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