million in the previous financial year.

h) New Saraswati House (India) Private Limited

New Saraswati House (India) Private Limited reported total revenue from operations of Rs. 1,131.62 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 893.58 million in the previous financial year and reported a net profit (after tax) of Rs. 96.80 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 238.79 million in the previous financial year

i) Nirja Publishers & Printers Private Limited

Nirja Publishers & Printers Private Limited reported total revenue from operations of Rs. 1.09 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 3.41 million in the previous financial year and reported a net profit (after tax) of Rs. 33.02 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 24.30 million in the previous financial year.

j) S. Chand Edutech Private Limited

S. Chand Edutech Private Limited reported total revenue from operations of Rs. 35.18 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 11.04 million in the previous financial year and reported a net loss (after tax) of Rs. 13.00 million in the financial year 2022-23 as compared to a net loss (after tax) of Rs. 33.00 million in the previous financial year.

k) Safari Digital Education Initiatives Private Limited

Safari Digital Education Initiatives Private Limited reported total revenue from operations of Rs. 26.36 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 60.29 million in the previous financial year and reported a net profit (after tax) of Rs. 14.21 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 102.13 million in the previous financial year

l) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported total revenue from operations of Rs. 1,829.69 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 1,482.95 million in the previous financial year and reported a net profit (after tax) of Rs. 141.09 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 51.90 million in the previous financial year.

In accordance with section 129 (3) of the Act, a statement containing salient features of financial statements of each of the subsidiary in the prescribed Form AOC-1 is enclosed as Annexure-A. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiary will be available on the website of the Company (www.schandgroup.com/investors/). These documents will also be available for inspection during business hours at the registered office of the Company.

The policy for determining material subsidiaries is available on the website of the Company at www.schandgroup.com/investors/#corporate-policies.

For contribution of the subsidiaries in the overall performance of the Company please refer note 53 of the consolidated financial statements of the Company forming part of this Annual Report.

10. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review within the purview of section 73 of the Act read with The Companies (Acceptance of Deposits) Rules, 2014. There is no unclaimed or unpaid deposits lying with the Company.

11. AUDITORS

Statutory Auditor

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as Statutory Auditors of the Company at the annual general meeting held on September 28, 2021, for a term of 5 (Five) consecutive years. Accordingly, M/s. Walker Chandiok & Co LLP, Chartered Accountants, will hold office till the conclusion of 55^th annual general meeting of the Company to be held in the year 2026.

The Statutory Auditors has not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act and no comment of Board on the audit report is required to be given.

The auditor''s report submitted by the Statutory Auditors on the standalone and consolidated financial statements of the Company for the year ended March 31, 2023 forms part of the Annual Report. There is no qualification/reservation or adverse remark in the Audit report.

Internal Auditor

During the year under the review, to ensure better governance, compliances and internal control over financial reporting and financial processes, the Company appointed M/s. Haribhakti & Co. LLP as an Internal Auditors of the Company with effect from July 01, 2022 for a period of 1 (One) year.

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia, Company Secretary in Practice (CP No. 2514] as the Secretariat Auditor. The secretariat audit report submitted by the Secretariat Auditor for the financial year 2022-23 is annexed as Annexure-B and forms an integral part of this Annual Report.

During the year under review, the Secretariat Auditor has not reported any matter under Section 143 (12] of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

There is no quatification/reservation or adverse remark in the Secretariat Audit report for the financial year 2022-23.

As per the requirements of the Listing Regutations, Secretariat Auditors of the respective materiat subsidiaries of the Company have undertaken secretariat audits of these subsidiaries for financiat year 2022-23. Their audit reports confirm that the materiat subsidiaries have comptied with the provisions of the Act, Rutes and guidetines and that there were no deviations or non-comptiances.

12. WEB ADDRESS FOR ANNUAL RETURN

The Annuat Return for the financiat year 2022-23 witt be made avaitabte on the website of the Company at www.schandgroup.com/ investors/#annuat-report.

13. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is in the business of pubtishing and printing of books. The brief detaits about conservation of energy and technotogy absorption are mentioned betow:

A) Conservation of energy-

(i) the steps taken or impact on conservation of energy -

- The Company has rationatized the use of DG Set and structured the working hours of its production facitities in such a manner where dependence on DG Set has been reduced.

- In its offices tighting system has been efficientty used and overatt use of etectricity has been minimized.

(ii) the steps taken by the Company for utitizing atternate sources of energy; Nit

(iii) the capitat investment on energy conservation equipment''s; Nit

B) Technology absorption-

(i) the efforts made towards technotogy absorption- There was no additionat investment for technotogy absorption during the year under review.

(ii) the benefits derived tike product improvement, cost reduction, product devetopment or import substitution; Nit

(iii) in case of imported technotogy (imported during the tast three years reckoned from the beginning of the financiat year)- Nit

(iv) the expenditure incurred on Research and Devetopment. Nit

During the year under review, the Foreign Exchange earnings and outgo are as fottows:

i) Foreign Exchange earnings: Rs. 4.87 mittion

ii) Foreign Exchange outgo: Rs. 7.42 mittion

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed and controtted by the Board comprising an optimum btend of Executives and Non-Executive Professionat Directors. The Chairman of the Board is a Non-Executive, Independent Director. As on March 31, 2023, the Board of Directors consists of 7 (Seven) Directors consisting of a Managing Director, a Whote-time Director and 5 (Five) Non-Executive Directors, out of which 3 (Three) are Independent Directors. The composition of the Board is in conformity with Regutation 17 of the Listing Regutations and the retevant provisions of the Act.

Att the Directors possess requisite quatifications and experience in corporate management, finance, banking and other attied fietds which enabte them to contribute effectivety to the Company in their capacity as Directors.

During the year under review, there were no change in the composition of Board of Directors.

The detaits retating to skitts, competencies and expertise of Independent Directors are given in the Corporate Governance Report that forms part of this Annuat Report.

Director liable to retire by rotation

In terms of section 152 of the Act, Ms. Savita Gupta (DIN: 00053988] wilt retire by rotation at the ensuing AGM and being eligible offers herself for reappointment. The Board recommended her re-appointment and the same is included in the notice of the ensuing AGM.

Further, sub-section (13] of Section 149 of the Act, provides that the provisions of retirement by rotation as defined in sub-sections (6] and (7] of Section 152 of the Act shall not apply to the Independent Directors. Hence, none of the Independent Directors will retire at the ensuing AGM.

Re-appointment of Independent Director

Mr Rajagopalan Chandrashekar (DIN: 03634002] was appointed as an Independent Director of the Company at the annual general meeting held on September 25, 2018 to hold office for a period of 5 (Five] years i.e. up to July 22, 2023. The Company has received a notice under Section 160 of the Act from a member, proposing the candidature of Mr Rajagopalan Chandrashekar to the office of independent director

The Nomination and Remuneration Committee of the Directors of your Company after taking into account the performance evaluation of Mr Rajagopalan Chandrashekar during his first term of 5 (Five] years and considering his knowledge, acumen, expertise, experience and the substantial contribution, has recommended to the Board his re-appointment as an Additional Director in the capacity of Independent Director for a second term of 5 (Five] years. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held July 20, 2023 appointed him as an Additional Director in the capacity of Independent Director with effect from July 23, 2023 till the conclusion of ensuing Annual General Meeting and recommended his regularization and re-appointment as an Independent Director, not liable to retire by rotation, for a second term of 5 (Five] consecutive years with effect from July 23, 2023 up to July 22, 2028 to the shareholders for their approval by passing special resolution. This matter is included in the notice of the ensuing AGM forming part of the Annual Report.

Integrity, expertise and experience (including the proficiency] of Mr Rajagopalan Chandrashekar

Mr Rajagopalan Chandrashekar is an Industrial Engineer from NIT Jalandhar and a management graduate from NITIE Mumbai. He has more than 20 (Twenty] years of experience in strategy, corporate planning, and business development. He is proficient enough and understands business, finance, commercial and corporate governance matters of the Company. In the opinion of the Board, Mr Rajagopalan Chandrashekar posses requisite integrity, expertise, experience and proficiency.

Mr Rajagopalan Chandrashekar is able to read and understand the financial statements and have successfully registered himself with the Data Bank of Independent Directors as maintained by Indian Institute of Corporate Affairs. Pursuant to the proviso to Rule 6(4] of the Companies (Appointment and Qualifications of Directors] Rules, 2014, he is not required to pass online proficiency self-assessment test.

Independent Directors'' Declaration

The Independent Directors have given a declaration that they meet the criteria of independence as prescribed under section 149(6] of the Act and Regulation 16(1](b] of the Listing Regulations. Further, pursuant to Sub-rule (1] of Rule 6 of The Companies (Appointment & Qualifications of Directors] Rules, 2014, the Independent Directors have successfully registered their names in the Data Bank of Independent Directors. The Independent Directors have also complied with the Code of Conduct for Directors and senior management personnel. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact the ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

Board Evaluation

In compliance with the Act and Regulation 17 (10] of the Listing Regulations, the Board has carried out an evaluation of its own performance, its Committees and performance of individual Directors for the year under review. The aspects covered in the evaluation includes adherence of code of conduct and corporate governance practices of the Company, professional qualification and experience especially experience to relevant industry, attendance and participation in the Board/Committee Meetings etc. The evaluation of the individual Director was done by all the Directors other than the Director being evaluated and evaluation of the Board was done by all the Directors. The evaluation of the Independent Directors was based on their performance and fulfillment of criteria of independence as per the Act and independence from the management.

Complete details of such evaluation are given in the Corporate Governance Report that forms part of this Annual Report. The Board of Directors expressed their satisfaction with the evaluation process.

Board Meetings

During the year under review, the Board of Directors met 6 (Six] times, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

15. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act along with the purpose for which the loans or guarantees or securities are proposed to be utilized by the recipient are provided in the Note No. 8, 9, 14 and 42 of the standalone financial statements of the Company for the year ended March 31, 2023.

16. RELATED PARTY TRANSACTIONS

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in form AOC-2 is enclosed as "Annexure-C".

The Policy on materiality of related party transactions and policy on dealing with the related party transactions are available on the Company''s website at www.schandgroup.com/investors/#corporate-policies.

17. INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report and annexed as Annexure-D.

Pursuant to Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crores or more, and every employee employed for part of the year and in receipt of remuneration of Rs. 8.50 lakhs or more per month is attached as Annexure-E of this report.

Managerial Remuneration

The Nomination and Remuneration Committee by passing resolution by circulation on August 26, 2021 and Board of Directors at its meetings held on August 31, 2021 and the members at the annual general meeting held on September 28, 2021 approved the remuneration of Mr. Himanshu Gupta, Managing Director, and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director of the Company effective from July 01, 2021 till the expiry of their respective terms.

During the financial year 2022-23, the following remuneration was paid to the Managerial Personnel:

Mr. Himanshu Gupta - Rs. 23.92 million

Mr. Dinesh Kumar Jhunjhnuwala - Rs. 18.18 million

Sexual Harassment Policy

The Company has zero tolerance for sexual harassment at the work place and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" in line with the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" ("POSH"). The Company has an Internal Complaints Committee which has been constituted as per the provisions of POSH and this Committee deals with all the sexual harassment matters. The disclosures in relation to POSH have been provided in the Corporate Governance Report.

Details of ESOPS

The underlying objectives of Employees Stock Option Scheme 2012 and Employees Stock Option Plan 2018 are to attract, motivate, retain and reward employees for high levels of individual performance and share the wealth that they have created for the Company and its members. Employees Stock Option Scheme 2012 and Employees Stock Option Plan 2018 are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations").

The relevant disclosures pursuant to Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014 and the Regulation 14 of the SBEB Regulations are given as Annexure-F. Relevant disclosures pursuant to Regulation 14 read with Part F of Schedule of I of SBEB Regulations are available on the website of the Company at www.schandgroup.com.

18. RISK MANAGEMENT

During the year under review, the Company has identified and evaluated elements of risk. The business risks inter-alia impact of Covid 19 pandemic, increase in raw material and printing cost, change in curriculum, change in education framework, higher borrowing cost, competition from other players and violation of intellectual property rights of the Company and current regulatory framework in the country. The risk management framework defines the risk management approach of the Company which includes periodic review of such risks, mitigation controls and reporting mechanism of such risks. The Risk Management Committee, Board of Directors, Audit Committee and the senior management evaluates the operations to identify potential risks and take necessary actions to mitigate the same. The Company also has in place a Risk Management Policy and the Risk Management Committee ensures implementation of appropriate risk management framework for the Company.

The details relating to composition and terms of reference of Risk Management Committee are given in Corporate Governance Report that forms part of this Annual Report.

19. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Act, the Company has a Corporate Social Responsibility Committee ("CSR Committee"), which comprises of Mr. Desh Raj Dogra (Chairman- Non-Executive, Independent Director), Mr Himanshu Gupta - (Member-Managing Director) and Mr. Dinesh Kumar Jhunjhnuwala - (Member-Whole-time Director). The terms of references of the CSR Committee are provided in the Corporate Governance

Report which forms part of this Annual Report. The CSR policy of the Company is available on the Company''s website at www.schandaroup.com/ investors/#corporate-poticies.

Since, the Company has reported net toss (as computed as per provisions of Section 198 of the Act] during the financial year 2019-20. Therefore, the average net profit (as computed as per provisions of Section 198 of the Act] of the Company made during the preceding three financial year (i.e. 2019-20, 2020-21 & 2021 -22] is negative. In view of the same, the Company was not required to spend any amount on CSR activities during the financial year 2022-23.

The Annual Report on the CSR for the financial year 2022-23 is attached as Annexure-G and forms part of this Annual Report.

20. VIGIL MECHANISM

The Company has adopted the vigil mechanism by way of formulating a Whistle Btower Policy. The policy provides a format mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Chairperson of the Audit Committee. The Whistle Btower Policy is available on the website of the Company at www.schandgroup.com/ investors/#corporate-poticies.

21. CORPORATE GOVERNANCE

Your Company is committed to maintain the high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by The Securities and Exchange Board of India. In terms of Regutation 34 of the Listing Regutations, a report on the Corporate Governance atong with a certificate of practicing company secretary on comptiance of conditions of Corporate Governance is attached as Annexure-H and forms an integral part of this report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and anatysis report, hightighting the performance of the Company and its business prospects, is provided in a separate section and forms an integrat part of this Annuat Report.

23. AUDIT COMMITTEE

The Audit Committee comprises of 3 (Three] Non-Executive, Independent Directors, namety Ms. Archana Capoor (Chairperson-Non-Executive, Independent Director], Mr Desh Raj Dogra (Member-Non-Executive, Independent Director] and Mr. Rajagopatan Chandrashekar (Member-NonExecutive, Independent Director]. The detaits of the Audit Committee are inctuded in the Corporate Governance Report.

24. NOMINATION AND Remuneration POLICY

The Board of Directors has a poticy which tays down a framework in retation to appointment and remuneration to Directors, Key Manageriat Personnet and senior management of the Company. The poticy tays down the criteria for determining quatifications, positive attributes and independence and remuneration of Board members, Key Manageriat Personnet and emptoyees. The objective of this poticy is to attract and retain tatent and to strike the right batance between fixed and incentive pay reflecting short and tong term performance objectives appropriate to the goats of the Company. The Nomination and Remuneration Poticy is avaitabte on Company''s website at www.schandgroup.com/ investors/#corporate-poticies.

In order to atign the Nomination and Remuneration poticy of the Company with the amendments notified by SEBI vide the SEBI (Listing Obtigations and Disctosure Requirements] (Amendment] Regutations, 2023, the Board of Directors of the Company at its meeting hetd on May 30, 2023, on the recommendation of the Nomination and Remuneration Committee, amended the Nomination and Remuneration Poticy of the Company.

25. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has comptied with the appticabte Secretariat Standards.

26. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5] of the Act, the Board hereby submits its responsibitity statement:

a] in the preparation of the annuat accounts, the appticabte accounting standards had been fottowed atong with proper exptanation rotating to materiat departures;

b] the Directors have setected such accounting poticies and apptied them consistentty and made judgments and estimates that are reasonabte and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financiat year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. STATUTORY DISCLOSURES

a) The Company is not required to maintain cost records as per Section 148(1) of the Act.

b) No application was made against the Company under the Insolvency and Bankruptcy Code 2016 ("IBC 2016") during the year and no proceeding is pending against the Company under IBC 2016 as at the end of financial year 2022-23.

28. ACKNOWLEDGMENTS

Your Directors wish to express their thanks to the members, bankers, financial institutions, customers, suppliers, government and other

regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at aLL Levels for their

committed services to the Company.

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present 47^th Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2018.

1. FINANCIAL PERFORMANCE

Figures in Rs. Crores

	Consolidated		Standalone
Abridged Profit And Loss Statement	FY Ended	FY Ended	FY Ended	FY Ended
	31st March 2018	31st March 2017	31st March 2018	31st March 2017
Revenue from operations	794.45	659.22	343.99	292.60
Other income	8.49	1.60	6.68	1.17
Total Revenue	802.93	660.82	350.67	293.78
Profit before interest, tax, depreciation and amortization (EBIDTA)	201.18	167.37	71.70	57.02
Depreciation and amortization expenses	(19.28)	(26.43)	(3.35)	..........(751”)”“
Finance cost	123.971	(35.36)	(9.72)	(14.91)
Interest income	4.24	1.34	20.34	8.18
Profit before tax, minority interest and share of associate company	162.17	106.92	78.97	43.77
Exceptional items	-	-	-	-
Tax expense	(53.86)	(43.39)	(28.21)	(16..55[
Profit after tax and before minority interest and share of associate company	108.31	63.53	50.76	27.22
Share in loss of associate company	(1.23)	..........(227)’	-	-
Profit for the year	107.08	61.26	50.76	27.22
Other Comprehensive income	0.14	.........0.79”	0.20	0.03
Total Comprehensive Income for the year	107.22	61.45	50.96	27.25
Profit for the vear attributable to
- Owners of the parent	107.21	..........55.31”	50.96	..........2”7”2”5”“
- Minority interest	0.01	..........5.64”‘	-	-
Balance of profit brought forward from previous years	231.44	..........1”gg™9’4”‘	135.34	109.31
Net surplus in the statement of profit and loss account	107.07	..........55.62”‘	50.76	..........27.22”“
Other Comprehensive income	0.14	.........Cl.7’9”	0.20	.........703”“
Appropriations:
Equity dividend	(4.36]	(1.01)	(4.36)	(1.01)
Tax on Equity dividend	(0.89]	(0.21)	(0.89)	(0.21)
Adjustments relating to subsidiary companies	(0.02)	0.91	-	-
Transfer to Debenture redemption reserve	-	..........(73.007	-	-
Balance Carried to Balance Sheet	333.38	231.44	181.06	135.34

2. OPERATIONS

For the year under review, the Company on a consolidated basis reported revenues of Rs. 803 Crores with a growth of 21.00% over previous year The consolidated EBITDA for the year is Rs. 201 Crores as compared to Rs. 167 Crores of previous year. Net profit increased by 74.50% year-on-year basis to Rs. 107 Crores. The two segments viz. school and higher education performed very well during the year under review with volume growth of over 10.00%. This is the highest volume growth recorded by the Company on a consolidated basis in the last five years. K-12 content revenues during the year increased by 17.00% year-on-year basis to touch Rs. 636 Crores. The Group’s K12 business has grown at a CAGR of 40% over the last six years. Higher education business revenues crossed Rs. 140 Crores up by around 15.00% from previous year The curriculum business Mylestone completed its second sales cycle and the solution is now adopted by 173 schools as compared to 67 schools previous year and poised to grow manifold from here.

During the year, the Company was listed on May 09, 201 7, after the initial public offering was oversubscribed by almost 60 times. The Company raised Rs. 325 Crores, which are largely used to deleverage for repayment of loans of Rs. 255 Crores, largely taken for funding acquisitions and setting up of the printing press.

The Company also successfully integrated the operations of Chhaya Prakashani Private Limited which recorded a growth of 16.00% during the previous year The Company also initiated a partnership with Sigong Media, Korea for the Nuri Nori curriculum for the early learning segment under S. Chand Edutech Private Limited. Other initiatives include follow on investments in Smartivity Labs Private Limited, an associate into Augmented Reality and DIY STEM Kits. The Company also launched VRX (Virtual Reality) in school books and strengthened the visibility of the education App mystudygear

3. DIVIDEND

During the year, your Board declared a final dividend of Rs. 1.25 per share on 34,839,172 equity shares of face value of Rs. 5.00/- each (ranking pari-passu to all the members) for the financial year 2016-17. The said final dividend was declared out of the accumulated profits of the Company. The said final dividend was payable to the members whose name were appearing in the Company’s beneficiary list as on September 18, 2017.

Your Directors have recommended a final dividend of Rs. 1.50/- per share on 34,975,287 equity shares of face value of Rs. 5.00/- each (ranking pari-passu to all the members) for the financial year 2017-18. Total outflow towards dividend on equity shares for the year, if approved and declared by the members at the ensuing Annual General Meeting (“AGM”), would be Rs. 6.32 Crores (including dividend distribution tax).

The dividend, if approved at the ensuing AGM, will be paid to those members whose names appear on the register of members of the Company as on September 18, 2018.

4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL Year TO WHICH THIs FINANCIAL sTATEMENTs Relate AND THE DATE OF REpORT

The following material changes have occurred from the end of financial year which affects the financial position of the Company:

(i) purchased an industrial land situated at 40/2A, Site IV, Industrial Area, Sahibabad, Ghaziabad, Uttar Pradesh (near to existing printing facilities of subsidiary of the Company) admeasuring 5179 sq. yards at a price of Rs.10.30 crores (Rupees Ten Crores and Thirty Lakhs Only);

(ii) enhancement of working capital facilities from Rs. 15.00 crores (Rupees Fifteen Crores Only) to Rs. 25.00 crores (Rupees Twenty Five Crores Only) from DBS Bank Ltd.;

(iii) approved investment in Chetana Publications (India) LLP (“Chetana”) for an amount of Rs. 58.50 crores (Rupees Fifty Eight Crores and Fifty Lakhs Only). Chetana is engaged in the business of publishing, printing, distribution and selling of educational books and content as per the curriculum of Maharastra State Board, CBSE, ICSE and other State Boards in India;

(iv) approved term loan of Rs. 25.00 crores (Rupees Twenty Five Crores Only) from Axis Finance Limited for making investment in Chetana Publications (India) LLP;

(v) investment in S. Chand Edutech Pvt. Ltd. (a wholly owned subsidiary of the Company) upto an amount of Rs. 10.00 crores (Rupees Ten Crores Only]

5. CHANGE IN THE NATURE OF BUsINEss

During the year under review, there has been no change in the nature of business.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There are no significant material orders passed by any Regulator/Court/Tribunal against the Company which would impact the going concern status of the Company and its future operations.

7. INTERNAL FINANCIAL CONTROLs

The Company has adequate internal financial control system and processes. Internal Control policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Internal Auditors of the Company M/s KPMG, Chartered Accountants, audited and reviewed the internal controls, operating systems and procedures of the Company. The reports on findings of Internal Auditor have been reviewed by the Audit Committee periodically.

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 12 (twelve) subsidiaries as on March 31, 2018. During the year, the Board of Directors reviewed the affairs of its subsidiaries. The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in compliance with the applicable provisions of the Companies Act, 2013, IndAs and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) which shall be placed before the members in their ensuing AGM.

Subsidiaries:

a) Blackie & Son (Calcutta) Private Limited

Blackie & Son (Calcutta) Private Limited reported total revenue from operations of Rs. 18.70 lakhs in the financial year 2017-18 as compared to the total revenue from operation of Rs. 26.67 lakhs in the previous financial year and reported net profit (after tax) of Rs. 16.71 lakhs in financial year 2017-18 as compared to a net profit (after tax) of Rs. 11.33 lakhs in the previous financial year.

b) BpI (India) private Limited

BPI (India) Private Limited reported total revenue from operations of Rs. 11.46 crores in the financial year 2017-18 as compared to total revenue from operation of Rs. 13.99 crores in the previous financial year and reported a net profit (after tax) of Rs. 0.44 lakhs in financial year 2017-18 as compared to a net profit (after tax) of Rs. 11.34 lakhs in the previous financial year

c) Chhaya Prakashani Private Limited *

Chhaya Prakashani Private Limited reported total revenue from operations of Rs. 116.20 crores in the financial year 2017-18 as compared to total revenue from operations of Rs. 99.63 crores in the previous financial year and reported a net profit (after tax) of Rs. 25.88 crores in financial year 2017-18 as compared to a net profit (after tax) of Rs. 21.48 crores in the previous financial year.

d) Ds Digital Private Limited

DS Digital Private Limited reported total revenue from operations of Rs. 21.83 crores in the financial year 2017-18 as compared to total revenue from operations of Rs. 29.03 crores in the previous financial year and reported a net loss (after tax) of Rs. 2.94 crores in financial year 2017-18 as compared to a net loss (after tax) of Rs 7.38 crores in the previous financial year

e) Eurasia Publishing House Private Limited

Eurasia Publishing House Private Limited reported total revenue from operations of Rs. 2.05 crores in the financial year 2017-18 as compared to total revenue from operations of Rs. 1.60 crores in the previous financial year and reported a net loss (after tax) of Rs. 2.22 crores in financial year 2017-18 as compared to a net loss (after tax) of Rs. 0.92 crores in the previous financial year

f) Publishing services Private Limited *

Publishing Services Private Limited reported total revenue from operations of Rs. 1.54 crores in the financial year 2017-18 as compared to total revenue from operations of Rs. 2.06 crores in the previous financial year and reported a net loss (after tax) of Rs. 6.87 lakhs in financial year 2017-18 as compared to a net profit (after tax) of Rs. 16.14 lakhs in the previous financial year.

g) Indian Progressive Publishing Co Private Limited

Indian Progressive Publishing Co Private Limited reported total revenue from operations of Rs. 1.48 crores in the financial year 2017-18 as compared to total revenue from operations of Rs. 1.06 crores in the previous financial year and reported a net profit (after tax) of Rs. 37.39 lakhs in financial year 2017-18 as compared to a net loss (after tax) of Rs. 10.81 lakhs in the previous financial year.

h) New saraswati House (India) Private Limited

New Saraswati House (India) Private Limited reported total revenue from operations of Rs. 157.71 crores in the financial year 2017-18 as compared to total revenue from operations of Rs. 134.74 crores in the previous financial year and reported a net profit (after tax) of Rs.9.83 crores in financial year 2017-18 as compared to a net profit (after tax) of Rs. 8.33 crores in the previous financial year.

i) Nirja Publishers & Printers Private Limited

Nirja Publishers & Printers Private Limited reported total revenue from operations of Rs. 15.12 crores in the financial year 2017-18 as compared to total revenue from operations of Rs. 25.40 crores in the previous financial year and reported a net profit (after tax) of Rs. 3.29 crores in 2017-18 as compared to a net profit (after tax) of Rs. 3.90 crores in the previous financial year

j) s. Chand edutech Private Limited

S. Chand Edutech Private Limited reported total revenue from operations of Rs. 5.50 lakhs in the financial year 2017-18 as compared to total revenue from operations of Rs. 12.99 lakhs in the previous financial year and reported a net loss (after tax) of Rs. 11.60 lakhs in financial year 2017-18 as compared to a net loss (after tax) of Rs. 3.00 lakhs in the previous financial year.

k) safari digital education Initiative Private Limited

Safari Digital Education Initiative Private Limited reported total revenue from operations of Rs. 12.76 crores in the financial year 2017-18 as compared to total revenue from operations of Rs.5.96 crores in the previous financial year and reported a net loss (after tax) of Rs. 1.50 crores in financial year 2017-18 as compared to a net loss (after tax) of Rs. 3.25 crores in the previous financial year.

l) Vikas publishing House private Limited

Vikas Publishing House Private Limited reported total revenue from operations of Rs. 204.51 crores in the financial year 2017-18 as compared to total revenue from operations of Rs. 240.1 1 crores in the previous financial year and reported a net profit (after tax) of Rs. 24.62 crores in financial year 2017-18 as compared to a net profit (after tax) of Rs. 16.67 crores in the previous financial year.

* Publishing Services Pvt. Ltd. (a wholly owned subsidiary of Chayya Prakashani Pvt. Ltd.) has been amalgamated with Chhaya Prakashani Pvt. Ltd. vide order of Regional Director, Kolkata dated August 07, 2018.

Associate:

a) smartivity Labs private Limited

Smartivity Labs Private Limited reported total revenues from operations of Rs. 9.88 crores in the financial year 2017-18 as compared to total revenues from operations of Rs. 4.03 crores in the previous financial year and reported a net loss (after tax) of Rs. 2.26 crores in financial year 2017-18 as compared to a net loss (after tax) of Rs. 1.28 crores in the previous financial year.

In accordance with section 129 (3) a statement containing salient features of financial statements of each of the subsidiary and associate in the prescribed Form AOC-1 is annexed to this report as Annexure-A. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary will be available on the website of the Company (www.schandgroup.com). These documents will also be available for inspection during business hours at the registered office of the Company.

9. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review within the purview of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

10. AUDITORS STATUTORY AUDITOR

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Reg. No. 101049W) were appointed as Statutory Auditors of your Company at the AGM held on September 25, 201 7 for a term of five consecutive years subject to ratification by members at every AGM, if required by law. In accordance with the Companies Amendment Act, 2017, effective from May 07, 2018 the appointment of Statutory Auditors is not required to be ratified at every AGM. Accordingly, no such item has been considered in Notice of the 47^th AGM.

The auditor’s report submitted by the Statutory Auditors on the financial statements of the Company for the year ended March 31, 2018 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their report. The auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act and no comment of Board on audit report is required to be given.

Internal Auditor

During the year under the review, to ensure better governance, compliances and internal control over financial reporting and financial processes, the Company had appointed M/s KPMG, as Internal Auditors of the Company with effect from July 01, 2017 for a period of one year. The Board of Directors based on the recommendation of Audit Committee has further re-appointed them as Internal Auditors in its Board meeting held on August 08, 2018 for another term of one year

Secretarial Auditor

The Board had appointed Mr R.S. Bhatia, company secretary in practice (CP No. 2514) as the Secretarial Auditor The secretarial audit report submitted by the Secretarial Auditor for the financial year 2017-18 is annexed as Annexure-B and forms an integral part of this report.

There has been no qualification, reservation or adverse remark or disclaimer in their report. During the year under review, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

11. CHANGES IN SHARE CAPITAL

During the year under review, there has been no change in the authorised share capital of the Company. The employees of the Company and its subsidiaries have exercised their stock options and the Company has allotted the following equity shares to the employees during the year:

S. No.	No. of ESOPs	Date of allotment
1.	143,930	25.07.2017
2.	110,889	17.11.2017
3.	25,226	30.01.2018
Total	280,045

Thus, the paid up share capital has been increased pursuant to the aforesaid allotments and as on March 31, 2018 the paid up share capital is Rs. 174,876,435 divided into 34,975,287 equity shares of face value of Rs. 5/- each.

12. EXTRACTS OF ANNUAL RETURN

The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-C which forms part of this report.

13. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not carry any manufacturing activity, thus, disclosure requirements under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies Accounts Rules, 2014 are not applicable to the Company. However, wherever possible and feasible, continuous efforts have been made for conservation of energy and to minimize energy cost and to upgrade the technology with a view to increase the efficiency and to reduce cost of operations. The Company has not carried out any R&D activity during the year

During the year under review, the Foreign Exchange earnings and outgo are as follows:

i) Foreign Exchange earnings: Rs. 33,281,501/-

ii) Foreign Exchange outgo: Rs. 27,433,922/

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by the Board comprising an optimum blend of Executives and Non-Executive Professional Directors. The Chairman of the Board is a Non-Executive Independent Director. As on March 31, 2018, the Board of Directors consists of 8 (eight) Directors consisting of a Managing Director, Whole time Director and 6 (six) Non-executive Directors, out of which 3 (three) are Independent Directors (including one Woman Director). The composition of the Board is in conformity with Regulation 17 of the Listing Regulations and the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in general corporate management, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Appointment

Pursuant to Section 2(47), 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations and based on the recommendations of the Nomination and Remuneration Committee Mr. Rajagopalan Chandrashekar has been appointed as an Additional (Independent) Director on the Board of the Company with effect from July 23, 2018 for a term of 5 (five) consecutive years subject to regularization by the members in the ensuing AGM. The Company has received a notice in writing from a member proposing his candidature for the office of Director. In view of the same, your Directors recommend the regularization of appointment of Mr. Rajagopalan Chandrashekar as an Independent Director for a term of 5 (five) consecutive years which forms part of the Notice of the ensuing AGM of the Company. The Nomination and Remuneration Committee also confirmed that Mr Rajagopalan Chandrashekar is not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Retirement by rotation

In terms of section 152 of the Companies Act, 2013 Mr. Dinesh Kumar Jhunjhnuwala will retire by rotation at the ensuing AGM and is eligible for re-appointment. The Board recommends his re-appointment and the same is included in the notice of the ensuing AGM forming part of the Annual Report.

Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to the Independent Directors. Hence, none of the Independent Directors retire at the ensuing AGM.

Independent Directors’ Declaration

The Independent directors have given a declaration that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

Board Evaluation

In compliance with the Companies Act, 2013 and Regulation 17 (10) of the Listing Regulations, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors for the year under review. The aspects covered in the evaluation included

the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors’ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The evaluation involves self-evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Board Meetings

During the year under review, the Board of Directors met 7 (seven) times, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

15. SCHEME OF ARRANGEMENT

Pursuant to the provisions of section 230-232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of law for the time being in force and pursuant to the approval of the Audit Committee and the Board of Directors in its meeting held on November 17, 2017, the Company has filed a Composite Scheme of Arrangement amongst Blackie & Sons (Calcutta) Private Limited, Nirja Publishers & Printers Private Limited, DS Digital Private Limited, Safari Digital Education Initiatives Private Limited and S Chand And Company Limited and their respective shareholders and creditors with BSE Limited and The National Stock Exchange of India Limited for their approval. The said restructuring scheme involves the following:

a) amalgamation of Blackie & Son (Calcutta) Private Limited and Nirja Publishers & Printers Private Limited with and into Company;

b) demerger of the education business of DS Digital Private Limited and Safari Digital Education Initiatives Private Limited with and into the Company; and

c) amalgamation of remaining business of DS Digital Private Limited with and into Safari Digital Education Initiatives Private Limited.

The Company has received certain observations of the stock exchanges and has filed responses for the same. The Composite Scheme of Arrangement is pending for approval of the stock exchanges.

16. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5F, 49, 5A and 5B and respectively to the standalone financial statements.

17. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions which is also available on Company’s website at www.schandgroup.com. This policy deals with the review and approval of related party transactions.

During the year under review, all related party transactions entered by the Company were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the financial year by the Company.

Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

18. INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure-D.

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crores or more, and employees for part of the year and in receipt of Rs. 8.50 lakhs or more per month is attached as Annexure-E of this report.

Managerial Remuneration

During the year under review, the Board of Directors in its meeting held on August 09, 201 7 and members in the AGM held on September 25, 2017 have approved the revision in the remuneration of Mr. Himanshu Gupta, Managing Director and Mr. Dinesh Kumar Jhunjhnuwala, Wholetime Director of the Company. The details of which are given in the notes to financial statements of the Company forming part of this report.

Sexual Harassment Policy

The Company has a Policy on “Prevention of Sexual Harassment of Women at Workplace” and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”

(“POSH”). During the year under review, the Company has not received any sexual harassment complaint. The Company has an Internal Complaints Committee which has been constituted as per the provisions of POSH. This Committee deals with all the sexual harassment matters.

Details of ESOPS

The underlying objectives of Employees Stock Option Scheme 2012 (ESOP 2012) is to attract, motivate, retain and reward employees for high levels of individual performance and share the wealth that they have created for the Company and its members.

During the year under review, pursuant to exercise of stock options, the employees of the Company and its subsidiaries have been allotted 280,045 equity shares of the Company. Relevant disclosures pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and the Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits), Regulation 2014 is given as Annexure-F.

ESOP Plan 2018

The Board of Directors at its meeting held on August 08, 2018 has approved the a new Employee Stock Option Plan 2018 with 190,000 (One Lakh Ninety Thousand Only) equity shares of face value of Rs. 5/- each. The exercise price under the new plan will be Rs. 355 per option. The said plan will be placed before the members at the ensuing AGM for their approval. The formulated plan will be operated and administered under the superintendence of the Company’s Nomination and Remuneration Committee.

19. RISK MANAGEMENT

During the year under review, the Company has identified and evaluated elements of risk. The business risks inter-alia includes increase in raw material and printing cost, change in curriculum, higher borrowing cost, competition from other players and violation of intellectual property rights of the Company and current regulatory framework in the country. The risk management framework defines the risk management approach of the Company which includes periodic review of such risks, mitigation controls and reporting mechanism of such risks. The Board of Directors, Audit Committee and the senior management evaluate the operations to identify potential risks and take necessary actions to mitigate the same. The Company also has in place a Risk Management Policy and the Audit Committee to ensure implementation of appropriate risk management framework for the Company.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility Committee (“CSR Committee”), which comprises Mr. Desh Raj Dogra-Chairman and Independent Director, Mr. Himanshu Gupta, Managing Director and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director and Mr Deep Mishra, Non-Executive Director. The terms of references of the CSR Committee is provided in the Corporate Governance Report which forms part of this report.

The Company has formulated a Corporate Social Responsibility Policy which is available on the website of the Company at www.schandgroup.com. The Annual Report on the CSR activities is attached as Annexure-G and forms part of this report.

During the year under review, the Company has contributed an amount of Rs. 1.82 millions as compared to the recommended amount of Rs. 5.34 millions by the CSR Committee. Thus, there is an unspent amount of Rs. 3.52 millions. The contributed amount is less than the aggregate of 2% average net profits of the Company in the preceding three years. The Company has made CSR initiatives through registered trusts/societies in the following programmes/projects:

i) Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects; and

ii) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;

21. VIGIL MECHANISM

The Company has adopted the Vigil Mechanism by way of formulating a Whistle Blower Policy. The policy provides a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Head of Human Resources of the Company. The Whistle Blower Policy is available on the website of the Company at www.schandgroup.com.

22. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. In terms of Regulation 34 of the Listing Regulations, a report on the Corporate Governance along with a certificate of practicing company secretary on compliance is attached as Annexure-H and forms an integral part of the report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report, highlighting the performance of the Company and its business prospects, is provided in a separate section and forms an integral part of this annual report.

24. AUDIT COMMITTEE

The Audit Committee comprises of two Independent Directors and one Non-Executive Director namely Mr. Desh Raj Dogra (Chairman-NonExecutive, Independent Director), Ms. Archana Capoor (Member- Non-Executive, Independent Director) and Mr. Deep Mishra (Member-NonExecutive, Non-Independent Director). The details of the Audit Committee are included in the Corporate Governance Report.

25. NOMINATION AND REMUNERATION POLICY

The Board of Directors has a policy which lays down a framework in relation to remuneration to Directors, Key Managerial Personnel and senior management of the Company. The policy lays down the criteria for determining qualifications, positive attributes and independence of Board members, Key Managerial Personnel and employees and their remuneration thereof.

26. MAINTENANCE OF COST RECORDS UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013

The Company is not required to maintain cost record as per Section 148(1) of the Companies Act, 2013.

27. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. Secretarial Standard-1 Meeting of the Board of Directors and Secretarial Standard-2 General Meetings.

28. DIRECTOR’S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for that period;

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

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. ACKNOWLEDGMENTS

Your Directors wish to express their thanks to members, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.

On behalf of the Board of Directors

For S Chand And Company Limited

Sd/- Sd/-

Place: New Delhi Himanshu Gupta Dinesh Kumar Jhunjhnuwala

Date: August 08, 2018 Managing Director Whole-time Director

DIN: 00054015 DIN:00282988

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Mar 31, 2017

BOARD''S REPORT

Dear Members,

The Directors are pleased to present 46^th Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2017.

1. FINANCIAL PERFORMANCE

Figures in Rs, Crores

	Consolidated		Standalone
Abridged Profit And Loss Statement	FY Ended 31st	FY Ended 31st	FY Ended 31st	FY Ended 31st
	March 2017	March 2016	March 2017	March 2016
Revenue from operations	684.15	537.60	301.35	279.56
Other income	1.33	3.06	1.50	2.77
Total Revenue	685.48	540.66	302.85	282.32
Profit before interest, tax, depreciation and amortization	172.21	128.09	57.64	38.01
(EBIDTA)
Depreciation and amortization expenses	28.18	25.91	7.26	7.40
Finance cost	35.57	30.58	14.90	13.93
Interest income	(0.63)	(0.93)	(7.95)	(8.98)
Profit before tax, minority interest and share of associate	109.09	72.53	43.42	25.66
company
Exceptional items	-	(0.51)	-	-
Tax expense	43.60	23.74	16.32	9.39
Profit after tax and before minority interest and share of	65.49	49.30	27.10	16.27
associate company
Share in loss of associate company	(1.83)	(2.72)	-	-
Profit for the year	63.66	46.58	27.10	16.27
Profit for the year attributable to
Owners of the parent	58.20	46.57	-	-
Minority interest	5.46	(0.01)	-	-
Balance of profit brought forward from previous years	170.08	123.51	59.04	42.77
Net surplus in the statement of profit and loss account	228.29	170.08	86.14	59.04
Appropriations:
Interim equity dividend	(1.01)	-	(1.01)	-
Tax on interim equity dividend	(0.20)	-	(0.21)	-
Balance Carried to Balance Sheet	227.08	170.08	84.92	59.04

2. OPERATIONS

Your Company delivered a profitable growth performance during FY 2016-17 and further strengthened its position in the educational content market. The Company, on a consolidated basis, earned total revenues of Rs, 685.48 crores during the year as compared to Rs, 540.66 crores in the previous year, registering a year-on-year growth of 26.79%.

Revenue growth during the year was positively impacted by the acquisition of Chhaya Prakashani Private Limited, which was consolidated with the group with effect from 06^th December 2016 with a total contribution of Rs, 75 crores to consolidated revenues of FY 2016-17 (previous year NIL). Profit (after tax) for the year, on a consolidated basis, for FY 2016-17 was Rs, 63.66 crores as compared to Rs, 46.58 crores in the previous year.

Your Company is amongst the largest education content company in the country, according to Nielsen, with a strong presence in the CBSE/ ICSE affiliated schools. We continue to focus on expanding our reach across schools, teachers and students using our nation-wide distribution network and by actively engaging with our customers. Your Company is the preferred content partner for a large number of schools and educators, with a comprehensive portfolio of print titles (including several subject best-sellers) and digital content. During the year under review, your Company introduced over 321 new titles as well as modified and enriched several existing print titles with digital content and videos. Currently, over 20% of our total print titles are digitally enabled, which helps us to provide a more fulfilling learning experience to students.

In the year under review, your Company successfully launched its curriculum management business under the brand "Mylestone", catering to classes K to 5. During the year we signed up with 68 schools for the Mylestone product suite, covering over 21,000 students. For the digital classroom product, "Destination Success", your Company was successful in signing up 1,700 new classrooms during the year, taking our total coverage to 4,630 classrooms and covering over 185,000 students.

Your Company has minority investments in five digital companies, namely, Smartivity Labs Private Limited, Testbook Edusolutions Private Limited, Edutor Technologies (India) Private Limited, Gyankosh Solutions Private Limited and Next Door Learning Solutions Private Limited. These companies continue to scale up their business and capture a larger size of the market. During the year under review, three of these investee companies raised further equity capital from financial investors, while your Company continues to be a minority shareholder in these platforms in line with our strategy to support digital platforms that are supplementary to our content offering.

Your Company was also conferred with the "Business Superbrand" status by Superbrands India, which is valid till the end of calendar year 2017. This is a recognition of the strong brand equity and customer recall of the products of the S Chand group.

3. DIVIDEND

During the year, your Board declared an interim dividend of Rs, 25 per share on 403,304 equity shares of face value of Rs, 5/- each for the financial year 2016-17. The said interim dividend was declared out of the accumulated profits of the Company. The said interim dividend has been paid to the members whose name were appearing in the Register of Members as on April 28, 2016.

Your Directors have recommended a final dividend of Rs, 1.25/- per share on 34,839,172 equity shares of face value of Rs, 5/- each (ranking pari-passu to all the members) for the financial year 2016-17. Total outflow towards dividend (both interim and final) on equity shares for the year, if approved and declared by the members at the ensuing Annual General Meeting, would be Rs, 6.45 crores (including dividend tax).

The dividend, if approved at the ensuing Annual General Meeting, will be paid to those members whose names appear in the register of members of the Company as on September 18, 2017.

4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

Your Company completed its maiden initial public issue (Public Offer) of its equity shares after completion of financial year ending March 31, 2017. The Public Offer comprised of 4,850,746 fresh equity shares and an offer for sale of 6,023,236 equity shares by existing members of the Company. The Public Offer opened for subscription on 26^th April, 2017, (for Anchor Investors, the Offer opened and closed on 25^th April, 2017) and closed on 28^th April, 2017 and was oversubscribed to the extent of 60.0646 times. Pursuant to the Public Offer, equity shares of the Company got listed for trading at the BSE Limited and National Stock Exchange of India Limited on May 09, 2017. Out of proceeds of Public Offer your Company and its subsidiaries have prepaid their term loans equivalent to Rs, 255 crores which will reduce finance cost of the Company at consolidated level in coming years.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

There are no significant material orders passed by any Regulator/Court/Tribunal against the Company which would impact the going concern status of the Company and its future operations.

7. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system and processes. Internal Control policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Internal Auditorsof the Company M/s DHC Baker Tilly, Chartered Accountants, audited and reviewed the internal controls, operating systems and procedures of the Company . The reports on findings of Internal Auditor have been reviewed by the Audit Committee periodically.

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 12 (twelve) subsidiaries as on March 31, 2017. During the year, the Board of Directors reviewed the affairs of its subsidiaries. The Consolidated Financial Statements of your Company for the financial year 2016-17 are prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounts Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") which shall be placed before the members in their ensuing Annual General Meeting.

Subsidiaries:

a) Blackie & Son (Calcutta) Private Limited

Blackie & Son (Calcutta) Private Limited reported total revenues of Rs, 26.68 lakhs in the financial year 2016-17 as compared to the total revenues of Rs, 82.60 lakhs in the previous financial year. The company has also reported a net profit (after tax) of Rs, 11.54 lakhs in 2016-17 as compared to a net profit (after tax) of Rs, 5.90 lakhs in the previous financial year.

b) BPI (India) Private Limited

BPI (India) Private Limited reported total revenues of

Rs, 14.17 crores in the financial year 2016-17 as compared to total revenues of Rs, 16.69 crores in the previous financial year. The Company has also reported a net profit (after tax) of Rs, 61.40 lakhs in 2016-17 as compared to a net loss (after tax) of Rs, 0.91 lakhs in the previous financial year.

c) Chhaya Prakashani Private Limited

Chhaya Prakashani Private Limited became a subsidiary of the Company with effect from 05^th December 2016. It reported total revenues of Rs, 101.68 crores in the financial year 2016-17 as compared to total revenues of Rs, 127.01 crores in the previous financial year. The company reported a net profit (after tax) of Rs, 21.54 crores in 2016-17 as compared to a net profit (after tax) of Rs, 30.68 crores in the previous financial year.

d) DS Digital Private Limited

DS Digital Private Limited reported total revenues of Rs, 29.32 crores in the financial year 2016-17 as compared to total revenues of Rs, 23.43 crores in the previous financial year. The company reported a net loss (after tax) of Rs, 6.59 crores in 2016-17 as compared to a net loss (after tax) of Rs 3.31 crores in the previous financial year.

e) Eurasia Publishing House Private Limited

Eurasia Publishing House Private Limited reported total revenues of Rs, 2.12 crores in the financial year 2016-17 as compared to total revenues of Rs, 2.22 crores in the previous financial year. The company reported a net loss (after tax) of Rs, 94.33 lakhs in 201617 as compared to a net profit (after tax) of Rs, 13.48 lakhs in the previous financial year.

f) Publishing Services Private Limited

Publishing Services Private Limited reported total revenues of Rs, 2.06 crores in the financial year 201617 as compared to total revenues of Rs, 2.04 crores in the previous financial year. The company reported a net profit (after tax) of Rs, 15.53 lakhs in 2016-17 as compared to a net profit (after tax) of Rs, 7.41 lakhs in the previous financial year.

g) Indian Progressive Publishing Co Private Limited

Indian Progressive Publishing Co Private Limited reported total revenues of Rs, 1.10 crores in the financial year 2016-17 as compared to total revenues of Rs, 2.65 crores in the previous financial year. The company reported a net loss (after tax) of Rs, 10.87 lakhs in 201617 as compared to a net profit (after tax) of Rs, 34.77 lakhs in the previous financial year.

h) New Saraswati House (India) Private Limited

New Saraswati House (India) Private Limited reported total revenues of Rs, 143.26 crores in the financial year 2016-17 as compared to total revenues of Rs, 129.45 crores in the previous financial year. The company reported a net profit (after tax) of Rs, 7.79 crores in 201617 as compared to a net profit (after tax) of Rs, 10.64 crores in the previous financial year.

i) Nirja Publishers & Printers Private Limited

Nirja Publishers & Printers Private Limited reported total revenues of Rs, 25.45 crores in the financial year 2016-17 as compared to total revenues of Rs, 48.79 crores in the previous financial year. The company reported a net profit (after tax) of Rs, 3.86 crores in 2016-17 as compared to a net profit (after tax) of Rs, 12.59 crores in the previous financial year.

j) S Chand Edutech Private Limited

S Chand Edutech Private Limited reported total revenues of Rs, 13.26 lakhs in the financial year 2016-17 as compared to total revenues of Rs, 60.15 lakhs in the previous financial year. The company reported a net loss (after tax) of Rs, 3.00 lakhs in 2016-17 as compared to a net profit (after tax) of Rs, 73.49 lakhs in the previous financial year.

k) Safari Digital Education Initiative Private Limited

Safari Digital Education Initiative Private Limited reported total revenues of Rs, 6.63 crores in the financial year 2016-17 as compared to total revenues of Rs, 3.22 crores in the previous financial year. The company reported a net loss (after tax) of Rs, 3.24 crores in 201617 as compared to a net loss (after tax) of Rs, 1.99 crores in the previous financial year.

l) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported total revenues of Rs, 250.62 crores in the financial year 201617 as compared to total revenues of Rs, 209.35 crores in the previous financial year. The company reported a net profit (after tax) of Rs, 17.96 crores in 2016-17 as compared to a net profit (after tax) of Rs, 19.86 crores in the previous financial year.

During the year consequent to acquisition of majority stake in Chhaya Prakashani Private Limited (Chhaya), two of wholly owned subsidiaries of Chhaya viz. Publishing Services Private Limited and Indian Progressive Publishing Co Private Limited have become subsidiaries of the Company. In accordance with section 129 (3) a statement containing salient features of financial statements of each of the subsidiary in the prescribed Form AOC-1 is annexed to this report as Annexure-A. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary will be available on the website of the Company (www.schandgroup.com). These documents will also be available for inspection during business hours at the registered office of the Company.

9. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review within the purview of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

10. AUDITORS Statutory Auditor

Pursuant to Section 139 ofthe Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Reg. No. 101049W) as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company. The Board of Directors of the Company at their meeting held on August 09, 2017 on the recommendation of the Audit Committee, have made its recommendation for re-appointment of M/s S.R. Batliboi

& Associates LLP, Chartered Accountants (Firm Reg. No. 101049W), as the Statutory Auditors of the Company by the members at the forthcoming Annual General Meeting of the Company for another term of 5 (five) years.

The Company has received a written consent and a certificate from auditors that they satisfy the criteria provided under Section 141 of the Act and that their re-appointment, if made by the members, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. Accordingly, pursuant to Section 139 of the Companies Act, 2013, a resolution, proposing the appointment of M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Reg. No. 101049W) as the Statutory Auditors of the Company for a term of five consecutive years

i.e. from the conclusion of the ensuing 46^th Annual General Meeting till the conclusion of 51^st Annual General Meeting of the Company to be held in 2022 forms part of the Notice of the ensuing Annual General Meeting of the Company.

The auditorRs,s report submitted by the Statutory Auditors on the financial statements of the Company for the year ended March 31, 2017 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their report. The auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act and no comment of Board on audit report is required to be given.

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia, Company Secretary in Practice (CP No. 2514) as Secretarial Auditor. The secretarial audit report submitted by the Secretarial Auditor for the financial year 2016-17 is annexed as Annexure-B and forms an integral part of this report.

There has been no qualification, reservation or adverse remark or disclaimer in their report. During the year under review, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

11. CHANGES IN SHARE CAPITAL

During the year under review the authorised and paid up equity share capital of the Company was restructured in order to increase the capital base of the Company. The Company, with approval of the members in the general meeting, sub-divided share capital of the Company from Rs, 10/- per equity share to Rs, 5/- per equity share and also increased its authorized share capital to Rs, 20,00,00,000 (Twenty Crores) divided into 4,00,00,000 (Four Crores) equity shares of Rs, 5/- each. During the year, the Company issued 2,94,41,192 bonus equity shares of Rs, 5/- each. Post issue of bonus shares, the issued, subscribed and paid up equity share capital of the Company as on March 31, 2017 was Rs, 149,222,480 divided into 29,844,496 equity shares of face value of Rs, 5/- each.

12. EXTRACTS OF ANNUAL RETURN

The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure- C which forms part of this report.

13. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not carry any manufacturing activity, thus, disclosure requirements under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of the Companies Accounts Rules, 2014 are not applicable to the Company. However, wherever possible and feasible, continuous efforts have been made for conservation of energy and to minimize energy cost and to upgrade the technology with a view to increase the efficiency and to reduce cost of operations. The Company has not carried out any R&D activity during the year.

During the year under review, the Foreign Exchange earnings and outgo are as follows:

i) Foreign Exchange earnings: Rs, 28,104,788/-

ii) Foreign Exchange outgo: Rs, 6,568,843/

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by the Board comprising an optimum blend of Executives and NonExecutive Professional Directors. As on March 31, 2017, the Board of Directors consists of 8 (eight) Directors consisting of a Managing Director, Whole time Director and 6 (six) Nonexecutive Directors, out of which 3 (three) are Independent Directors (including one Woman Director). The composition of the Board is in conformity with Regulation 17 of the Listing Regulations and the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in general corporate management, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Appointment

Pursuant to Section 2(47), 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, Mr. Desh Raj Dogra, Mr. Sanjay Vijay Bhandarkar and Ms. Archana Capoor

have been appointed as the Independent Directors on the Board of the Company with effect from November 10, 2016 for a term of five years.

Resignation

Due to pre-occupation and other commitments, Ms. Nirmala Gupta, Ms. Neerja Jhunjhnuwala and Ms. Ankita Gupta resigned from the Board with effect from May 20, 2016 and Mr. Vishal Sharma resigned with effect from November 23,

2016. The Board placed on record its appreciation for the services rendered by them during their association with the Company.

Further, during the year Ms. Savita Gupta and Mr. Gaurav Kumar Jhunjhnuwala resigned from the position of Wholetime Directors but continued to act as Non-Executive Directors.

Retirement by rotation

In terms of section 152 of the Companies Act, 2013 Ms. Savita Gupta will retire by rotation at the ensuing Annual General Meeting ("AGM") and is eligible for re-appointment. The Board recommends her re-appointment and the same is included in the notice of the ensuing AGM forming part of the Annual Report.

Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in subsections (6) and (7) of Section 152 of the Companies Act,

2013 shall not apply to the Independent Directors. Hence, none of the Independent Directors retire at the ensuing AGM.

Independent Directors'' Declarations

The Independent directors have given a declaration that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

Board Evaluation

In compliance with the Companies Act, 2013 and Regulation 17 (10) of the Listing Regulations, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors for the year under review. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The evaluation involves self-evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Board Meetings

During the year under review the Board of Directors met 10 (ten) times, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

15. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 14, 33 and 12 respectively to the standalone financial statements.

16. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions which is also available on Company''s website at www.schandgroup.com. This policy deals with the review and approval of related party transactions.

During the year under review, all related party transactions entered by the Company were in ordinary course of the business and on arm''s length basis. No material related party transactions were entered during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

17. INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure-D.

During the year under review, there are employees drawing remuneration aggregating to more than Rs, 1,02,00,000 (Rupees One Crore Two Lakhs) per annum, employed for whole of the financial year or Rs, 8,50,000 (Rupees Eight Lacs Fifty Thousand) per month, employed for a part of the year. The disclosure pursuant to Rule 5 (2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure-E.

Managerial Remuneration

During the year under review, the Board of Directors in their meeting held on May 20, 2016 restructured the remuneration of the Directors of the Company in accordance with section 196 of the Companies Act, 2013 read with applicable rules thereunder details of which are given in the notes to financial statements of the Company forming part of this report.

Sexual Harassment Policy

The Company has a Policy on "Prevention of Sexual Harassment ofWomen at Workplace"and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". During the year under review, there was no sexual harassment complaint reported to the Board.

Details of ESOPS

The underlying objectives of Employees Stock Option Scheme 2012 (ESOP 2012) is to attract, motivate, retain and reward employees for high levels of individual performance and share the wealth that they have created for the Company and its members. During the year under review, the Company had granted 156,954 stock options to the employees of the Company and its subsidiaries.

However, none of the option holders have exercised the vested options during the year under review and no shares were allotted pursuant to the exercise of stock options. Relevant disclosures pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and the Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits), Regulation 2014 is given as Annexure-F.

18. RISK MANAGEMENT

During the year under review, the Company has identified and evaluated elements of risk. The business risks inter-alia includes increase in raw material and printing cost, change in curriculum, higher borrowing cost, competition from other players and violation of intellectual property rights of the Company. The risk management framework defines the risk management approach of the Company which includes periodic review of such risks, mitigation controls and reporting mechanism of such risks. The Board of Directors,

Audit Committee and the senior management evaluates the operations to identify potential risks and take necessary actions to mitigate the same. The Company also has in place a Risk Management Policy and the Audit Committee to ensure implementation of appropriate risk management framework for the Company.

19. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility Committee ("CSR Committee"), which comprises Mr. Desh Raj Dogra-Chairman and Independent Director, Mr. Himanshu Gupta, Managing Director and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director and Mr. Deep Mishra, Non-Executive Director. The terms of references of the CSR Committee is provided in the Corporate Governance Report which forms part of this report.

The Company has formulated a Corporate Social Responsibility Policy which is available on the website of the Company at www.schandgroup.com. The Annual Report on the CSR activities is attached as Annexure-G forming part of this report.

During the year under review, the Company has contributed an amount of Rs, 2,719,186/- as compared to the recommended amount of Rs, 3,440,000/- by the CSR Committee. The contributed amount is less than the aggregate of 2% average net profits of the Company in the preceding three years. The Company has made CSR initiatives through registered trusts/societies in the following programmes/projects:

i) Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects; and

ii) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh setup by the Central Government for the promotion of sanitation and making available safe drinking water;

20. VIGIL MECHANISM

The Company has adopted the Vigil Mechanism by way of formulating a Whistle Blower Policy. The policy provides a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Head of Human Resources of the Company. The Whistle Blower Policy is available on the website of the Company at www.schandgroup.com.

21. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. In terms of Regulation 34 of the Listing Regulations, a report on the Corporate Governance along with a certificate of practicing company secretary on compliance is attached as Annexure-H and forms an integral part of the report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report, highlighting the performance of the Company and its business prospects, is provided in a separate section and forms an integral part of this annual report.

23. AUDIT COMMITTEE

The Audit Committee comprises of two Independent Directors and one Non-Executive Director namely Mr. Desh Raj Dogra (Chairman-Non-Executive, Independent Director), Ms. Archana Capoor (Member- Non-Executive, Independent Director) and Mr. Deep Mishra (Member-Non Executive, Non-Independent Director). The details of the Audit Committee are included in the Corporate Governance Report.

24. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration to Directors, Managerial Personnel and senior management of the Company. The policy lays down the criteria for selection and appointment of Board members, Key Managerial Person and employees.

25. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for that period;

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

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. ACKNOWLEDGMENTS

Your Directors wish to express their thanks to members, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.

On behalf of the Board of Directors

For S Chand And Company Limited

sd/- sd/-

Himanshu Gupta Dinesh Kumar Jhunjhnuwala

Managing Director Whole-time Director

DIN: 00054015 DIN: 00282988

Place: New Delhi

Date: August 09, 2017