Your directors are pleased to present the 55^th (Fifty-Fifth) Annual Report along with the Audited Financial Statements (Consolidated
and Standalone) of the Company for the financial year ended March 31, 2026 (financial year under review).

1. FINANCIAL RESULTS

2. PERFORMANCE OF THE COMPANY

The Company has reported revenue from operations of
' 2,930.58 million in comparison to the previous year's
revenue from operation of ' 2,939.65 million, with no
growth in reported revenue on a YoY basis. The Company
has reported a reduction in the net profit (after tax) to
' 112.52 million as compared to a net profit (after tax) of
' 157.37 million in the previous year.

The Company generates revenues from School Education
segment, Higher Education segment and Digital Business.
The School Education business showed growth while
Higher Education business was largely flat. There
was a decline in the Digital business arising from the
contracts with customer of almost ' 250 million moving
to a Subsidiary during the year from ' 195.05 million to
' 74.65 million in the current fiscal which impacted the
profitability.

The Company promoted the New Mylestone series which
was adopted in over 650 schools. The Company has
developed content as per the NCF-2023 for grades K-8
over the past 2-3 years. The content is well accepted by
the customers, and the Company expects this to further
strengthen its position in the market.

Year ending Inventories were higher at ' 615.02 million
vs. ' 570.04 million at the same time last year. This
inventory increase is driven by slightly higher Finished
Goods inventory due to the NCF roll out during the year.
The Company reported year-end receivables of ' 1,702.50
million vs. ' 1,347.38 million. There was some slowness
in collections during Q4 this year in certain regions along
with the impact of war in the Middle East which reduced
collections during Q4 from the schools in the region. We
expect this metric to normalize within 1HFY27.

The Company's Total borrowings increased slightly during
the year to ' 530.13 million vs. ' 504.75 million last year.
The Company has adequate liquidity of ' 473.36 million
vs. ' 426.65 million last year 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 full implementation of NCF across the country and
renewed focus on the curriculum business. The Company
is focussing on driving increase in sales volumes, product
realizations, controlling operating expenses and reduction
in working capital to drive our cash flows for the financial
year 2026-27.

3. SHARE CAPITAL

During the financial year under review, there was no
change in the authorized share capital of your Company.

The issued and paid-up share capital of the Company
marginally increased from ' 17,62,48,160 divided into
3,52,49,632 equity shares of ' 5 each to ' 17,63,60,960
divided into 3,52,72,192 equity shares of ' 5 each
pursuant to the allotment of 22,560 equity shares to
option grantee(s) under Employee Stock Option Scheme
2018 and Employee Stock Option Scheme 2023.

The paid-up equity share capital of the Company as on
March 31, 2026, was ' 17.63 Cr.

4. 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-linkhttps://schandgroup.com/wp-
content/uploads/Dividend-Distribution-Policy.pdf.

Board of Directors of the Company in their meeting held
on May 22, 2026 has declared an Interim Dividend of ' 4/-
(Rupees Four only) per share to the equity shareholders
of the Company for the financial year 2025-26. Your Board
is proposing to shareholders in the ensuing AGM to make
this interim dividend as final dividend for financial year
2025-26.

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/.

5. TRANSFER TO RESERVES

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

6. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR 2025-26 AND THE
DATE OF THIS REPORT

There are no material changes and commitments which
affect the financial position of the Company and have
occurred between the end of the financial year 2025-26
and the date of this Report.

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

There are no significant material orders passed by the
regulators / courts / tribunals against the Company which
would impact the going concern status of the Company
and its future operations.

8. CHANGE IN THE NATURE OF BUSINESS

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

9. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the
Act, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, and Transfer of Funds)
Rules, 2016 any dividend remain unpaid or unclaimed
for a period of seven consecutive years is required to be
transferred to Investor Education and Protection Fund
('IEPF'). Further, equity shares in respect of which dividend
has not been paid or claimed for seven consecutive years
are also required to be transferred to the IEPF.

Accordingly, during the year, the Company has complied
with the aforesaid provisions and sent individual notices
and also advertised in the newspapers seeking action from

the shareholders who have not claimed their dividends
for past seven consecutive years i.e. for Final Dividend
2017-18 and thereafter, had transferred such unpaid
or unclaimed dividends and corresponding 779 equity
shares held by 36 shareholders to the IEPF Authority
on December 10, 2025. Shareholders /claimants whose
shares, unclaimed dividend, have been transferred to
the aforesaid IEPF Suspense Account or the Fund, as the
case may be, may claim the shares or apply for refund
by making an application to the IEPF Authority in Form
IEPF-5 (available onhttps://www.iepf.gov.in/content/
iepf/global/master/Home/Home.html) along with
requisite fee as decided by the IEPF Authority from time
to time. As on March 31, 2026 total 3,102 equity shares
have been transferred to the IEPF authorities. Details of
shares /shareholders in respect of which dividend has
not been claimed, are provided on our website at www.
schandgroup.com/investors/. The shareholders are
therefore encouraged to verify their records and claim
their dividends of all the earlier seven years, if not claimed.

10. INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process
driven framework for Internal Financial Control ("IFC")
within the meaning of the explanation to Section 134(5)
(e) of the Companies Act. For the year ended March
31, 2026, the Board considers that the Company has
sound IFC commensurate with the nature and size of its
business operations and operating effectively and there
is no material weakness. The Company has a process in
place to monitor the same and identify the gaps, if any,
and implement new and/or improved controls wherever
the effect of such gaps could have a material effect on
the Company's operations. The Internal Auditors of the
Company M/s. Ernst & Young 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.

11. DETAILS OF SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATE COMPANY

As on March 31, 2026, the Company had 11 (Eleven)
subsidiaries. The Board of Directors reviewed the affairs
of its subsidiaries for the financial year 2025-26. The
Consolidated Financial Statements of your Company for
the financial year 2025-26 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 financial year 2025-26, the Company, through
its material unlisted subsidiary, New Saraswati House
(India) Private Limited, acquired a company based out at
Singapore named CPD Singapore Education Services Pte.

Ltd. ("CPD Singapore") Consequently, CPD Singapore
became a step-down subsidiary of the Company with
effect from January 29, 2026. CPD Singapore is a provider
of education-support services, publishing of school books
in International Curriculum (IB/IGCSE), in Singapore.
The acquisition is expected to strengthen the Company's
presence in the education sector and support its strategic
growth objectives in international markets.

Subsidiaries:

a) BPI (India) Private Limited

BPI (India) Private Limited reported total revenue
from operations of ' 14.70 million in the financial
year 2025-26 as compared to total revenue from
operations of ' 21.89 million in the previous financial
year and reported a net loss (after tax) of ' 15.65
million in the financial year 2025-26 as compared to
a net loss (after tax) of ' 3.20 million in the previous
financial year.

b) Convergia Digital Education Private Limited
Convergia Digital Education Private Limited reported
total revenue from operations of ' 528.08 million
in the financial year 2025-26 as compared to total
revenue from operations of ' 160.82 million in the
previous financial year and reported a net profit
(after tax) of ' 63.48 million in the financial year
2025-26 as compared to a net loss (after tax) of
' 32.12 million in the previous financial year.

c) Edutor Technologies India Private Limited
Edutor Technologies India Private Limited reported
total revenue from operations of ' 24.28 million
in the financial year 2025-26 as compared to total
revenue from operations of ' 20.30 million in the
previous financial year and reported a net loss (after
tax) of ' 7.71 million in the financial year 2025-26 as
compared to a net loss (after tax) of ' 15.36 million
in the previous financial year.

d) Indian Progressive Publishing Co Pvt Ltd

Indian Progressive Publishing Co Pvt Ltd reported
total revenue from operations of ' 4.12 million in the
financial year 2025-26 as compared to total revenue
from operations of ' 5.97 million in the previous
financial year and reported a net profit (after tax)
of ' 1.19 million in the financial year 2025-26 as
compared to a net profit (after tax) of ' 2.91 million
in the previous financial year.

e) S. Chand Edutech Private Limited

S. Chand Edutech Private Limited reported total
revenue from operations of ' 48.77 million in the
financial year 2025-26 as compared to total revenue
from operations of ' 40.14 million in the previous
financial year and reported a net loss (after tax)
of ' 46.04 million in the financial year 2025-26 as
compared to a net loss (after tax) of ' 28.07 million
in the previous financial year.

f) Safari Digital Education Initiatives Private Limited
Safari Digital Education Initiatives Private Limited
has reported total revenue from operations of ' 9.83
million in the financial year 2025-26 as compared to
total revenue from operations of ' 22.07 million in
the previous financial year and reported a net loss
(after tax) of ' 38.27 million in the financial year
2025-26 as compared to a net loss (after tax) of
' 67.84 million in the previous financial year.

g) Shri ShyamLal Printing Press Private Limited
Shri Shyamlal Printing Press Private Limited
reported total revenue from operations of ' 573.43
million in the financial year 2025-26 and reported a
net profit (after tax) of ' 67.88 million in the financial
year 2025-26.

h) CPD Singapore Education Services Pte. Ltd.

CPD Singapore Education Services Pte. Ltd. reported
total revenue from operations of ' 6.29 million in the
financial year 2025-26 and reported a net loss (after
tax) of ' 3.66 million in the financial year 2025-26.

Material Unlisted Subsidiaries:

i) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported
total revenue from operations of ' 1,992.25 million
in the financial year 2025-26 as compared to total
revenue from operations of ' 1,704.00 million in
the previous financial year and reported a net profit
(after tax) of ' 281.54 million in the financial year
2025-26 as compared to a net profit (after tax) of
' 194.55 million in the previous financial year.

The Previous Year numbers were restated for
Continuing business. The net results for the
discontinuing business is loss of ' 30.64 million for
the current year as against a profit of ' 54.59 million
in the previous year.

j) Chhaya Prakashani Limited

Chhaya Prakashani Limited reported total revenue
from operations of ' 1,327.01 million in the financial
year 2025-26 as compared to total revenue from
operations of ' 1,163.51 million in the previous
financial year and reported a net profit (after tax)
of ' 223.58 million in the financial year 2025-26
as compared to a net profit (after tax) of ' 210.14
million in the previous financial year.

k) New Saraswati House (India) Private Limited
New Saraswati House (India) Private Limited
reported total revenue from operations of ' 1525.75
million in the financial year 2025-26 as compared to
total revenue from operations of ' 1435.29 million in
the previous financial year and reported a net profit
(after tax) of ' 99.70 million in the financial year
2025-26 as compared to a net profit (after tax) of
' 115.96 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 subsidiaries 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 subsidiaries 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
51 of the consolidated financial statements of the
Company forming part of this Annual Report.

12. 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.

13. AUDITORS

Statutory Auditor and Auditors Report

Pursuant to provisions of Section 139 of the Companies Act
read with the Companies (Audit & Auditors) Rules 2014,
M/s. Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013), Statutory
Auditors of the Company will be completing their tenure
at the ensuing 55^th AGM of the Company.

Based on the recommendation of Audit Committee, the
Board of Directors at its meeting held on August 10, 2026
has recommended the re-appointment of M/s. Walker
Chandiok & Co LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013), as the Statutory
Auditor of the Company for another term of five years, i.e.
from the conclusion of 55^th AGM until the conclusion of
60^th AGM to be held in financial year 2030-2031.

The auditor has provided its Consent and certificate for
their re-appointment as Statutory Auditor of the Company,
in accordance with the terms and conditions prescribed
under Section 139 of the Act and Ruled framed thereunder.

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, 2026 forms
part of the Annual Report. There is no qualification /
reservation or adverse remark in the Audit report.

The Statutory Auditor has not reported any matter under
Section 143(12) of the Act, therefore, no details are required
to be disclosed under Section 134(3)(c) of the Act.

Internal Auditor

During the year under the review, to ensure better
governance, compliance and internal control over
financial reporting and financial processes, 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, however, M/s. Haribhakti & Co. LLP was the
previous Internal Auditors of the Company and they have
conducted the audit for the period starting from April 01,
2025 to June 30, 2025.

Secretarial Auditor

The Members at the 54^th Annual General Metting held on
September 25, 2025, appointed Mr. R.S. Bhatia, Company
Secretary in Practice (CP No. 2514) as the Secretarial
Auditor of the Company for a period of 5 (five) years from
financial year 2025-26 to 2029-2030. The secretarial
audit report submitted by the Secretarial Auditor for the
financial year 2025-26 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
2025-26.

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 2025-26. 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.

14. WEB ADDRESS FOR ANNUAL RETURN

The Annual Return for the financial year 2025-26 will be
made available on the website of the Company at www.
schandgroup.com/investors/#annual-report.

15. 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 -

- Solar Plant installed on warehouse of the
Company

(ii) the steps taken by the Company for utilizing
alternate sources of energy- Solar power plant
of 50 KW installed in the Warehouse of the
Company

(iii) the capital investment on energy conservation
equipment's- ' 16.17 Lakhs

B) Technology absorption-

(i) the efforts made towards technology
absorption- Digital Printing Machine in mono
colour installed in FY24-25, two 8 Colour &
one 4 Colour printing machine installed in FY
2025-26.

(ii) the benefits derived like product improvement,
cost reduction, product development or import
substitution- Installation of digital machine has
benefited in short run printing jobs.

(iv) the 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: ' 95.84 million

ii) Foreign Exchange outgo: ' 24.42 million

16. DETAILS OF CHANGES IN 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, 2026, the Board of Directors consists of 8
(Eight) Directors consisting of a Managing Director, a
Whole-time Director and 6 (Six) Non-Executive Directors,
out of which 4 (Four) 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.

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, Ms. Savita Gupta
(DIN:00053988) will retire by rotation at the ensuing
AGM and being eligible offers herself for re-appointment.
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 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.

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 exists 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 include 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 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 Act and the Listing
Regulations.

17. FAMILARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

In terms of Regulation 25(7) of SEBI Listing Regulations,
your Company organized various familiarization
programme for its Directors including industry outlook,
presentation on Internal Control over Financial Reporting,
Regulatory updates, Prevention of Insider Trading
Regulations, Framework for Related Party Disclosures etc.

The details of familiarization programmes conducted
for Independent directors are disclosed on the
website of the Company at: www.schandgroup.com/
investors/#corporate-policies.

18. 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,
2026.

19. 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.

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.

20. 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 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-D 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 25, 2025 approved the remuneration
of Mr. Himanshu Gupta, Managing Director, and
Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director of
the Company.

During the financial year 2025-26, the following
remuneration was paid to the Managerial Personnel:

Mr. Himanshu Gupta - ' 27.48 million

Mr. Dinesh Kumar Jhunjhnuwala - ' 20.26 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 workplace 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.

21. EMPLOYEE STOCK OPTION SCHEME

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.

22. 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 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 Risk Management
Committee ensure 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.

23. 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 2025-26 the Company was required to spend
' 32,81,071/- (Rupees Thirty-Two Lakhs Eighty-One
Thousand Seventy One 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
' 32,81,071/- (Rupees Thirty-Two Lakhs Eighty-One
Thousand Seventy-One Only) on following CSR activities
during the financial year 2025-26 through the below
mentioned agencies:

The Annual Report on the CSR for the financial year
2025-26 is attached as Annexure-F and forms part of this
Annual Report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 provides for adequate
safeguards against victimization of employees and
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.

25. 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 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.

26. 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.

27. 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.

28. POLICY ON APPOINTMENT AND REMUNERATION
OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT PERSONNEL

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.

29. COMPLIANCE OF SECRETARIAL STANDARDS

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

30. 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.

31. 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 2025-26.

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.

32. 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 10, 2026 DIN: 00054015 DIN: 00282988