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

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:

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