Chetana Education Ltd Directors Report

To,

The Members

Chetana Education Limited

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

1. FINANCIAL SUMMARY

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

Particulars	Consolidated		Standalone
	1st April, 2024 to 31st March, 2025	21st January, 2024 to 31st March, 2024*	1st April, 2024 to 31st March, 2025	21st January, 2024 to 31st March, 2024
Revenue from Operations	10,247.10	-	10,229.42	4,029.83
Other Income	28.50	-	28.50	8.90
Total Revenue	10,275.60	-	10,257.92	4,038.73
Less:- Operating Expenses	8,120.10	-	8,109.18	2,525.94
Profit/(Loss) before finance cost, tax, depreciation and
	2,155.50	-	2,148.74	1,512.79
amortization (EBIDTA)
Less: Depreciation& Amortization	92.04	-	92.04	18.26
Less: Finance Cost	215.84	-	215.84	89.91
Profit/(Loss) before tax & Exceptional Item	1,847.62	-	1,840.86	1,404.62
Less: Exceptional Item i.e. Gratuity Provision	-	-	-	35.21
Less:- Provision for Taxes	520.85	-	519.10	375.00
Less:- Deferred taxes	(28.79)	-	(28.79)	(8.31)
Profit After Taxes (PAT)	1,355.56	-	1,350.55	1,002.72
Balance Carried to Balance Sheet	1,355.56	-	1,350.55	1,002.72

* The Company had no subsidiary as at the end of the financial year, i.e., 31^st March, 2024.

2. STATE OF COMPANY AFFAIRS:

During the year under review, your Company recorded a consolidated revenue from operations of ?10,247.10 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 ?10,229.42 Lakhs, as compared to ?4,029.83 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 ?1,355.56 Lakhs. On a standalone basis, the PAT for financial year 2024-25 was ?1,350.55 Lakhs, as against ?1,002.72 Lakhs reported for the period from 21^st January, 2024 to 31^st March, 2024.

As the previous years 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 educational books and integrated learning solutions across both print and digital formats, serving CBSE and multiple State Boards across India.

The Companys operations span a comprehensive suite of educational services, anchored by its strength in Print Publishing and supported by Digital Solutions, Customised Content Offerings, and Foundational Literacy programs. Each vertical is structured to address specific pedagogical needs within Indias 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 policys 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 NEPs vision of integrated learning but also reinforces the Companys 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 Indias 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 Companys 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 Indias 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 Companys 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 meaningful educational transformation 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, real-time 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 Companys 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 Indias 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 Companys 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 its 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 ?4,590 lakhs through its Initial Public Offering (IPO) and got listed on the NSE SME Platform. Out of the gross proceeds of ?4,590 lakhs, an amount of ?499.10 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 ?4,090.90 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.

Details of utilisation are as under:

Sr. No. Original Object	Original Allo- cation	Funds utilized upto 31st March, 2025	Unutilized Amount
1. Repayment of certain borrowing availed by our Company, in part or full.	1217.00	1217.00	Nil
2. To meet Working Capital requirements.	2000.00	2000.00	Nil
3. General Corporate Purpose.	873.90	873.90	Nil
4 Issue Expenses	499.10	499.10	Nil
Total	4590.00	4590.00	Nil

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 ? 10 each at price of ? 85 per Equity Share (Including a share premium of ? 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 ? 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 Lacs Only) divided into 2,04,00,000 (Two Crore Four Lakhs Only) Equity Shares of ? 10 (Rupees Ten Only) each.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Constitution of the Board

As on the date of this Report, the Board comprises the following Directors:

Name of the Director	Category cum	Date of	Total number	No. of committees*		No. of
	Designation	appointment at current term	of directorship in other companies**	in which the Director is a Member	in which the Director is a Chairman	shares held as on 31st March, 2025
Mr. Anil Jayantilal	Chairman and	21st January,	2	1	1	69,00,000
Rambhia	Managing Director	2024
Mr. Rakesh Jayantilal	Whole Time Director	21st January,	2	3	-	69,00,000
Rambhia		2024
Mrs. Shilpa Anil	Non-Executive Director	21st January,	-	1	-	150,000
Rambhia		2024
Mr. Punit Brij Behari	Independent Director	7th February,	1	6	4	Nil
Saxena		2024
Mr. Shrenik Bakulesh	Independent Director	5th March,	1	4	1	Nil
Kotecha		2024

* Committee includes Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee and CSR Committee across all public limited companies including Chetana Education Limited. ** Excluding Section 8 company, struck off company, amalgamated company and LLPs.

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.

The details of attendance of each Director at the Board Meetings are given below:

Name of the Director	Date of appointment	Date of cessation	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Mr. Anil Jayantilal Rambhia	21st January, 2024	-	15	14
Mr. Rakesh Jayantilal Rambhia	21st January, 2024	-	15	15
Mrs. Shilpa Anil Rambhia	21st January, 2024	-	15	14
Mr. Punit Brij Behari Saxena	7th February, 2024	-	15	15
Mr. Shrenik Bakulesh Kotecha	5th March, 2024	-	15	14

General Meetings

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meet- ing	Date of General Meeting
1. Annual General Meeting	25th May, 2024

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 Non- Promoter 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 Companys 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. Anil Jayantilal Rambhia (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 Jayantilal Rambhia (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 Companys 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. DIRECTORS 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 all applicable 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.

The composition of the Committee and attendance at its meetings as at 31^st March, 2025, are given below:

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2024-2025
				Eligible to attend	Attended
Mr. Punit Brij Behari Saxena	01057161	Non-Executive Indepen-	Chairman	7	7
		dent Director
Mr. Shrenik Bakulesh Kotecha	01727660	Non-Executive Indepen-	Member	7	7
		dent Director
Mr. Rakesh Jayantilal Rambhia	00332208	Whole-time Director	Member	7	7

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.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015. The Policy provides a framework for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The mechanism ensures confidentiality, safeguards against victimisation, and provides direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the Companys website at www.chetanaeducation.com/corporate-policies. No complaints were received or are pending under the Vigil Mechanism during the year under review.

B. Nomination and Remuneration Committee: The Nomination and Remuneration Committee comprises of 3 Directors. Out of that 2 are Independent Directors. The Company Secretary acts as Secretary to the Committee. During the year under review, 3 (Three) meeting of the Committee was held on 18^th May, 2024, 06^th June, 2024 and 27^th February, 2025.

The composition of the Committee and attendance at its meetings as at 31^st March , 2025, are given below:

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2024-2025
				Eligible to attend	Attended
Mr. Shrenik Bakulesh Kotecha	01727660	Non-Executive Independent	Chairman	3	3
		Director
Mr. Punit Brij Behari Saxena	01057161	Non-Executive Independent	Member	3	3
		Director
Mrs. Shilpa Anil Rambhia	00333355	Non-Executive Director	Member	3	3

Nomination and Remuneration Policy

The Company has in place a duly approved Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the criteria for identifying and appointing Directors, Key Managerial Personnel (KMP), and Senior Management and provides a framework for their remuneration and evaluation.

It aims to ensure that the level and composition of remuneration is reasonable, sufficient to attract and retain talent, and aligned with the Companys performance and industry benchmarks. The Policy provides for a balance between fixed and performance-linked variable pay and considers external competitiveness, internal equity, the role and responsibilities of the individual, and the Companys overall performance.

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 Companys website at: www.chetanaeducation.com/corporate-policies.

C. Stakeholders Relationship Committee: The Stakeholders Relationship Committee comprises of 3 Directors. Out of that 2 are Independent Directors. The Company Secretary acts as Secretary to the Committee. The Company has constituted Stakeholders 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.

During the year under review, 1 (one) meeting of the Committee was held on 27^th February, 2025.

The composition of the Committee and attendance at its meetings as at 31^st March, 2025, are given below:

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2024-2025
				Eligible to attend	Attended
Mr. Punit Brij Behari Saxena	01057161	Non-Executive Independent	Chairman	1	1
		Director
Mr. Shrenik Bakulesh Kotecha	01727660	Non-Executive Independent	Member	1	1
		Director
Mr. Rakesh Jayantilal Rambhia	00332208	Whole-time Director	Member	1	1

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 Directors. 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 Companys 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 arms 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 arms 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 Companys 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 Companys 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:

Name of the Company	CIN	Date of cessation	Category
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.

The composition of Internal Complaint Committee is as under:

Sr. Name	Designation
No.
1 Ms. Darshana Dabke	Presiding Officer
2 Ms. Shanti Kamerkar	Member
3 Mr. Jayesh Walke	Member
4 Ms. Geeta Thakkar	External Member

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the financial year 2024-25, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the begin-	Nil
ning of the financial year
Number of complaints received during the	Nil
financial year
Number of complaints disposed off during	Nil
the financial year
Number of complaints those remaining unre-	Nil
solved at the end of the financial year

There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31^st March, 2025 for redressal.

24. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe, supportive, and inclusive work environment for women employees, in line with the applicable statutory requirements.

25. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered.

26. 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:

A. Conservation of Energy:

The steps taken or impact on conservation of energy	(i). Usage of energy- intensive printing processes and optimizing its lighting system, resulting in minimized overall electricity consumption.
The steps taken by the company for utilizing alternate source of energy	(ii). Nil
The capital investment on energy conservation equipment	(iii). Nil

. Technology Absorption:

(i) The efforts made towards	There was no addi-
technology absorption	tional investment for
	technology absorption
	during the year under
	review.
(ii) The benefits derived like	Nil
product improvement, cost
reduction, product develop-
men, or import substitution
(iii) In case of imported tech-	Nil
nology (imported during last
three years reckoned from
the beginning of the financial
year)-
a) The detail of technology
imported.
b) The Year of Import
c) Whether technology has
been fully absorbed
If not fully absorbed, areas
where
d) absorption has not taken
place, and the reason
thereof
(iv) The expenditure incurred on	Nil
Research and Development

C. Foreign Exchange Earning & Outgo:

Details of foreign exchange earnings and / or outgo during the year 2024-2025, are follows:

Foreign exchange earnings	? 4.34 Lakhs
Foreign exchange outgo	? 2.35 Lakhs

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 financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys 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 ?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.

In terms of Section 135(9), where the amount required to be spent by the 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. 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 Secretarial Audit 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 call for 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 Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, 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 functional website 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 Directors 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.

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: 21^st July, 2025 Place: Mumbai