1. We have audited the accompanying standalone financial
statements of S Chand And Company Limited ('the
Company'), which comprise the Standalone Balance Sheet
as at 31 March 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the
Standalone Statement of Cash Flow and the Standalone
Statement of Changes in Equity for the year then ended,
and notes to the standalone financial statements,
including material accounting policy information and
other explanatory information.
2. I n our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ('the Act’) in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards ('Ind
AS') specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015
and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31 March
2025, and its profit (including other comprehensive
income), its cash flows and the changes in equity for the
year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act.
Our responsibilities under those standards are further
described in the Auditor's Responsibilities for the
Audit of the Standalone Financial Statements section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India ('ICAI') together with
the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions
of the Act and the rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key Audit Matters
4. Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context
of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
5. We have determined the matters described below to be
the key audit matters to be communicated in our report.
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Key audit matters
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How our audit addressed the key audit matters
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Assessment of the realisability of investments made in subsidiaries:
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Our audit procedures included, but were not limited to, the following
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Refer material accounting policy information in note 2.8 to the standalone
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procedures:
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financial statements.
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a)
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O btained an understanding from the management with
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The Company carries its investments in subsidiaries, at cost at an
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respect to process and controls followed by the Company
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aggregate amount of INR 5,755.41 million as at 31 March 2025.
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for identification of impairment indicators to determine
recoverability of the investments in subsidiary companies.
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The amount is significant to the standalone financial statements and
involves determination whether impairment indicators exist during
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b)
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Tested the design and operating effectiveness of internal
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the reporting period, corresponding impairment charge required to be
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controls of the Company in relation to the aforesaid process.
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accounted as per the requirements in Ind AS 36, Impairment of Assets
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c)
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Obtained the valuation model from the management and
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which inherently involves application of significant judgments by
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reviewed their conclusions, including reading the report
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management in particular with respect to determination of recoverable/
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provided by an independent valuation expert for investments
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fair value amount of these investments. The recoverability of these
investments is significantly dependent on operational performance of the
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engaged by the management.
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respective subsidiaries and therefore there is a risk that the subsidiaries
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d)
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Kssessed the professional competence, objectivity and
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may not achieve the anticipated business growth which may lead to an
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capabilities of the third party expert used by the management
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impairment charge being recognised.
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for performing the required valuations to estimate the
recoverable value of the investments in the subsidiary;
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Key audit matters
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How our audit addressed the key audit matters
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Management has assessed the realisability of the aforesaid amounts by
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e)
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Reconciled the cash flows to the business plans approved by the
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carrying out a valuation of the subsidiary's business using the discounted
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respective Board of Directors of the subsidiaries;
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cashflow method ("the Model”). The Model involves estimates pertaining
to expected business and earnings forecasts and key assumptions
including those related to discount and long-term growth rates. These
estimates require high degree of management judgement and is inherently
subjective.
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f)
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Tested the inputs used in the Model by examining the underlying
data and validating the future projections by comparing past
projections with actual results, including discussions with
management relating to these projections.
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Considering the significance of the above matter to the standalone financial
statements, complexities and judgement involved, and the significant
auditor attention required to test such management's judgement, we have
identified this as a key audit matter for current year audit.
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g)
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Assessed the reasonableness of the key assumptions used
and appropriateness of the valuation methodology applied
by engaging auditor's valuation experts. Tested the discount
rate and terminal growth rates used in the forecast including
comparison to economic and industry forecasts, where
appropriate;
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h)
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Evaluated sensitivity analysis performed by the management
and performed independent sensitivity analysis on these
key assumptions to assess potential impact of downside in
the underlying cash flow forecasts and assessed the possible
mitigating actions identified by management.
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i)
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Evaluated the appropriateness and adequacy of disclosures
made in the standalone financial statements in accordance with
the applicable accounting standards.
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Estimation of sales returns and discounts:
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Our audit procedures included, but were not limited to the following
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Refer material accounting policy information in note 2.4 to the Standalone
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procedures:
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Financial Statements.
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a)
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Obtained an understanding from the management with respect
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The company is involved in publishing and distribution of educational
books. Due to the nature of business, the Company offers an option to the
customers to return unsold inventory. Significant amount of sales returns
are received in the year subsequent to the year when books are sold.
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to process and controls followed by the Company to determine
provision for sales return and discount including design and
implementation of controls. We have tested the design and
operating effectiveness of these controls
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Discount comprises of turnover, cash and additional discount. Turnover
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b)
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O btained management's calculations for provision for
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discount is offered to the customers in the period subsequent to the
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sales returns and discounts, recalculated the amounts for
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reporting date based on parameters for a specified period. Cash Discount
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mathematical accuracy and evaluated the assumptions used
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is offered based on the cash discount schemes applicable to certain
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by reference to internal sources (i.e. management budgets and
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months. Further, at the time of annual settlement, which may not coincide
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schemes offered to customers).
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with the financial year, with respective debtors, additional discounts are
offered based on their negotiations agreed with respective customers.
Provision for such sales returns and discounts are estimated, deducted
from revenue and accounts receivables. During the current year, the
Company has made provisions for sales returns and discounts amounting
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c)
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Considered the accuracy of management's estimates in previous
years by comparing historical provisions to the actual amounts
to assess the management ability to accurately estimate their
sales returns and discounts.
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to INR 412.00 million and INR 476.60 million respectively.
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d)
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T ested the actual sales return and discounts passed to
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Estimates of sales returns and discounts are required to be made at the
time of sale. When determining the appropriate allowance, management
considers historical trends, present changes in policies for the academic
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customers after the balance sheet date and upto 10 days prior
to approval of financials to determine whether the revenue has
been recognized in the appropriate period.
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season, as a basis for the estimate as well as all other known factors, which
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e)
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Assessed the disclosures in respect of sales returns and
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could significantly influence the level of future sales returns and discount
claims.
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discounts included in the financial statements.
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Significant judgement is required in assessing the appropriate level of the
provision for sales return and discounts.
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Key audit matters
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How our audit addressed the key audit matters
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Measuring provisions for sales return and discounts is a key audit
matter as it requires significant estimates made by Management. Such
judgements include management’s expectation of sales returns and
discounts and historical estimates of sales returns and discounts vis a vis
the sales returns and discounts received during the year.
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Deferred tax assets:
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Our audit procedures included, but were not limited to the following
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Refer material accounting policy information in note 2.5 to the Standalone
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procedures:
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Financial Statements.
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a)
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Obtained an understanding from the management with respect
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As on 31 March 2025, the Company has recognized deferred tax assets
(net) amounting to INR 399.31 million. The recognition of deferred tax
liabilities includes all taxable temporary differences, while deferred tax
assets are only recorded to the extent it is probable that sufficient deferred
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to process and controls followed by the Company to compute
and assess realisability of Deferred Tax Assets including design
and implementation of controls. We have tested the design and
operating effectiveness of these controls.
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tax liabilities or taxable profit will be available in the future against which
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b)
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Obtained the management’s calculation for the computation
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the deductible temporary differences can be used.
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of deferred taxes and performed re-computation to test
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Management has recognized deferred tax asset on the MAT credit and
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arithmetical accuracy.
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unabsorbed losses basis the reasonable certainty that sufficient taxable
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c)
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Traced inputs used in the deferred tax calculation from source
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profits, based on forecast of business operations, will be available with the
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documents
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Company in future.
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d)
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Analyzed the future projections of the company, as approved by
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Since the recognition of deferred tax assets relies on the significant
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the Board of Directors of the Company and assumptions used
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application of judgement by the management in respect of assessing the
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as to when it would be certain that company would earn future
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probability and sufficiency of future taxable profits and future reversals
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taxable income.
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of existing taxable temporary differences, it is considered as key audit
matter.
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e)
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Evaluated management's assessment of time period available
for adjustment of such deferred tax assets as per provisions of
the Income Tax Act, 1961 and appropriateness of the accounting
treatment with respect to the recognition of deferred tax assets
as per requirements of Ind AS 12, Income Taxes.
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f)
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Assessed the sensitivity of the outcomes in the above scenario
to reasonably possible changes in assumptions and evaluated
the realisability of deferred tax asset as to when the company
would earn future taxable profits.
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g)
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Assessed the disclosures in respect of deferred tax included in
the financial statements.
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Information other than the Standalone Financial
Statements and Auditor's Report thereon
6. The Company's Board of Directors are responsible for
the other information. The other information comprises
the information included in the Annual Report, but does
not include the standalone financial statements and our
auditor's report thereon. The Annual Report is expected to
be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does
not cover the other information and we will not express any
form of assurance conclusion thereon.
I n connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.
When we read the Annual Report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements
7. The accompanying standalone financial statements have
been approved by the Company’s Board of Directors. The
Company’s Board of Directors are responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified
under section 133 of the Act and other accounting
principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
8. I n preparing the standalone financial statements, the
Board of Directors is responsible for assessing the
Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to
do so.
9. The Board of Directors is also responsible for overseeing
the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the
Standalone Financial Statements •
10. Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in
accordance with Standards on Auditing will always detect
a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.
11. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act we
exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control;
• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls;
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management;
• C onclude on the appropriateness of Board of
Directors' use ofthe going concern basis of accounting
and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's
report to the related disclosures in the standalone
financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor's report. However, future events
or conditions may cause the Company to cease to
continue as a going concern; and
• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
12. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.
13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
14. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
15. As required by section 197(16) of the Act, based on our
audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the
provisions of and limits laid down under section 197 read
with Schedule V to the Act.
16. As required by the Companies (Auditor’s Report) Order,
2020 ('the Order') issued by the Central Government of
India in terms of section 143(11) of the Act we give in
the Annexure A a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
17. Further to our comments in Annexure A, as required by
section 143(3) of the Act based on our audit, we report, to
the extent applicable, that:
a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of
the accompanying standalone financial statements;
b) Except for the matters stated in paragraph 17(h)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (as
amended), in our opinion, proper books of account
as required by law have been kept by the Company
so far as it appears from our examination of those
books;
c) The standalone financial statements dealt with
by this report are in agreement with the books of
account;
d) I n our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;
e) On the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as
on 31 March 2025 from being appointed as a director
in terms of section 164(2) of the Act;
f) The qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 17(b) above on reporting
under section 143 (3) (b) of the Act and paragraph
17(h)(vi) below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014 (as
amended);
g) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company as on 31 March 2025 and the operating
effectiveness of such controls, refer to our separate
report in Annexure B, wherein we have expressed an
unmodified opinion; and
h) With respect to the other matters to be included in
the Auditor's Report in accordance with rule 11 of
the Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion and to the best of our
information and according to the explanations given
to us:
i. The Company, as detailed in note 53 to the
standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at 31 March 2025;
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2025;
iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the
year ended 31 March 2025;
iv. a. The management has represented that,
to the best of its knowledge and belief, as
disclosed in note 58(v) to the standalone
financial statements, no funds have been
advanced or loaned or invested (either from
borrowed funds or securities premium
or any other sources or kind of funds) by
the Company to or in any person(s) or
entity(ies), including foreign entities ('the
intermediaries'), with the understanding,
whether recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Company ('the Ultimate Beneficiaries') or
provide any guarantee, security or the like
on behalf the Ultimate Beneficiaries;
b. The management has represented that,
to the best of its knowledge and belief, as
disclosed in note 58(vi) to the standalone
financial statements, no funds have
been received by the Company from any
person(s) or entity(ies), including foreign
entities ('the Funding Parties'), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party ('Ultimate
Beneficiaries') or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries; and
c. Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe
that the management representations
under sub-clauses (a) and (b) above
contain any material misstatement.
v. The interim dividend declared by the Company
during the year ended 31 March 2025 is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend.
However, the said dividend is not paid on the
date of this audit report.
The final dividend paid by the Company during
the year ended 31 March 2025 in respect of
such dividend declared for the previous year is
in accordance with section 123 of the Act to the
extent it applies to payment of dividend.
vi. As stated in note 59 to the standalone financial
statements and based on our examination
which included test checks, the Company, in
respect of financial year commencing on 1
April 2024, has used an accounting software for
maintaining its books of account which has a
feature of recording audit trail (edit log) facility
and the same has been operated throughout
the year for all relevant transactions recorded
in the software except that, the audit trail
feature was not enabled at database level for
accounting software to log any direct data
changes. Further, during the course of our audit
we did not come across any instance of audit
trail feature being tampered with in respect of
the accounting software where such feature is
enabled. Furthermore, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention from the date
the audit trail was enabled for the accounting
software.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Sd/-
Rahul Kool
Partner
Membership No.: 425393
UDIN: 25425393BMJKDI6994
Place: New Delhi
Date: 23 May 2025
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