Chetana Education Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

fully in sync with the National Education Policy
(NEP) 2020. Additionally, the Company expanded its
product portfolio by integrating technology-enabled
learning solutions, thereby enhancing value for
students, teachers, and educational institutions alike.
The Performance for the year could have been better
but due to change in syllabus for few standards of
State Board resulting in restricting company for
taking further orders for respective standards.

Significant progress was made in advancing digital
education initiatives. The Company''s flagship
platforms, Books & Beyond and DOTTSTAR, gained
substantial traction by providing schools and teachers
with interactive, curriculum-mapped digital content,
streamlined lessons - planning tools, and institution-
specific digital broadcasting capabilities.Furthermore,
the Smart School Program (SSP) reinforced the
Company''s standing as a comprehensive education
solutions provider, supporting schools through a
structured transformational journey to improve
teaching and learning outcomes.

The Company''s Stationery Division also maintained
its growth through the strategic expansion of its
notebook business, effectively complementing core
publishing operations. Alongside this, Pebbles
magazine continued to cultivate reading habits,
creativity, and language development among
students, successfully extending learning beyond
the classroom. Notably, the Company achieved a
landmark milestone by securing its first government
tender and thus giving rise to a new vertical for
business growth. The Company would be Privileged
to support the Government of Maharashtra , wherever
considered appropriate through transparent
procurement and Public-Private Partnership (PPP)
frameworks in advancing the objectives of "Samagra
Shiksha" and "NEP 2020" through high-quality
publication, teacher training and innovative learning
solutions.

Overall, the Company''s performance reflects an
ongoing commitment to academic excellence, digital
innovation, and sustainable growth. Backed by a
robust content portfolio, an expanding distribution
network, strategic partnerships, and a customer-

centric approach, the Company remains well-
positioned to capitalize on emerging opportunities
in the evolving education sector while creating long¬
term value for all its stakeholders.

4. CHANGE IN BUSINESS:

During the year under review, there has been no
changes in the nature of the business of the Company.
The Company continues to operate in the same line
of business as per its main Objects.

5. DIVIDEND DECLARATION:

With a view to conserving resources for future growth
and business prospects of the Company, the Board of
Directors does not recommend any dividend for the
financial year ended on March 31, 2026.

5. TRANSFER TO THE INVESTOR EDUCATION
AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Sections 124 and 125
of the Companies Act, 2013, there are no amount of
unclaimed or unpaid dividends nor any underlying
equity shares, remaining outstanding / for a period
of 7 (seven) years, that require transfer to the Investor
Education and Protection Fund during the year under
review that require transfer to the Investor Education
and Protection Fund during the year under review.

7. TRANSFER TO RESERVES:

During the year under review, the Board of Directors
decided not to transfer any amount to the General
Reserve. Consequently, the entire profit for the
financial year has been retained in the Statement
of Profit & Loss, forming part of the Reserves and
Surplus section of the Balance Sheet as of March 31,
2026 of the Company.

8. SHARE CAPITAL:

During the year under review, there were no changes
in the Authorised, Issued, Subscribed and Paid-up
Share Capital of the Company.

The structure of the Share Capital of the Company as
of March 31, 2026, is detailed below:

Authorized Capital: The Authorized Capital of the
Company is ''21,00,00,000 (Rupees Twenty-One Crores
Only) divided into 2,10,00,000 (Two Crore Ten Lakhs
Only) Equity Shares of ''10 (Rupees Ten Only) each.

Issued, Subscribed and Paid-Up Capital: The present
Paid-up Capital of the Company is ''20,40,00,000
(Rupees Twenty Crores Forty Lakhs Only) divided
into 2,04,00,000 (Two Crore Four Lakhs Only) Equity
Shares of ''10 (Rupees Ten Only) each.

9. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE
COMPANIES ACT, 2013:

The Company has not issued any shares with
differential rights as to dividend, voting or otherwise
during the year under review. Hence, no information
is required to be furnished under the provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules,
2014.

10. DISCLOSURE UNDER SECTION 54(1)(d) OF THE
COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares
during the year under review. Hence, no information

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

> Composition & Constitution of Board of Directors:

Details of composition of the Board of Directors, Date of the appointment at current term number of Directorships
& Memberships/Chairpersonships of Board Committee positions held by them as on March 31, 2026, are as
follows: As on the date of this Report, the Board comprises the following Directors:

* Excluding struck off companies and amalgamated companies.

** Committees include the Audit Committee, Stakeholders'' Relationship Committee, Nomination and
Remuneration Committee, and CSR Committee in other companies.

The composition of the Board complies with the requirements of the Companies Act, 2013. Further, pursuant
of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company is exempted from complying with the Board composition requirements prescribed
under Regulation 17 of the Listing Regulations. None of the Director of the Company serve as a Whole-Time
Director in any other listed company, and their total number of their directorship remains within the statutory
limits laid down under Section 165 of the Companies Act, 2013.

> Board Meetings

The Board of Directors meets at regular intervals to deliberate on key matters concerning the operations, strategy,
and overall governance of the Company. Additional Board meetings are convened, as and when required to
discuss and decide on various business policies, strategies and other businesses.

During the year under review, the Board of your Company met Seven (7) times. The details of the Board Meeting
held and the participation of the Directors thereat are enumerated as below:

The necessary quorum was present for all the meetings.

At the said meeting, the Independent Directors, inter
alia, reviewed the performance of Non-Independent
Directors and the Board as a whole, the performance
of the Chairperson of the Company, and assessed the
quality, quantity, and timeliness of flow of information
between the Company''s management and the Board.

The Company has also adopted a Policy on
Familiarization Programme for Independent
Directors to enable them to understand the business
and operations of the Company and their roles,
rights, and responsibilities. The details of such
familiarization programme are available on the
website of the Company at https://chetanaeducation.
com/.

> Change in the Board Composition

Changes in the Board Composition during the
Financial Year 2025-26 and up to the date of this
Report is furnished below:

• Appointment of Directors during the Financial
Year 2025-26: Nil

• Change in designation of Directors during the
Financial Year 2025-26: Nil

• Resignation of Directors during the Financial
Year 2025-26: Nil

> Re-appointment of Director retiring by rotation

Re-appointment of Mr. Rakesh Jayantilal Rambhia
(DIN: 00332208), Whole Time Director, who retires by
rotation and, being eligible, has offered himself for
re-appointment at the 3rd AGM, pursuant to Section
152 and other applicable provisions, if any, of the
Companies Act, 2013.

> Re-appointment of Executive Directors in ensuing
AGM

Pursuant to the provisions of Sections 196, 197, 203,
and Schedule V of the Companies Act, 2013, read with
the rules made thereunder, the Board of Directors,
based on the recommendation of the Nomination
and Remuneration Committee, has approved the re¬
appointment of the following Executive Directors for
a further period of 3 (three) years, effective from

February 07, 2027, to February 06, 2030, subject to
the approval of shareholders at the ensuing General
Meeting:

Mr. Anil Jayantilal Rambhia (DIN: 00332241): Re¬
appointed as Chairman & Managing Director at a
basic salary of up to ''20.00 Lakhs per month plus
perquisites and allowances. His office shall be liable
to retire by rotation during this tenure.

Mr. Rakesh Jayantilal Rambhia (DIN: 00332208): Re¬
appointed as Whole-time Director at a basic salary
of up to ''20.00 Lakhs per month plus perquisites
and allowances. His office shall be liable to retire by
rotation during this tenure.

In the event of an absence or inadequacy of profits
in any financial year during the aforesaid tenure, the
approved remuneration shall nevertheless be paid
and allowed to the respective directors as minimum
remuneration, subject strictly to the statutory limits
prescribed under Schedule V to the Companies Act,
2013.

Appointment & Resignation of Key Managerial
Personnel during the Financial Year 2025-26 and
upto the date of this Report

i. Mr. Prasad Ramakant Lad resigned from the
post of the Chief Financial Officer (CFO) of the
Company with effect from 22nd May, 2025.

ii. Mr. Saurabh Nanak Shah was appointed as Chief
Financial Officer (CFO) of the Company with
effect from 22nd May, 2025.

iii. Ms. Jignesha Jitendra Fofandi, has resigned from
the post of the Company Secretary (CS) and
Compliance Officer of the Company, effective
from 28 th May, 2025.

iv. Ms. Aditi Sanjit Bagul was appointed as
Company Secretary (CS) & Compliance Officer
of the Company, with effect from 25th August,
2025.

> Code of Conduct for Directors and Senior Management

The Company has framed and adopted a Code of Conduct for its Directors and Senior Management Personnel,
outlining their duties, responsibilities, and accountability towards the Company. The Code aims to promote
ethical conduct and ensure compliance with applicable laws and regulations. The Code of Conduct is available
on the Company''s website at https://chetanaeducation.com/.

14. CHANGE IN REGISTERED OFFICE:

During the year under review, there was no change in the Registered Office of the Company.

15. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable
accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 31st March 2026 and of the profit and loss of the company for period
ended 31st March, 2026;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

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

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

16. COMMITTEES OF THE BOARD:

The Board of Directors, in line with the requirement of the Companies Act, 2013, has formed various committees,
details of which are given hereunder:

A. Audit Committee: The Audit Committee comprises of 2 Non-Executive Directors and 1 Executive Director, out of
which 2 are Independent Directors. The composition of the Audit Committee is in conformity with the provisions
of the Companies Act, 2013.

The Audit Committee met four (4) times during the financial year ended March 31, 2026.

The composition of the Committee and attendance at its meetings as at March 31, 2026, are given below:

The Company Secretary acts as the Secretary to the Audit Committee. The Executive Director attends the Audit
Committee meetings. Representatives of the Internal Auditors, Statutory Auditors, and Business Unit/Operation
Heads are invited to the meetings as and when required.

The Committee is governed by a term of reference, which is in line with the regulatory requirements mandated
by the Companies Act, 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to
ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to our Board for approval, with particular reference to:

5. Matters required to be included in the Director''s Responsibility Statement, to be included in our Board''s
report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

6. Changes, if any, in accounting policies and practices and reasons for the same;

7. Major accounting entries involving estimates based on the exercise of judgment by management;

8. Significant adjustments made in the financial statements arising out of audit findings;

9. Compliance with listing and other legal requirements relating to financial statements;

10. Disclosure of any related party transactions;

11. Qualifications in the draft audit report.

12. Reviewing, with the management, the quarterly financial statements before submission to our Board for
approval;

13. Reviewing, with the management, the statement
of uses / application of funds raised through
an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer
document / prospectus / notice and the report
submitted by the monitoring agency monitoring
the utilization of proceeds of a public or rights
issue, and making appropriate recommendations
to our Board to take up steps in this matter;

14. Reviewing and monitoring the auditor''s
independence and performance, and
effectiveness of audit process;

15. Approval of any subsequent modification of
transactions of our Company with related
parties;

16. Scrutiny of inter-corporate loans and investments;

17. Valuation of undertakings or assets of our
Company, wherever it is necessary;

18. Evaluation of internal financial controls and risk
management systems;

19. Reviewing, with the management, performance
of statutory and internal auditors, adequacy of
the internal control systems

20. Reviewing the adequacy of internal audit
function, if any, including the structure of the
internal audit department, staffing and seniority
of the official heading the department, reporting
structure coverage and frequency of internal
audit;

21. Discussion with internal auditors of any
significant findings and follow up thereon;

22. Reviewing the findings of any internal
investigations by the internal auditors into
matters where there is suspected fraud or
irregularity or a failure of internal control
systems of a material nature and reporting the
matter to our Board;

23. Discussion with statutory auditors before the
audit commences, about the nature and scope

of audit as well as post- audit discussion to
ascertain any area of concern;

24. Looking into the reasons for substantial defaults
in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors;

25. Reviewing the functioning of the Whistle Blower
Mechanism;

26. Approval of appointment of CFO (i.e., the whole¬
time finance Director or any other person heading
the finance function or discharging that function)
after assessing the qualifications, experience and
background, etc. of the candidate;

27. Carrying out any other function as is mentioned
in the terms of reference of the Audit Committee.

28. Reviewing the utilization of loans and/ or
advances from/investment by the holding
company in the subsidiary exceeding rupees 100
crore or 10% of the asset size of the subsidiary,
whichever is lower including existing loans /
advances / investments existing as on the date
of coming into force of this provision.]

29. To consider and comment on rationale, cost-
benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity
and its shareholders.

30. Carrying out any other function as may be
mentioned in the terms of reference of the Audit
Committee.

All the Members on the Audit Committee have
the requisite qualification for appointment on
the Committee and possess sound knowledge
of finance, accounting practices and internal
controls.

Vigil Mechanism / Whistle Blower Policy:

The Company has established a robust Vigil Mechanism
and adopted a Whistle Blower Policy pursuant to the
provisions of Section 177 of the Companies Act, 2013, and
Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy provides a

The Policy also includes provisions for Board diversity and criteria for determining qualifications, positive
attributes, and independence of Directors, as well as guidelines for the evaluation of the Board, its Committees, and
individual Directors. The Nomination and Remuneration Policy is available on the Company''s website at https://
chetanaeducation.com/.

The terms of reference of the Committee inter alia, include the following:

a. To identify persons who are qualified to become directors and who may be appointed in senior management
level in accordance with the criteria laid down in Schedule I of this policy.

b. To recommend to the Board, appointment and removal of the directors and evaluation of every director''s
performance as laid down in Scheduled I of this policy.

c. To formulate the criteria for determining qualifications and positive attributes of the Directors.

d. To deal with the matters relating to the remuneration payable to Whole time Directors, Key Managerial Personnel
and Senior Management Executives and commission, if any, to be paid to non-executive directors, apart from
sitting fees.

e. To review the overall compensation policy, service agreement and other employment conditions of Whole
time Directors, Key Managerial Personnel and Senior Management Executives which include the employees
designated as Vice-President and above (normally include the first layer of management below the Board level).

f. To deal with other matters as the Board may refer to the Nomination and Remuneration Committee ("the
Committee") from time to time.

C. Stakeholders'' Relationship Committee: The Stakeholders'' Relationship Committee comprises of 3 Directors, out
of which 2 are Independent Directors. The Company Secretary acts as Secretary to the Committee. The Committee
focuses mainly on the redressal of Shareholders''/Investors'' Grievances.

The Company has constituted Stakeholder''s Relationship Committee mainly to focus on the redressal of
Shareholders''/ Investors'' Grievances, if any, like Transfer/Transmission/Demat of Shares, Loss of Share
Certificates, Non-receipt of Annual Report, Dividend Warrants, etc.

The Stakeholder''s Relationship Committee met One (1) time during the financial year ended March 31, 2026.

The terms of reference of the Committee are:

1. Specifically look into various aspects of interest of shareholders, debenture holders and other security
holders.

2. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/
duplicate certificates, general meetings etc.

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company.

During the year, there were no complaints received from shareholders on SCORES. There are no balance
complaints.

17. BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has devised a
structured Evaluation Policy for assessing the performance of the Board, its Committees, and individual Directors.

For the financial year ended March 31, 2026, the formal annual evaluation was conducted via structured
questionnaires based on the SEBI Guidance Note on Board Evaluation:

• Board and Committee Evaluation: The Board carried out an evaluation of its own performance and that
of its statutory committees—namely the Audit Committee, Stakeholders'' Relationship Committee, and
Nomination and Remuneration Committee (NRC).

• NRC Evaluation: The NRC evaluated the performance of all individual Directors and the Chairman at its
meeting held on August 25, 2025.

• Independent Directors'' Meeting: As mandated by the Code of Independent Directors, a separate meeting of
the Independent Directors was held on February 11, 2026, to review the performance of the Non-Independent
Directors, the Chairman, and the Board as a whole.

The collective feedback from these evaluations was reviewed by the Chairman of the Board and the NRC, and
subsequently discussed at the respective Board and Committee meetings to strengthen corporate governance.

18. BOARD SKILLS/EXPERTISE/COMPETENCIES:

The Board of Directors based on the recommendations of the Nomination and Remuneration Committee,
identified the following core skills/expertise/competencies of Directors as required in the context of business of
the Company for its effective functioning:

Following are the details of the skills and competence possessed by the Board of Directors:

The identified skills / competences are broad-based and marking of ''Proficient'' against a particular member does
not necessarily mean the member does not possess the corresponding skills / competences.

19. DETAILS OF REMUNERATION TO ALL THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a.) REMUNERATION TO EXECUTIVE & NON-EXECUTIVE DIRECTORS DURING FY 2025-26:

(b.) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/ WTD
DURING FY 2025-26:

*Ms. Jignesha Jitendra Fofandi, has resigned from the post of the Company Secretary (CS) and Compliance Officer
of the Company, effective from 28th May, 2025.

**Ms. Aditi Sanjit Bagul was appointed as Company Secretary (CS) & Compliance Officer of the Company, with
effect from 25th August, 2025

*Mr. Prasad Ramakant Lad resigned from the post
of the Chief Financial Officer (CFO) of the Company
with effect from 22nd May, 2025.

**Mr. Saurabh Nanak Shah was appointed as Chief
Financial Officer (CFO) of the Company with effect
from 22nd May, 2025.

Disclosures relating to remuneration and other details
as required under Section 197 (12) of the Companies
Act, 2013, read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided as an "Annexure
B", which forms part of this Report.

> PENALTIES, PUNISHMENTS AND

COMPOUNDING OF OFFENCES

During the financial year under review, no penalties
or punishments were imposed on the Company,
its Directors, or its officers in default under the
provisions of the Companies Act, 2013.

Further, no offences were compounded by the
Company, its Directors, or its officers in default
under any applicable provisions of the Act, including
Section 441 of the Companies Act, 2013.

20. DEPOSIT:

The Company has not accepted any deposits from
public and as such, no amount on account of principal
or interest on deposits from public was outstanding
as on the date of the balance sheet.

21. MONEY ACCEPTED UNDER RULE 2(1)(C)
(VII) OF THE COMPANIES (ACCEPTANCE OF
DEPOSITS) RULES, 2014:

Pursuant to Rule 2(1)(c)(viii) of the Companies
(Acceptance of Deposits) Rules, 2014, the Company
has accepted unsecured loans from its Directors. The
details of these transactions are disclosed in the Notes to
the Financial Statements forming of thisAnnual report.

The Company has received declarations from the
respective Directors confirming that the funds
advanced are from their own resources and have
not been acquired by borrowing or accepting loans/
deposits from others.

22. PARTICULARS OF LOANS GIVEN,
GUARANTEES GIVEN, INVESTMENTS MADE
OR SECURITY PROVIDED:

Details of loans or guarantees given and/or
investments made and security covered, if any, are
given in the notes to the Standalone and Consolidated
Financial statements which form part of this Annual
Report.

23. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and
Section 134(3)(a) of the Companies Act, 2013, read
with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, a copy of the
Annual Return of the Company for the financial year
ended March 31, 2026, will be made hosted on the
Company''s website at www.chetanaeducation.com
once it has been filed with the Registrar of Companies
(ROC).

24. TRANSACTIONS WITH THE RELATED PARTIES:

During the year under review, all contracts,
arrangements, or transactions entered into by the
Company with related parties were at arm''s length
and in the ordinary course of business. Prior omnibus
approval of the Audit Committee was obtained for
related party transactions which were repetitive in
nature, entered into the ordinary course of business,
and conducted on an arm''s length basis.

The Company entered into contracts or arrangements
with related parties in terms of Section 188(1) of the
Companies Act, 2013. Accordingly, the disclosure of
these related party transactions, as required under
Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, is furnished in
Form AOC-2 and is enclosed as "Annexure A" to this
Report.

Further, comprehensive details of the related party
transactions are disclosed in the Note No. 31 to the
Standalone Financial Statements, which form part of
this Annual Report.

To identify, monitor and approve such significant
Related Party Transactions, the Company has framed

a policy on the Related Party Transactions. The policy
is available on the Company''s website at, www.
chetanaeducation.com, and all transactions executed
during the year strictly adhered to this policy.

25. RISK ASSESSMENT AND MANAGEMENT:

The Company has implemented a robust Risk
Management Policy to identify, evaluate, and mitigate
key operational, financial, and strategic risks. The
Board and the Audit Committee periodically review
the risk framework to handle raw material cost
fluctuations, align curriculum with the National
Education Policy (NEP) 2020, and secure the
expanding digital platforms (Books & Beyond and
DOTTSTAR).

Continuous employee training is conducted to
minimize operational disruptions. As of the date of
this report, no elements of risk have been identified
that could threaten the going-concern status or the
existence of the Company.

26. POLICYONDETERMINATIONOFMATERIALITY
OF EVENTS AND INFORMATION:

Pursuant to Regulation 30 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company has framed and
adopted a comprehensive Policy on Determination
of Materiality of Events and Information. This policy
outlines the criteria for identifying reportable events,
specifying that events listed under Para A of Part A
of Schedule III of the said Regulations are deemed
material and shall be mandatorily disclosed to the
Stock Exchange, while events under Para B shall be
disclosed subject to the application of the materiality
guidelines.

The Policy is accessible on the Company''s website
at www.chetanaeducation.com under the Investor
Relations section, and the Company confirms full
compliance with its provisions during the financial
year under review.

27. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THIS
REPORT:

There are no material changes and commitments,
affecting the financial position of the Company
between the end of the financial year date of this
Report.

28. CREDIT RATING:

During the financial year under review, the Company
transitioned its credit rating services from ICRA
Limited to CARE Ratings Limited. Subsequently,
CARE Ratings Limited, vide its letter reference no.
CARE/ARO/RL/2025-26/5962 dated December
03, 2025, upgraded the credit ratings assigned to the
Company''s fund-based and non-fund-based bank
loan facilities to CARE BBB-; Stable / CARE A3.

29. HUMAN RESOURCES & PARTICULARS OF
EMPLOYEES:

At Chetana Education Limited, we have always
believed that our people are our greatest asset, and our
corporate success is built upon maintaining positive,
productive relationships with our team. Over the past
year, the Company has invested significant energy
and efforts into revamping its Human Resources
(HR) systems, fostering a culture anchored in clear
communication, active engagement, and mutual
trust. As of March 31, 2026, the Company had a total
of 429 permanent employees on its rolls.

Managerial Remuneration and Statutory Disclosures:

• Particulars of Employees [Rules 5(2) & 5(3)]:
In terms of the provisions of Section 197(12) of
the Companies Act, 2013, read with Rules 5(2)
and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, a statement showing the names and other
particulars of employees drawing remuneration

in excess of the statutory limits prescribed
thereunder is available for inspection. This
inspection can be carried out at the Registered
Office of the Company during business hours.
Any member interested in obtaining a copy of
the statement may write to the Company, and the
same will be furnished upon request.

• Exclusion from Report (Section 136): In line with
the provisions of Section 136(1) of the Companies
Act, 2013, the Annual Report is being sent to
the members of the Company excluding the
aforementioned employee particulars statement.

• Remuneration Ratio Disclosures [Rule
5(1)]: Disclosures relating to the ratio of the
remuneration of each Director to the median
remuneration of the employees, and other
related details required under Section 197(12)
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are provided in
"Annexure-B", which forms an integral part of
this Board''s Report.

30. INFORMATION ON SUBSIDIARY, ASSOCIATE
AND JOINT VENTURE COMPANIES:

During the financial year under review, your
Company''s wholly-owned subsidiary, DIJAA
Education Private Limited, recorded a total income
of ''90.93 Lakhs. Owing to initial operational setup
costs, the subsidiary reported a net loss after tax of
''49.11 Lakhs for the financial year ended March 31,
2026.

Pursuant to the first proviso to Section 129(3) of the
Companies Act, 2013, a separate statement containing
the salient features of the financial position and
performance of the subsidiary company is presented
in the prescribed Form AOC-1 attached as ''Annexure
C'', which forms an integral part of this Board''s Report.

Further, the Company does not have any associate
companies or joint ventures as on March 31, 2026.

31. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company maintains a zero-tolerance policy
toward any act by its officials that falls under the
ambit of "Sexual Harassment" at the workplace.
Pursuant to the provisions of Section 21 of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition, Redressal) Act, 2013, the Company has
formulated a comprehensive Policy on the Prevention
of Sexual Harassment at Workplace. All categories
of employees (permanent, contractual, temporary,
trainees, etc) are covered under this policy. An
Internal Complaints Committee (ICC) has been duly
constituted to handle and redress all complaints
related to sexual harassment at the workplace. The
Company is compliant with respect to the provisions
of the said Act.

Composition of the Internal Complaint Committee:

Summary of Complaints Filed and Redressed:

In terms of statutory disclosure requirements, the
details regarding the number of complaints received,
disposed of, and pending during the financial year
2025-26 are as follows:

B. Technology Absorption:

35. COMPLIANCE OF SECRETARIAL STANDARDS:

Your Directors state that the Company has complied with the Secretarial Standards issued by the Institute
of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

36. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls commensurate with the nature and size
of the business activities and are operating effectively with reference to the financial statements. These
controls comprehensive of policies and procedures designs to ensure the orderly and efficient conduct
of the Company''s business, including strict adherence to its 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. During the year under review, there were
no material or reportable observations indicating internal control failures or causing financial loss.

37. CORPORATE GOVERNANCE:

We believe that integrity and transparency are the foundation of strong corporate governance. Our aim is to build
and maintain the trust of all stakeholders by conducting our business in a legal, ethical, and sustainable manner.
The Board of Directors takes its responsibilities seriously and works in the best interests of all shareholders.
We remain committed to following high standards of disclosure and governance, and we strive to protect
the rights of all shareholders, including minority shareholders, while focusing on creating long-term value.

Since the Company''s equity shares are listed on the Emerge Platform of the National Stock Exchange of
India Limited, by virtue of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the corporate Governance provisions specified under Regulation 17 to 27, Clauses (b)
to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to

the Company. Consequently, a separate Corporate Governance Report does not form part of this Annual
Report, though the Company remains dedicated to adopting best corporate governance practices.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the Audited Financial Statements for the financial year ended March 31, 2025, the net profit of the
Company (computed as per Section 198 of the Companies Act, 2013) exceeded ''5.00 crores. Accordingly, the
provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR), are
applicable to the Company for the financial year under review.

In terms of Section 135(9), where the amount required to be spent by a Company under CSR does not exceed ''50
lakhs, the constitution of a CSR Committee is not mandatory, and the functions may be discharged by the Board
of Directors. However, to oversee and monitor its CSR initiatives more effectively, the Company has voluntarily
constituted a CSR Committee.

The CSR Committee has been constituted in accordance with the provisions of Section 135 of the Companies
Act, 2013. The Committee comprises three (3) Directors, including one (1) Independent Director. The Company
Secretary acts as the Secretary to the Committee.

The Corporate Social Responsibility (CSR) met Two (2) times during the financial year ended March 31, 2026.

The composition of the Committee and attendance at its meetings as at March 31, 2026, are given below:

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has formulated a comprehensive CSR Policy. This policy outlines the Company''s
focus areas, strategy, and approach to executing CSR activities in strict alignment with Schedule VII to the Act

The CSR Policy, composition of the CSR Committee, and projects approved by the Board are available on the
website of the Company at www.chetanaeducation.com under the ''Investors'' tab.

The detailed annual report on CSR activities undertaken during the financial year 2025-26, as prescribed
under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as
"Annexure-D" and forms an integral part of this Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

In terms of Regulation 34 read with Schedule V
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Management
Discussion and Analysis Report, providing a
comprehensive review of the Company''s operational
performance, industry trends, and future outlook,
forms an integral part of this Annual Report and is
presented in separate section.

40. STATUTORY AUDITORS AND THEIR REPORT:

M/s. Paresh Vora & Associates, Chartered
Accountants (FRN: 118090W), were appointed as the
Statutory Auditors of the Company at the 1st Annual
General Meeting (AGM) held on May 25, 2024, to hold
office for a term of five (5) consecutive years, from
the conclusion of the 1st AGM until the conclusion
of the 6th AGM of the Company to be held in the
calendar year 2029 (pertaining to the financial year
2028-29). On such remuneration as may be mutually
agreed upon between the Board of Directors and the
Auditors.

The Statements and Notes to the Financial Statements
referred to in the Independent Auditors'' Report are
self-explanatory and, therefore, do not call for any
comments or explanations under Section 134(3)(f) of
the Companies Act, 2013. The Independent Auditors''
Report is enclosed alongside the Financial Statements
in this Annual Report.

There are no qualifications, reservations, adverse
remarks or disclaimers made by the Statutory
Auditors in their Report for the financial year under
review.

41. REPORTING OF FRAUD BY AUDITORS:

Pursuant to the provisions of Section 134(3)(ca) of the
Companies Act, 2013, the Statutory Auditors of the
Company have confirmed that they have not detected
or reported any instances of fraud committed against
the Company by its officers or employees under
Section 143(12) of the Act during the financial year
under review.

42. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company had appointed M/s.
Singh Soni & Associates LLP, Company Secretaries,
a Peer-Reviewed Firm, to conduct the Secretarial
Audit of the Company for the financial year 2025-26.
Further, in line with the enabling approvals granted by
the Members at the Annual General Meeting (AGM),
the Board of Directors, based on the recommendation
of the Audit Committee, continues the engagement of
M/s. Singh Soni & Associates LLP for the designated
tenure, with remuneration determined mutually
between the Board and the Auditors.

The Secretarial Audit Report in Form MR-3 for the
financial year ended March 31, 2026, is annexed
herewith as "Annexure-E" and forms an integral
part of this Board''s Report.

During the year under review, the Company availed
vehicle loans from Kotak Mahindra Bank. As
regards the filing of e-Form CHG-1 under Section
77 of the Companies Act, 2013 for registration of
the charge created with the Registrar of Companies,
the Company has already provided all the requisite
documents to Kotak Mahindra Bank for effecting the
said filing, and the said e-Form CHG-1 is required
to be filed by the Bank. The Company has been
consistently following up with Kotak Mahindra Bank
in this regard and shall ensure the filing is completed
at the earliest. The management confirms that there
is no material impact on the Company on account of
the aforesaid delay in filing.

43. CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS:

Pursuant to the provisions of Regulation 34(3) read
with Clause (10)(i) of Para C of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has obtained a
Certificate from M/s Singh Soni & Associates LLP,

Practicing Company Secretaries, confirming that
none of the Directors on the Board of the Company
have been debarred or disqualified from being
appointed or continuing as directors of the Company
by the Securities and Exchange Board of India (SEBI),
the Ministry of Corporate Affairs (MCA), or any such
statutory authority.

The said Certificate is annexed herewith as
"Annexure-F" and forms an integral part of this
Report.

44. INTERNAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 138 of Companies
Act 2013, read with the Companies (Accounts) Rules,
2014, the Company had appointed M/s. B. H. Bhatt &
Associates, Chartered Accountants (FRN: 101327W),
as an Internal Auditor of the Company for the
Financial year 2025-26. The Internal Auditors conduct
regular audits to review the internal control systems,
operational efficiency, and statutory compliances of
the Company. The periodic internal audit reports and
findings were submitted by the Internal Auditors to
the Audit Committee and the Board of Directors.

These reports do not contain any adverse remarks,
major control deviations, or qualifications; therefore,
they do not call for any further explanations or
comments by the Company.

45. COST RECORDS AND AUDIT:

Maintenance of cost records and requirement of cost
audit as prescribed under Section 148 of the Act are
not applicable to the business activities carried out by
the Company.

46. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS:

During the financial year under review, no significant
or material orders were passed by any regulators,
courts, or tribunals that would impact the going
concern status of the Company or its future
operational performance.

47. DESIGNATION OF A PERSON FOR EXTENDING
COOPERATION TO THE ROC FOR BENEFICIAL
INTEREST IN SHARES:

Pursuant to Section 89 of the Companies Act, 2013,
read with Rule 9 of the Companies (Management
and Administration) Rules, 2014, the Company had
designated Ms. Aditi Bagul, Company Secretary &
Compliance Officer, and in her absence, Mr. Saurabh
Shah, Chief Financial Officer, as the Designated
Person responsible for furnishing information and
extending necessary cooperation to the Registrar of
Companies (ROC) regarding beneficial interest in the
shares of the Company.

48. DETAILS OF APPLICATION MADE OR ANY
PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year 2025-26, no applications
were made and no proceedings were initiated /
pending under the Company under the Insolvency
and Bankruptcy Code, 2016 (IBC), by any financial
and / or operational creditors. Furthermore, as
of the date of this Report, no such applications or
proceedings are pending against the Company under
the said Code.

49. DETAILS OF ONE-TIME SETTLEMENT WITH
BANKS OR FINANCIAL INSTITUTIONS:

During the financial year under review, the Company
availed bank loan facilities to fund its operations as
detailed in the Notes to the Financial Statements.
However, the Company has not entered into any One¬
Time Settlement (OTS) with any Bank or Financial
Institution.

Consequently, the disclosure requirement under Rule
8(5)(xii) of the Companies (Accounts) Rules, 2014,
regarding the details of the difference between the
valuation amount at the time of a one-time settlement
and the valuation done while availing loans, is not
applicable to the Company.

50. WEBSITE:

Pursuant to Regulation 46 of the SEBI (Listing

Obligation and Disclosure Requirements) Regulations, 2015, the Company maintained a fully functional and
updated website at https://chetanaeducation.com/ containing comprehensive information regarding its
business operations and corporate profile.

In compliance with statutory mandates, the website hosts vital information for the benefit of all stakeholders,
including but not limited to corporate policies, financial statements, annual reports, shareholding patterns, and
material announcements. Furthermore, the contact details of the designated officials responsible for assisting
and handling investor grievances are prominently displayed on the website to ensure effective stakeholder
communication.

51. SHAREHOLDING OF DIRECTORS:

As on date of this Report, no Director (except as mentioned below) holds any equity shares or convertible
instruments, if any, in the Company:

52. ACKNOWLEDGEMENT:

The Directors wish to place on record their sincere gratitude and appreciation for the valuable guidance, support
and cooperation received from various, Central and State Government departments local authorities, statutory
bodies, and the Company''s bankers.

The Board also extends its heartfelt appreciation to the customers, dealers, distributors, vendors, and all other
business associates for their continued trust, partnership, and support during the financial year under review.

53. GENERAL SHAREHOLDER INFORMATIONS:a) 3RD ANNUAL GENERAL MEETING:

b) FINANCIAL CALENDAR FOR THE YEAR 2025-26:

c) DETAILS OF POSTAL BALLOT:

• Resolutions Passed via Postal Ballot: During the financial year under review, no Special Resolution was passed

through a postal ballot. Accordingly, details regarding the voting pattern and the appointed Scrutinizer are
not applicable.

• Proposed Resolutions: No Special Resolution is currently proposed to be conducted through a postal ballot.

d) LISTING OF EQUITY SHARES ON STOCK EXCHANGE AND STOCK CODES:National Stock Exchange of India Limited

(NSE Emerge Platform)

Exchange Plaza, C-1, Block G,

Bandra-Kurla Complex, Bandra (East)

Mumbai - 400051
NSE Symbol: CHETANA
ISIN: INEOU1T01012

e) LOCATION AND TIME, WHERE ANNUAL GENERAL MEETING (AGM) FOR THE LAST 2 YEARS WERE
HELD IS GIVEN BELOW:

f) COMPANY WISE HIGH-LOW DATA FOR FY:2025-26:

The high/low of the market price of the shares of the Company is as follows:

g) MEANS OF COMMUNICATION:

In compliance with the compliance thresholds applicable to companies listed on the SME Exchange, the Company
leverages targeted corporate transparency frameworks to ensure shareholders remain informed. The specific
means of communication utilized during the financial year under review are detailed below:

a) Half-Yearly and Annual Financial Results: Pursuant to Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is required to prepare and submit financial
results on a half-yearly basis instead of quarterly. The financial results are reviewed by the Audit Committee,
approved by the Board of Directors, and immediately submitted to the Stock Exchange within the stipulated
timelines.

b) Exemption from Newspaper Publication: In terms of the specific proviso to Regulation 47(4) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, companies whose specified securities
are listed on the SME Exchange are entirely exempted from publishing notices and financial results in
newspapers. Accordingly, the Company has not published its periodic financial results in newspapers.

c) Website Disclosures: All financial results, official shareholding patterns, corporate updates, and routine
secretarial submissions filed with the Stock Exchange are hosted systematically on the Company''s functional
website at https://chetanaeducation.com under the dedicated "Investor Relations" section.

d) Presentations to Investors and Analysts: Copies of formal corporate presentations, if any, made during
meetings with institutional investors or financial analysts are uploaded to the Company''s website and
submitted to the Stock Exchange to maintain information parity.

h) REGISTRAR AND SHARE TRANSFER AGENT (RTA):

MUFG INTIME INDIA PRIVATE LIMITED

(Formerly known as Link Intime India Private Limited)

Address: C-101, 247 Park, L. B. S. Marg,

Vikhroli (West), Mumbai - 400 083 Maharashtra, India
Tel: 91 22 4918 6000.

Fax: 91 22 6263 8299

Website: https://in.mpms.mufg.com/

i) SHARE TRANSFER SYSTEM:

Transfer of shares in electronic form are processed and approved by NSDL/CDSL through their Depository
Participant(s), without involvement of the Company.

j) DISTRIBUTION OF SHAREHOLDING:

Nominal Value of Shares: ?10/-

k) DEMATERIALIZATION OF SHARES:

The Company''s shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The
number of shares as on March 31, 2026, held in dematerialized and physical form are as under:

l) COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS OF THE LISTING
REGULATIONS:

The Company has complied with all mandatory requirements of the Listing Regulations and has not adopted any
non-mandatory requirements that do not apply to the Company.

m) OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION
DATE AND LIKELY IMPACT ON EQUITY:

The Company has not issued any GDRs/ADRs/ Warrants or any convertible Instruments and therefore there are
no outstanding instruments.

n) FEES PAID TO STATUTORY AUDITOR:

Details of fees paid to the Statutory Auditor for the services rendered by them to the Company and its subsidiaries,
are provided in the notes to accounts forming part of the financial statements which in turn form part of this
Integrated Annual Report.

o) REPORT ON CORPORATE GOVERNANCE:

In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
statutory provisions concerning corporate governance do not apply to the Company as its specified securities are
listed on the NSE Emerge platform. Consequently, the submission of the corporate governance compliance report
under Regulation 27(2) is not applicable, and the Company has filed the necessary non-applicability declarations
with the Stock Exchange. Accordingly, a separate Corporate Governance Report and its accompanying compliance
certificate are not required to be attached to this Annual Report

For and On Behalf of the Board of Directors
Chetana Education Limited

Sd/- Sd/-

Anil Jayantilal Rambhia Rakesh Jayantilal Rambhia

Chairman & Managing Director Whole Time Director

DIN: 00332241 DIN: 00332208

Date: 07-08-2026
Place: Mumbai

Your directors have great pleasure in presenting the 2nd Annual Report along with Audited Statement of Accounts(Consolidated and Standalone) and the Auditor''s Report of the company for the financial year ended 31^st March, 2025.

1. FINANCIAL SUMMARY

The Company''s financial performance (Standalone and Consolidated) for the year ended 31^st March, 2025, is summarised below:

2. STATE OF COMPANY AFFAIRS:

During the year under review, your Company recorded a consolidated revenue from operations of 710,247.10 Lakhs for the financial year 2024-25. As the Company did not have any subsidiary as at the end of the previous financial year, i.e., 31^st March, 2024, no consolidated figures were reported for the financial year 2023-24. On a standalone basis, the revenue from operations for financial year 2024-25 stood at 710,229.42 Lakhs, as compared to 74,029.83 Lakhs for the period from 21^stJanuary, 2024 to 31^st March, 2024.

The consolidated Profit After Tax (PAT) for the financial year 2024-25 stood at 71,355.56 Lakhs. On a standalone basis, the PAT for financial year 2024-25 was 71,350.55 Lakhs, as against 71,002.72 Lakhs reported for the period from 21^st January, 2024 to 31^st March, 2024.

As the previous year''s figures represent a partial period post-conversion of the LLP into a Company, the financial results of the current year are not strictly comparable.

3. BUSINESS OVERVIEW:

During the year under review, Chetana Education Limited (“Chetana” or “the Company”) continued to strengthen its position as a trusted academic content provider in the Indian K—12 education segment. With over four decades of legacy, the Company operates as a content-driven organization offering curriculum-aligned educationalbooks and integrated learning solutions across both print and digital formats, serving CBSE and multiple State Boards across India.

The Company''s operations span a comprehensive suite of educational services, anchored by its strength in Print Publishing and supported by DigitalSolutions, Customised Content Offerings, and Foundational Literacy programs. Each vertical is structured to address specific pedagogical needs within India''s evolving education system. The Print Publishing division remains the core growth driver, with over 80 lakh books produced annually, covering a wide-ranging catalogue of 700 titles across 15 proprietary brands.

In anticipation of the full-scale implementation of the National Education Policy (NEP) from academic year 2025-26, the Company has taken decisive steps during FY 2024-25 to align its offerings with the policy''s key directives, focusing on competency-based learning, digital integration, and multilingual education.

A key strategic focus has been enhancing student learning outcomes through technology-integrated content. The Company has significantly expanded its QR-enabled book portfolio, adding new titles across subjects and grades, to ensure students have seamless access to high-quality video content and supplementary resources. These QR-linked experiences enrich traditional textbooks, supporting self-paced learning, higher concept retention and accessibility beyond the classroom. This move not only reflects NEP''s vision of integrated learning but also reinforces the Company''s commitment to future-ready education.

Recognizing the pivotal role of educators in effective curriculum delivery, the Company also launched Books & Beyond, an AI-enabled digital teacher empowerment portal designed to simplify and strengthen the teaching process. It equips educators with tools to generate lesson plans, create mind maps, prepare MCQs, download worksheets, and curate interactive presentations -at the click of a few buttons. Rooted in the philosophy of ‘One Nation, One Solution'' the portal serves teachers in navigating the complexities of evolving pedagogical frameworks and addressing the need of a scalable and high quality teaching ecosystem.

The most significant digital milestone this year was the phased rollout of the revolutionary OTT platform with 150 schools onboarded. This first-of-its-kind innovation in Indian K-12 publishing empowers schools to own and operate their own branded digital channels, offering learning experiences tailored to their pedagogy. Seamlessly linked to our textbooks, the platform delivers curriculum-aligned content, interactive resources, and

school-specific uploads - all in a distraction-free environment accessible to students and parents 24/7. The official inauguration, marked by the presence of Padma Shri awardee Paresh Rawal, underlined the significance of this innovation in India''s edtech landscape. This initiative is more than just a digital extension, it is a strategically built ecosystem designed to deliver value-added education, drive incremental growth in book adoption, and bring convenience and accessibility to every stakeholder in the school community.

The Company''s legacy of robust academic publishing continues to be reinforced by the evolution of flagship products like the NEP-aligned CBSE ‘YUGA'' textbook series, designed with an emphasis on integrated, competency-based learning. A distinctive feature of the YUGA series is its integration of the Indian Knowledge System (IKS) - a major reform focus under NEP 2020. The textbooks draw on India''s scientific, mathematical, environmental, cultural, and philosophical traditions, helping students connect with their roots while developing global competencies. Similarly, the Creative Connect series, in collaboration with Dr. Swaroop Sampat Rawal, a leading voice in educational drama and life skills, integrates art across the curriculum. This is the first structured attempt in India to embed art-based experiential learning within core subjects, creating a strong foundation for holistic development. This series has received recognition from Himanshu Gupta, IAS, Secretary, CBSE, further highlighting its relevance and impact.

A key pillar of the Company''s success lies in its sustained focus on training and engagement - not only with educators, but also with its internal sales and distribution teams. The Company believes that meaningfuleducationaltransformation is possible only when stakeholders are equipped with the right tools, context, and support. From hands-on teacher orientation programs to regular skill development workshops for its 250 member sales force, the Company ensures that its team remains deeply aligned with pedagogical shifts and market needs. These training programs serve as critical enablers for effective product deployment, realtime feedback loops, and long-term relationship-building with partner schools.

In parallel, the Company continues to deepen its reach. With operations in 18 Indian states and growing footprints in international markets such as the UAE and Sri Lanka, the Company maintains an agile, asset-light business model that leverages strong partnerships with authors, printers, and vendors. This scalable structure allows for rapid response to curricular changes, localized needs, and dynamic distribution cycles.

Strategic collaborations further strengthen the Company''s academic offerings. Its partnership with leading educational player Physics Wallah in FY 2025-26 marks a foray into the competitive exam readiness segment - opening new avenues to serve learners preparing for national-level assessments. Through such collaborations, the Company aims to balance foundational literacy with aspirational learning, expanding its role from a textbook publisher to a holistic learning partner.

Looking ahead, the Company remains committed to three strategic pillars: academic alignment with NEP and NCF frameworks, technological innovation to support blended learning and deep stakeholder engagement across students, teachers, and institutions. By staying at the intersection of pedagogy, technology, and scale, the Company is well-positioned to lead the transition towards India''s new educational paradigm.

4. CHANGE IN BUSINESS

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

5. DIVIDEND DECLARATION:

With a view to conserve and save the resources for future prospects of the Company, the Board of Directors does not recommend any dividend for the Financial Year ended on 31^st March, 2025.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, there is no amount of dividend remaining unclaimed / unpaid for a period of 7 (seven) years and / or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

6. TRANSFER TO GENERAL RESERVES:

During the year under review, the Company has not transferred any amount to the General Reserve. The entire profit for the year has been retained in the Profit & Loss Account under the “Reserves and Surplus” section of the Balance Sheet as on 31^st March, 2025.

7. COMPANY BACKGROUND:

The Company was originally formed as a Limited Liability Partnership in the name and style of “Chetana Publications (India) LLP” under the provisions of the Limited Liability Partnership Act, 2008 on 30th December, 2017, vide Certificate of Incorporation issued by Central Registration Centre, Registrar of Companies. Consequently, the name was changed to ‘Chetana Education LLP*, and a fresh certificate of incorporation dated 17th October, 2021, was issued by the ROC.

In order to facilitate fundraising and listing of the Company''s securities on the NSE SME Platform and to align with regulatory requirements applicable to a listed entity, the LLP was converted into a public limited company under the name “Chetana Education Limited” with effect from 21stJanuary, 2024. The Corporate Identification Number (CIN) of the Company is L58111MH2024PLC417778.

8. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in its meeting held on 04^th March, 2024, proposed the Initial Public Offer (IPO) not exceeding 60,00,000 equity shares at such price as may be decided by the Board of Directors in consultation with the Merchant Banker. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-Ordinary General Meeting held on 05^th March, 2024.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Hem Securities Limited as Lead Manager and Link Intime India Private Limited (now known as MUFG Intime India Private Limited) as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue. The Company applied to National Stock Exchange of India Limited (“NSE”) for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated 16^th July, 2024 granted it''s In-Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Companies, Mumbai on 17^th July, 2024. The Public Issue was opened on Wednesday, 24^th July, 2024 and closed on Friday, 26^th July, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and Merchant Banker in consultation with the NSE on 29^th July, 2024 and allotment was made on 29^th July, 2024. The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated 29^th July, 2024. The trading of equity shares of the Company commenced on 31^st July, 2024 at Emerge Platform of NSE.

> Utilisation of IPO proceeds

The Company successfully raised 74,590 lakhs through its Initial Public Offering (IPO) and got listed on the NSE SME Platform. Out of the gross proceeds of 74,590 lakhs, an amount of 7499.10 lakhs was utilized towards issue-related expenses, including merchant banker fees, legal and compliance costs, registrar fees, listing fees, and other IPO-related costs.

Accordingly, the net proceeds of 74,090.90 lakhs were available for deployment towards the objects of the issue as stated in the Offer Document & was utilised as per draft red herring prospectus (DRHP) statement.

9. SHARE CAPITAL:

During the year under review, there were no changes in the Authorised Share Capital of the Company. Further, the following changes were made in the Paid-up Share Capital of the Company:

Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on 29^th July, 2024 has allotted a total of 54,00,000 Equity Shares 7 10 each at price of 7 85 per Equity Share (Including a share premium of 7 75 per equity share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.

The Share Capital of the Company after these changes stood as follows as on the date of Report:

Authorized Capital: The Authorized Capital of the Company is 7 21,00,00,000 (Rupees Twenty-One Crores Only) divided into 2,10,00,000 (Two Crore Ten Lakhs Only) Equity Shares of 7 10 (Rupees Ten Only) each.

Issued, Subscribed and Paid-Up Capital: The present Paid-up Capital of the Company is 7 20,40,00,000 (Rupees Twenty Crores Forty Lacs Only) divided into 2,04,00,000 (Two Crore Four Lakhs Only) Equity Shares of 7 10 (Rupees Ten Only) each.

The composition of the Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the requirement of having the composition of the Board as per Regulation 17 of the Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under Section 165 of the Companies Act, 2013.

> Board Meetings

The Board of Directors meets at regular intervals to deliberate on key matters concerning the operations, strategy, and overall governance of the Company. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, being the year of listing on the NSE SME Platform, the Company convened and held 15 (Fifteen) Board Meetings on the following dates: 18^th May, 2024, 5^th June, 2024, 6^th June, 2024, 07^th June, 2024, 11^th June, 2024, 13^th June, 2024, 14^th June, 2024, 17^th July, 2024, 23^rd July, 2024, 29^th July, 2024 (10:00 A.M.), 29^th July, 2024 (07:15 P.M.), 30^th July, 2024, 11^th September, 2024, 09^th November, 2024 and 27^th February, 2025.

The necessary quorum was present for all the meetings.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Agenda and notes of the meetings were circulated to the Directors.

> Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

> Independent Directors

In terms of Section 149 of the Companies Act, 2013 and Rules made there under, the Company has two NonPromoter Non-Executive Independent Directors in line with the Companies Act, 2013.

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

In accordance with Schedule IV of the Companies Act, 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of

Independent Directors was held on 27^th February, 2025. At the said meeting, the Independent Directors, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, and assessed the quality, quantity, and timeliness of flow of information between the Company''s management and the Board.

The Company has also adopted a Policy on Familiarization Programme for Independent Directors to enable them to understand the business and operations of the Company and their roles, rights, and responsibilities. The details of such familiarization programme are available on the website of the Company at www.chetanaeducation.com/ corporate-policies.

> Change in the Board Composition

Changes in the Board Composition during the Financial Year 2024-2025 and up to the date of this Report is furnished below:

• Appointment of Directors during the Financial Year 2024-2025: Nil

• Change in designation of Directors during the Financial Year 2024-2025: Nil

• Resignation of Directors during the Financial Year 2024-2025: Nil

• Retirement by rotation and subsequent reappointment: Mr. AnilJayantilalRambhia (DIN: 00332241), Chairman and Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

The Company has received the requisite disclosures / declarations from Mr. Anil Jayantilal Rambhia. The brief resume and other details relating to the Directors who is proposed to be re-appointed, form part of the Statement setting out material facts annexed to the Notice of the Annual General Meeting.

The resolution seeking approval of the members for re-appointment of the aforesaid Director has been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

• Appointment of Key Managerial Personnel during the Financial Year 2024-2025 and upto the date of this Report:

i. Mr. Prasad Ramakant Lad was appointed as Chief Financial Officer (CFO) of the Company with effect from 06^th June, 2024.

ii. Mr. Saurabh Nanak Shah was appointed as Chief Financial Officer (CFO) of the Company with effect from 22^nd May, 2025.

• Resignation of Key Managerial Personnel during the Financial Year 2024-2025 and upto the date of this Report:

i. Mr. Rakesh JayantilalRambhia (DIN: 00332208) was holding the position of Whole Time Director & CFO and he resigned from the post of CFO of the Company with effect from 05^th June, 2024.

ii. Mr. Prasad Ramakant Lad resigned from the post of CFO of the Company with effect from 22^nd May, 2025.

iii. Ms. Jignesha Jitendra Fofandi has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 28^th May, 2025.

> Performance evaluation

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee carried out the annual performance evaluation of the Board, its Committees, and individual Directors for the financial year 2024-25.

The evaluation was conducted through a structured questionnaire and feedback mechanism, covering various parameters including the composition of the Board and its Committees, effectiveness in decision-making, fulfilment of responsibilities, and active participation of individual Directors in meetings.

Based on the feedback received and reviewed by the Committee, the Board noted that the overall performance of the Board, its committees, and the individual Directors, including the Chairman, was found to be satisfactory. The Board also took note of certain suggestions for improvement, which would be implemented as appropriate.

> Code of Conduct for Directors and Senior Management

The Company has framed and adopted a Code of Conduct for its Directors and Senior Management Personnel, outlining their duties, responsibilities, and accountability towards the

Company. The Code aims to promote ethical conduct and ensure compliance with applicable laws and regulations. The Code of Conduct is available on the Company''s website at www.chetanaeducation.com/corporate-policies.

11. CHANGE IN REGISTERED OFFICE:

During the year under review, there was no change in the

Registered Office of the Company.

12. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of

Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 31^st March, 2025 and of the profit and loss of the company for period ended 31^st March, 2025;

c) the Directors had 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 had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

13. COMMITTEES OF THE BOARD:

The Board of Directors, in line with the requirement of the

Companies Act, 2013, has formed various committees, details

of which are given hereunder:

A. Audit Committee: The Audit Committee comprises of 2 Non-Executive Directors and 1 Executive Director, out of which 2 are Independent Directors. The composition of the Audit Committee is in conformity with the provisions of the Companies Act, 2013. During the year under review, 7 (Seven) meeting of the Committee were held on 18^th May, 2024, 6^th June,2024, 13^th June, 2024, 14^th June, 2024, 11^th September, 2024, 09^th November , 2024 and 27^th February , 2025.

14. DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

However, during its tenure as a Limited Liability Partnership (LLP), the entity had availed unsecured loans from various parties, which is permissible under the LLP Act, 2008. These loans were subsequently taken over by the Company upon its incorporation and have been fully repaid during the year.

15. MONEY ACCEPTED UNDER RULE 2(1)(C)(VII) OF THE COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014:

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has received unsecured loans from its Director''s. The details of which are provided in the Financial Statement under transactions with related parties which forms part of this report.

The Company has received declarations from the concerned Directors confirming that the funds provided are out of their own resources and not borrowed from others.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITY:

Details of loans, guarantees, investments and security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

17. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2025, will be made available on the Company''s website at www.chetanaeducation.com after filing the same with the Registrar of Companies (ROC).

18. TRANSACTIONS WITH RELATED PARTIES:

During the year under review, all related party transactions entered into by the Company, were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis.

The Company had contracts / arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is enclosed as “Annexure A” to this Report.

Further, details of related party transactions entered into by the Company have also been disclosed in the note no. 31 to the standalone financial statements forming part of this Annual Report.

To identify and monitor significant Related Party Transactions, the Company has also framed a policy on the Related Party Transactions and the same is available on the Company''s www.chetanaeducation.com/corporate-policies and all such related party transactions are as per policy laid out.

19. POLICY ON MATERIALITY OF EVENTS AND INFORMATION:

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed and adopted a Policy on Determination of Materiality of Events and Information. The policy outlines criteria for identifying material events and specifies that events listed under Para A of Part A of Schedule III of the said Regulations shall be mandatorily disclosed to the Stock Exchange, whereas events under Para B shall be disclosed based on the application of materiality guidelines. The Policy is available on the Company''s website at www.chetanaeducation.com/corporate-policies and the same has been complied.

20. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. 31^st March, 2025, to the date of this Report.

21. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013, read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

In line with the provisions of Section 136 of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an “Annexure B”, which forms part of this Report.

22. INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

During the year, the Company incorporated an EdTech company, DIJAA Education Private Limited, as its wholly owned subsidiary.

As on 31^st March, 2025, the Company has the following subsidiary:

DIJAA Education Private Limited U58111MH2024PTC433041 - Subsidiary

In accordance with Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiary companies in Form AOC-1 is annexed to this Report as “Annexure C”

During the year under review, the Board of Directors has reviewed the affairs of the subsidiary company. In accordance with the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiary have been prepared in compliance with the applicable Accounting Standards and form part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on 31^st March, 2025.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of “Sexual Harassment” at workplace. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

27. COMPLIANCE OF SECRETARIAL STANDARDS:

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

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls commensurate with the nature and size of the business activity and with reference to the financialstatements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company''s business, including adherence to its 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 company has in place robust internal financial controls. During the year under Review there were no material reportable observations causing financial loss.

29. CORPORATE GOVERNANCE:

We believe that integrity and transparency are the foundation of strong corporate governance. Our aim is to build and maintain the trust of all stakeholders by conducting our business in a legal, ethical, and sustainable manner. The Board of Directors takes its responsibilities seriously and works in the best interests of all shareholders. We are committed to following high standards of disclosure and governance, and we strive to protect the rights of all shareholders, including minority shareholders, while focusing on creating long-term value.

As our Company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) and (t) of Sub-Regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form a part of this Report, though we are committed for the best corporate governance practices.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the Audited Financial Statements for the year ended 31^st March, 2024, the net profit of the Company (computed as per Section 198 of the Companies Act, 2013) exceeds 75.00 crores. Accordingly, the provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR), are applicable to the Company.

In terms of Section 135(9), where the amount required to be spent by the Company under CSR does not exceed 750 lakhs, the constitution of a CSR Committee is not mandatory, and the functions may be discharged by the Board. However, the Company has voluntarily constituted a CSR Committee to oversee and monitor its CSR initiatives more effectively.

Pursuant to the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility) Rules, 2014, the Company has formulated a CSR Policy, which outlines its focus areas and approach to CSR activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the Financial Year 2024-25, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are provided in “Annexure-D” to this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015, the report, providing a review of the performance of the Company and its future outlook, forms part of the Annual Report and is presented in separate section.

32. STATUTORY AUDITOR AND THEIR REPORT:

The statutory auditor namely, M/s. Paresh Vora & Associates, Chartered Accountants (FRN: 118090W) has been appointed as the statutory auditors of the company in the 1st Annual General Meeting (AGM) held on 22^nd May, 2024 for a period of five years i.e. upto the Annual general meeting to be held in the financial year 2028-29 on such remuneration and terms and conditions as may be decided by the board.

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the Financial Statements in this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

33. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

34. SECRETARIAL AUDITOR AND THEIR REPORT:

For the Financial Year 2024-25, M/s. Singh Soni & Associates LLP, a firm of Peer Reviewed Practising Company Secretaries, was appointed as the Secretarial Auditor of the Company by the Board of Directors to carry out the Secretarial Audit in accordance with the provisions of the Act. The Secretarial Audit Report for the Financial Year 2024-25 is annexed as “Annexure-E” to this Report.

Further, in alignment with the amended requirements under Regulation 24A of SEBI LODR to the extent applicable and based on the recommendation of the Audit Committee and the Board of Directors, it is proposed to appoint M/s. Singh Soni & Associates LLP as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years, commencing from FY 2025-26 to FY 2029-30, subject to approval of the Members at the ensuing General Meeting.

The Board has duly reviewed the SecretarialAudit Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. However, the Secretarial Auditors have included two matters of emphasis, which are self-explanatory and do not callfor any further comments under Section 134(3)(f) of the Companies Act, 2013

35. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause (10) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A certificate from M/s Singh Soni & Associates LLP, Practicing Company Secretary certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by SEBI or MCA or any such statutory authority, it is enclosed as “Annexure-F”.

36. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of Companies Act 2013, the Company had appointed M/s. B. H. Bhatt & Associates, Chartered Accountants (FRN: 101327W), as an Internal Auditor of the Company for the Financial year 2024-25.

The InternalAudit Finding/s and Report/s submitted by the said InternalAuditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

37. MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT:

Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/ Courts/Tribunals which would impact the going concern status of the Company and its future operations.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2024-25, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and / or Operational Creditors against your Company. As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

40. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has maintained a functionalwebsite namely “www.chetanaeducation.com” containing information about the Company.

The website of the Company contains information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

41. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this Report for the items prescribed in Section 134 (3) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent the transactions took place on those items during the year.

Your Director''s further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

iii) There is no revision in the Board Report or Financial Statement;

iv) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons there of.

42. ACKNOWLEDGEMENT:

The Director would like to place on record its gratitude for valuable guidance and support received from, Central & State Govt. departments / agencies, bankers and wish to convey its appreciation to customers, dealers, vendors, and all other business associates for their continuing support during the year. The Directors would also like to express their appreciation of the commitment and dedication of employees for their significant contribution during the year.

Your directors have great pleasure in presenting the 1st Annual Report along with Audited Statement of Accounts and the Auditor''s Report of the company for the financial year ended 31^st March 2024.

1. Financial Summary

The company sustained a good performance for the period from 21^st January, 2024 to 31^st March, 2024 as the part being a newly incorporated entity, the performance of the preceding year is not applicable. The key highlights of the financial performance as delineated in the audited financial statements, for the aforesaid period are as follows::

2. Business Performance:

Your Company, being newly incorporated, considers the period from 21st January 2024 to 31st March 2024 as its first reporting period. During this period, the Company generated a total revenue of '' 4038.73 Lakhs and made a net profit after taxes of '' 1,002.72 Lakhss.

3. Business Overview:

Your Company is a content based Company, specializing in educational book publishing for the CBSE/State Board curriculum catering to the K-12 segment in both print and digital medium with pan India presence. Further, your Company is also expanding into development of curriculum specific books and explore the creation of books tailored for competitive exams. It continuous to strengthen its presence in digital (e-learning) platform..

4. State of company affairs & change in business

Your company was originally incorporated as a Limited liability Partnership during the year 2017 by your promoters Mr. Anil Jayantilal Rambhia and Mr. Rakesh Jayantilal Rambhia, with the vision to make its presence in the content publishing segment in the education sector. Your Company during the year 2018 purchased the publication undertaking from M/s Chetana Book Depot (A Partnership firm of our promoters) founded by Late Shri Jayantilal D. Rambhia in 1975 and M/s Chetana Publication, a partnership firm set up in 1997 and converted into Chetana Publication Private Limited (our group company) in 2005. Prior to the conversion into public limited Company on 21st January, 2024, the entire business was being conducted in the name of Chetana Education LLP. The performance of the Company before the conversion i.e. from 01st April, 2023 to 21st January, 2024 is as under:

It is pertinent to note that your Companies business is highly seasonal in nature wherein major sales takes place between April to June Quarter catering to state boards and between January to March quarter catering to CBSE Board. Rest of the months are part of lean period accordingly, the Firm achieved a total income of '' 5327.90 Lakhs and earned a profit after tax of '' 171.41 Lakhs for above 10 months before the conversion.

The Company and the firms consolidated position for the entire year is as under assuming that the conversion would not have taken place during the year.

The Company vide its resolution dated 4^th March, 2024 has decided to pursue Initial Public Offering (IPO) of equity shares to the public by listing the Company on NSE-SME Exchange.

5. Transfer to general reserves :

The Board of Directors has decided to retain the entire amount of surplus in the Statement of Profit and Loss as at 31^st March, 2024.

6. Deposit:

Your Company has been recently converted from Chetana Education LLP to Chetana Education Limited w.e.f. 21^st January 2024. During its time as an LLP, the entity availed unsecured loans from various parties, a practice allowed under the LLP Act, 2008. These loans were subsequently assumed by the company, and as a result, do not fall under the definition of deposits as outlined in Chapter V of the Companies Act, 2013.

(A) details of deposits accepted during the year: None.

(B) deposits remaining unpaid or unclaimed as at the end of the year: None

(C) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved:

(i) at the beginning of the year : None.

(ii) maximum during the year (i.e. highest number of cases pending repayment of deposits or interest during the year and maximum amount that was due): None.

(iii) at the end of the year: None

(D) details of deposits which are not in compliance with the requirements of the Act: None

(E) details of National Company Law Tribunal (NCLT)/National Company Law Appellate Tribunal (NCLAT) orders with respect to depositors for extension of time for repayment, penalty imposed, if any : Not applicable.

7. Money accepted under rule 2(1)(c)(vii) of the companies (acceptance of deposits) rules, 2014:

8. Share capital:

The Authorized Share Capital at the time of incorporation was '' 2000.00 Lakhs divided into 2,00,00,000 (Two Crores) equity shares of '' 10/- each and the Paid-Up Share Capital was '' 1500.00 Lakhs divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of '' 10/- each.

During the period, the Company has increased its Authorized Capital by '' 1000.00 Lakhs. As a result, the Authorized Capital as on the present date stands at '' 2100.00 Lakhs divided into 2,10,00,000 (Two Crores Ten Lac) equity shares of '' ''10/- each.

There has been no alteration in the paid-up capital of the Company.

9. Dividend declaration:

In light of this being the first financial year and in alignment with the objective of preserving the company''s reserves for the business growth, the directors have resolved not to recommend any dividend payments..

10. Number of Meeting of Board:

During the period 7 (Seven) Board Meeting were held i.e. on 22^nd January, 2024, 06^th February, 2024, 04^th March, 2024, 12^th March, 2024, 16^th March, 2024, 18^th March, 2024 and 30^th March, 2024 primarily related to business and ongoing IPO process.

11. Directors and Key Managerial Personnel (KMP)

Directors: At the time of incorporation, the composition of Company''s BOD was

(i) Mr. Anil Jayantilal Rambhia - Director

(ii) Mr. Rakesh Jayantilal Rambhia - Director

(iii) Mrs. Shilpa Anil Rambhia - Non Executive Director

(A) During the year under, review the designation of Mr. Anil Jayantilal Rambhia (DIN: 00332241) was changed from Director to Chairman & Managing Director and Chairman w.e.f 7^th February, 2024.

(B) During the year, under review the designation of Mr. Rakesh Jayantilal Rambhia (DIN: 00332208) was change from director to whole time director and Chief Financial Officer (CFO) w.e.f 7^th February, 2024.

(C) During the year under review, Mr. Puneet Saxena (DIN: 01057161) was appointed as non-executive independent director of the company with effect from 7^th February, 2024.

(D) During the year under review, Mr. Shrenik Kotecha (DIN: 01727660) was appointed as non-executive independent director of the company with effect from 5^th March, 2024.

Key Managerial Personnel

During the year under review, Mr. Rakesh Jayantilal Rambhia (PAN: AABPR9847F) has been appointed as Chief Financial Officer (CFO) of the company on 7^th February, 2024

During the year under review, Ms. Jignesha Fofandi (PAN: ACPPF3611B) has been appointed as a Company Secretary and Compliance Officer of the company on 08^th March, 2024.

Pursuant to the provisions of section 203 of the Companies act, 2013, the key managerial personnel of the company are as follows:

Sr. No. Name of Director Designation

(1) Mr. Anil Jayantilal Rambhia Chairman and Managing Director

(2) Mr. Rakesh Jayantilal Rambhia Whole Time Director & Chief Financial Officer

(3) Ms. Jignesha Fofandi Company Secretary & Compliance Officer

12. Director Liable to Retire by Rotation

In terms of section 152 of the act, Mrs. Shilpa Anil Rambhia (DIN: 00333355) will retire by rotation at the ensuing AGM and being eligible offers herself for reappointment. The board recommended her re-appointment and the same is included in the notice of the ensuing AGM.

Further, sub-section (13) of section 149 of the act, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of section 152 of the act shall not apply to the independent directors hence, none of the independent directors will retire at the ensuing AGM.

13. Particulars of Employees and Remuneration:

Details of Employees in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of Companies (appointment and remuneration of managerial personnel) Rules, 2014 is given below:

Managerial remuneration:

The Board of Directors at its meeting held on 06th February, 2024 and the members at the extra ordinary meeting held on 07th February, 2024 approved the remuneration of Mr. Anil Jayantilal Rambhia and Rakesh Jayantilal Rambhia effective from 07th February, 2024 till the expiry of their respective term.

During the financial year 2023-24 the following remuneration was paid to the managerial personnel.

Mr. Anil Jayantilal Rambhia - '' 30.00 Lakhs

Mr. Rakesh Jayantilal Rambhia - '' 30.00 Lakhs

14. Independent directors:

The Independent Directors have given a declaration that they meet the criteria of independence as prescribed under section 149(6) of the Act. 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 Directo'' 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.

15. Director''s responsibility statement:

As required under Section 134(3) (c) of the Companies Act, 2013 your Directors hereby state:

• that in the preparation of annual financial statements for the period ended 31st March, 2024, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures, if any;

• that the Directors had 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 and loss of the Company for that period;

• that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• that the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and were operating effectively;

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. Details in respect of frauds reported by auditors other than those which are reportable to the central government under section 143(12):

During the year under review, the statutory auditor have not reported any instances of material frauds committed in the company by its officers or employees, to the board / audit committee under section 143 (12) of the act, the details of which need to be mentioned in this report.

17. Extract of Annual Return

The Annual Return of the company for the Financial year 2023-24 as required under section 92(3) of the Companies

Act, 2013 will be available on the website of the company and can be accessed on the company''s

website https://chetanaeducation.Com/financials-and-reports/.

18. Loans, Guarantees and Investments:

Pursuant to section 186 of Companies Act, 2013, disclosure on particulars relating to loans, advances, guarantees and investments are provided in note no. 12 And 18 of the financial statements.

19. Material changes and commitment, if any, affecting the financial position of the company:

No material changes and commitments affecting the financial position of the company occurred from the end of the previous financial year till the date of this report.

20. Statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

The board of directors have evaluated the independent directors appointed during the year 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the independent directors is satisfactory.

21. Subsidiaries, Associates & Joint Ventures:

The company does not have any subsidiary, associate or joint venture.

22. Maintenance of cost records as mandated by the Central Government

Pursuant to the provisions of Section 148(1) of the companies act, 2013 read with companies (Cost Records and Audit) Rules, 2014, the company is not required to maintain cost records.

23. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and redressal) act, 2013

The company has been employing women employees in various cadres within the office premises. The company has complied with the provisions relating to the constitution of internal complaints committee under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013.

The composition of internal complaint committee is as under:

There was no complaint received from any employee during the Financial Year 2023-24 and hence no complaint is outstanding as on 31.03.2024 For redressal.

24. Significant and Material orders passed by the regulators or courts:

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

25. Corporate Social Responsibility (CSR):

As the company has been recently incorporated on 21^st January, 2024 by way of conversion of LLP into company, the provisions of csr are not applicable to the company for the year ending 31^st March, 2024. However, the same will be applicable from the upcoming years and therefore the company has constituted a CSR committee to overview and implement companies CSR Policy.

26. Audit Committee:

Your company has on its board a committee named as audit committee. That the committee has the composition of director as mentioned and as required under law. The following is the composition of audit committee.

27. Nomination and remuneration policy:

Pursuant to Section 178 of the Companies Act, 2013, your company has on it''s board a committee named nomination and remuneration commitee (NRC). The commitee has following composition.

Further the Board of Directos of your company, has on recommendation of NRC framed and adopted a policy for selection and appointment of directors, senior management and their remuneration. The copy of the said policy is available on Company''s website at https://chetanaeducation.com/corporate-policies

28. Particulars of contract and arrangements with related parties referred to in sub section (1) of section 188:

During the year under review, all related party transactions entered into by the company, were at arm''s length and in the ordinary course of business. Prior omnibus

Approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis.

The company had contracts / arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Act in form aoc-2. To enclosed as annexure a to this report.

Further, Details of related party transactions entered into by the company have also been disclosed in the note no. 31. To the standalone financial statements forming part of this annual report 2023-24.

To identify and monitor significant related party transactions, the company has also framed a policy on the related party transactions and the same is available on the company''s website i.e., https://chetanaeducation.com/ corporate-policies

29. Details of conservation of energy, technology absorption, foreign exchange, and outgo:

The company is in the business of publishing and printing of books which is not energy intensive. Company believes in prudent use of the scarce precious resources and is supportive of the energy mechanism. The brief details about conservation of energy and technology absorption are mentioned below:

C. Foreign exchange earning & outgo :

During the year under review company has no foreign exchange earnings or outgo.

30. Auditors and its report:

The company had appointed M/s Paresh Vora & Associates with Reg no.118090W as the Statutory Auditor of the company at the 1^st Board Meeting of the company held on Monday, 22^nd January, 2024 upto the conclusion of the First Annual General Meeting of the company. It is proposed to appoint them for a further period of 5 years from the conclusion of the 1^st Annual General Meeting till the conclusion of the 6^th Annual General Meeting of the company.

Auditors have confirmed that they are not disqualified and confirmed their eligibility and willingness to be reappointed as a statutory auditor of the company for a period of 5 year.

31. Qualifications, Reservations or Adverse remarks or disclaimer, if any:

The Auditors'' Report on the Financial Statements for the FY does not contain any qualification, reservation or adverse remark or disclaimer and therefore your Directors are not required to offer any comments on the same as mentioned in Section 134(3)(f) of the Companies Act, 2013.

Notes to Accounts and Auditors'' remarks in their report are self-explanatory and do not call for any further comments.

32. Adequacy of internal financial controls with reference to financial statements:

The Company has in place adequate internal financial controls commensurate with the nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company''s business, including adherence to its 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 company has in place robust internal financial controls. During the year under Review there were no material reportable observations causing financial loss

33. Vigil mechanism:

The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the company encourages the employees to voice their genuine concerns without fear of censure, therefore company''s has built in and set up the Vigil Mechanism Policy applicable to all the group companies, associate companies, according to which all the directors, employees of the company including third party, are eligible to make disclosures under the mechanism in relation to the matter concerning the company..

34. Risk management:

As required under Section 134(3)(n) of the Companies Act,2013 and Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Risk Management Committee will be set up post listing of the company. The Company is in the process of formulating a comprehensive Risk Management Policy to identify, evaluate and mitigate the various business risks that the Company may face during its functioning. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

35. Compliance of secretarial standards:

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

36. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016:

During the year no application was made neither any proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

37. Difference in valuation for the loan taken from banks and financial institutions:

The Company has taken loan from Banks, however, the reporting with respect to the difference between the amount of valuation of related assets is not applicable.

38. Transfer of unclaimed dividend to investors education and protection fund:

Since there was no unpaid / unclaimed Dividend declared and paid during the reporting period, the provisions of the Companies Act for transfer of unclaimed dividend to Investors Education and Protection Fund are not applicable.

39. Acknowledgement:

The Director would like to place on record its gratitude for valuable guidance and support received from, Central & State Govt. departments / agencies, bankers and wish to convey its appreciation to customers, dealers, vendors, and all other business associates for their continuing support during the year. The Directors would also like to express their appreciation of the commitment and dedication of employees for their significant contribution during the year