S Chand & Company Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

2.15 Provisions, contingent liabilities and contingent
assets

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
When the Company expects some or all of a provision
to be reimbursed, the reimbursement is recognised as
a separate asset, but only when the reimbursement is
virtually certain. The expense relating to a provision
is presented in the statement of profit and loss net of
any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is
recognised as a finance cost.

Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only by
the occurrence or non-occurrence of one or more
uncertain future events not wholly with in the
control of the Company or a present obligation
that arises from past events where it is either
not probable that an outflow of resources will be
required to settle or reliable estimate of the amount
cannot be made. Therefore, in order to determine
the amount to be recognised as a liability or to be
disclosed as a contingent liability, in each case, is
inherently subjective, and needs careful evaluation
and judgement to be applied by the management.
In case of provision for litigations, the judgements
involved are with respect to the potential exposure
of each litigation and the likelihood and/or timing
of cash outflows from the Company, and requires
interpretation of laws and past legal rulings.

Possible inflows of economic benefits to the Company
that do not yet meet the recognition criteria of an
asset are considered contingent assets.

2.16 Earnings per share (EPS)

Basic earnings per share is calculated by dividing
the profit or loss for the period attributable to
equity shareholders of the Company by the weighted
average number of equity shares outstanding during
the year.

C iluted earnings per share are computed and
disclosed after adjusting the effects of all dilutive
potential equity shares, if any, except when the
results will be anti-dilutive.

2.17 Dividend

The Company recognises a liability to make cash
or non-cash distributions to equity holders of the
Company when the distribution is authorised and
the distribution is no longer at the discretion of
the Company. As per the corporate laws in India, a
distribution is authorised when it is approved by the
shareholders. A corresponding amount is recognised
directly in equity.

2.18 Significant accounting judgements, estimates
and assumptions

Che preparation of the Company''s financial
statements in conformity with the Indian Accounting
Standards requires management to make
judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures
(including contingent liabilities). The management
believes that the estimates used in preparation of
the financial statements are prudent and reasonable.
Uncertainty about these assumptions and estimates
could result in outcomes that require a material
adjustment to the carrying amount of assets or
liabilities affected in future periods.

A. Judgement

I n the process of applying the Company''s
accounting policies, management has made
the following judgements, which have the most
significant effect on the amounts recognised in
the financial statements:

i) Determining the lease term of contracts
with renewal and termination options -
Company as lessee

Che Company determines the lease
term as the non-cancellable term of the
lease, together with any periods covered
by an option to extend the lease if it is
reasonably certain to be exercised, or any
periods covered by an option to terminate
the lease, if it is reasonably certain not to
be exercised.

Cor the lease contracts that includes
extension and termination options. The
Company applies judgement in evaluating
whether it is reasonably certain whether
or not to exercise the option to renew or
terminate the lease. That is, it considers all
relevant factors that create an economic
incentive for itto exercise eitherthe renewal
or termination. After the commencement
date, the Company reassesses the lease
term if there is a significant event or
change in circumstances that is within its
control and affects its ability to exercise or
not to exercise the option to renew or to
terminate (e.g., construction of significant
leasehold improvements or significant

customisation to the leased asset).

Leases - estimating the incremental
borrowing rate

The Company cannot readily determine the
interest rate implicit in the lease, therefore, it
uses its incremental borrowing rate (IBR) to
measure lease liabilities. The IBR is the rate of
interest that the Company would have to pay to
borrow over a similar term, and with a similar
security, the funds necessary to obtain an asset
of a similar value to the right-of-use asset in
a similar economic environment. The IBR
therefore reflects what the Company ''would
have to pay'', which requires estimation when
no observable rates are available or when they
need to be adjusted to reflect the terms and
conditions of the lease. The Company estimates
the IBR using observable inputs (such as market
interest rates) when available and is required to
make certain entity-specific estimates (such as
the subsidiary''s stand-alone credit rating).

ii) Revenue from contracts with customers

The Company applied the following judgements
that significantly affect the determination of the
amount and timing of revenue from contracts
with customers:

Determining method to estimate variable
consideration and assessing the constraint

Certain contracts for the sale of books include
cash discounts and turnover discounts and a
right to return the goods that give rise to variable
consideration. In estimating the variable
consideration, the Company is required to use
either the expected value method or the most
likely amount method based on which method
better predicts the amount of consideration to
which it will be entitled.

B efore including any amount of variable
consideration in the transaction price, the
Company considers whether the amount of
variable consideration is constrained. The
Company determined that the estimates of
variable consideration are not constrained
based on its historical experience, business
forecast and the current economic conditions.
In addition, the uncertainty on the variable

consideration will be resolved within a short
time frame.

B. Estimates and assumptions

The key assumptions concerning the future and
other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing
a material adjustment to the carrying amounts
of assets and liabilities within the next financial
year, are described below. The Company based its
assumptions and estimates on parameters available
when the financial statements were prepared.
Existing circumstances and assumptions about
future developments, however, may change due to
market changes or circumstances arising that are
beyond the control of the Company. Such changes are
reflected in the assumptions when they occur.

i) Deferred tax assets

Deferred tax assets are recognised to the extent
it is probable that future taxable profits will
be available against which they can be used.
Significant management judgement is required
to determine the amount of deferred tax assets
that can be recognised, based upon the likely
timing and the level of future taxable profits
together with future tax planning strategies.

ii) Defined employee benefits plans

The cost of the defined employee benefits
obligations are determined using actuarial
valuations. An actuarial valuation involves
making various assumptions that may differ
from actual developments in the future. These
include the determination of the discount rate,
future salary increases and mortality rates. Due
to the complexities involved in the valuation
and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at
each reporting date.

The parameter most subject to change is the
discount rate. In determining the appropriate
discount rate, the management considers the
interest rates of government bonds with term
that correspond with the expected term of the
defined benefit obligation.

The mortality rate is based on publicly available
mortality tables. Those mortality tables tend
to change only at interval in response to
demographic changes. Future salary increases

are based on expected future inflation rates for
the respective countries.

Further details about defined employee benefit
plans are given in note 40.

iii) Provision for expected credit losses of trade
receivables

T he Company uses a provision matrix to
calculate ECLs for trade receivables. The
provision rates are based on days past due for
groupings of various customer segments that
have similar loss patterns (i.e., by geography,
product type, customer type and rating, and
coverage by letters of credit and other forms of
credit insurance).

The provision matrix is initially based on the
Company''s historical observed default rates.
The Company will calibrate the matrix to
adjust the historical credit loss experience with
forward-looking information. For instance,
if forecast economic conditions (i.e., gross
domestic product) are expected to deteriorate
over the next year which can lead to an increased
number of defaults in the manufacturing sector,
the historical default rates are adjusted. At
every reporting date, the historical observed
default rates are updated and changes in the
forward-looking estimates are analysed.

The assessment of the correlation between
historical observed default rates, forecast
economic conditions and ECLs is a significant
estimate. The amount of ECLs is sensitive
to changes in circumstances and of forecast
economic conditions. The Company’s historical
credit loss experience and forecast of economic
conditions may also not be representative of
customer’s actual default in the future. For
details of allowance for expected credit loss,
please refer note 15.

iv) Impairment of financial and non-financial
assets

The impairment provisions for financial assets
are based on assumptions about risk of default
and expected cash loss rates. The Company
uses judgement in making these assumptions
and selecting the inputs to the impairment
calculation, based on Company’s past history,
existing market conditions as well as forward-

looking estimates at the end of each reporting
period.

The carrying amounts of the Company’s non¬
financial assets, other than deferred tax assets,
are reviewed at the end of each reporting period
to determine whether there is any indication of
impairment. If any such indication exists, then
the asset''s recoverable amount is estimated.

The recoverable amount of an asset or cash¬
generating unit (''CGU'') is the greater of its
value in use and its fair value less costs to sell.
In assessing value in use, the estimated future
cash flows are discounted to their present
value using a pre-tax discount rate that reflects
current market assessments of the time value of
money and the risks specific to the asset or CGU.
For the purpose of impairment testing, assets
that cannot be tested individually are grouped
together into the smallest group of assets that
generates cash inflows from continuing use that
are largely independent of the cash inflows of
other assets or groups of assets (''CGU'').

Market related information and estimates are
used to determine the recoverable amount.
Key assumptions on which management has
based its determination of recoverable amount
include estimated long term growth rates,
weighted average cost of capital and estimated
operating margins. Cash flow projections take
into account past experience and represent
management''s best estimate about future
developments.

v) Useful lives of depreciable/amortisable
assets

Management reviews the estimated useful
lives and residual value of property, plant and
equipment and intangibles at the end of each
reporting period. Factors such as changes in
the expected level of usage could significantly
impact the economic useful lives and the
residual values of these assets. Consequently,
the future depreciation charge could be revised
and may have an impact on the profit of the
future years.

2.19 Segment reporting

Operating segments are reported in a manner

consistent with the internal reporting provided

to the chief operating decision maker. The
Company''s Managing Director assesses the financial
performance and position of the Company, and makes
strategic decision and has been identified as the chief
operating decision maker. The Company''s primary
business segment is reflected based on principal
business activities carried on by the Company. As
per Indian Accounting Standard 108, Operating
Segments, as notified under the Companies (Indian
Accounting Standards) Rules, 2015, the Company
operates in one reportable business segment i.e.,
publishing of books. The geographical information
analyses the Company''s revenue and trade
receivables from such revenue in India and other
countries. The Company primarily operates in India.
Refer note 49 for segment reporting.

2.20 Business combination

Business combination between entities under
common control are accounted at historical cost. The
difference between the consideration paid/received
and the carrying amount of assets and liabilities
transferred is recorded in the capital reserve, a
component of other equity.

Business combination arising from transfers of
interest in entities that are under common control
are accounted for as if the acquisition had occurred
at the beginning of the earliest comparative period
presented or, if later, at the date that common control
was established; for this purpose, comparatives are
revised.

2.21 Accounting Standards (Ind AS) and
interpretations effective during the year

a) Amendments to Ind AS 116 - Lease liability
in a sale and leaseback
The amendments require an entity to recognise
lease liability including variable lease payments
which are not linked to index or a rate in a way
it does not result into gain on right of use asset
it retains.

The above mentioned amendments do not have
a material impact on the financial statements.

2.22 Recent accounting pronouncements which are
not yet effective

(a) Introduction of Ind AS 117

MCA notified Ind AS 117, a comprehensive
standard that prescribe, recognition,
measurement and disclosure requirements,
to avoid diversities in practice for accounting
insurance contracts and it applies to all
companies i.e., to all "insurance contracts"
regardless of the issuer. However, Ind AS 117
is not applicable to the entities which are
insurance companies registered with IRDAI.

The Company has reviewed the new
pronouncements and based on its evaluation
has determined that these amendments do not
have a significant impact on the Company''s
standalone financial statements.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of '' 5 per share (31 March 2024: '' 5 per share). Each
holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. In
the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.

c. The Company has not issued any shares pursuant to a contract without payment being received in cash in the current
year and preceding five years. There has not been any buy-back of shares in the current year and preceding five years. The
Company has not issued any bonus shares during the year.

Nature and purpose of reserves:

Capital reserve

Capital reserve represents reserve created on cancellation of forfeited equity shares and on account of business combinations
under common control.

General reserve

General Reserve represents amount apportioned out of retained earnings.

Securities premium

Securities premium comprises of the premium on issue of shares. The reserve is utilised in accordance with the specific
provision of the Companies Act, 2013.

Retained earnings

Retained earnings refer to the net profit/(loss) retained by the Company for its core business activities. Also includes re¬
measurement gains on defined benefit plans.

Employee stock options outstanding

Employee stock options have been issued under Equity Settled ESOP Scheme 2012 (Scheme 2012), Equity Settled ESOP
Scheme 2018 (Scheme 2018) and Equity Settled ESOP Scheme 2023 (Scheme 2023) to the eligible employees and subsequent
to that various grants were issued. The reserve has been created for the various ESOP grants issued by the Company thereafter.

Notes:

a. Cash credit from State Bank of India is secured by way of first pari passu charge (along with HDFC and Indian Bank) on the entire existing
and future current assets and movable property, plant and equipment of the Company (excluding assets which are specifically charged
to other lenders), personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company. The loan
carry interest rate of 9.85% to 10.10% p.a. (31 March 2024: 10.10% to 11.15% p.a.).

The Company has further availed cash credit/dropline overdraft from RBL Bank, secured by way of subservient charge on the entire
existing and future current assets and movable property, plant and equipment of the Company (excluding assets which are specifically
charged to other lenders), charge on immovable property of the Company situated at plot no. 40/2 A, site no. IV, UPSIDC industrial estate,
Sahibabad and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company. These loans
carry interest rate of 9.75% p.a. (31 March 2024: 9.75% p.a).

Cash credit from Indian Bank, secured by way of first pari passu charge along with HDFC Bank and SBI on the entire existing and future
current assets and fixed assets of the Company (excluding assets which are specifically charged to other lenders), personal guarantee of
Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company. These loans carry interest rate of 8.70% p.a. (31
March 2024: 8.70% to 10.65% p.a).

b. Working capital demand loan/cash credit from HDFC Bank and from State Bank of India have been availed during the previous year.
These loan carries interest rate of 7.12% to 9.58% p.a (31 March 2024: 7.73% to 10.40% p.a). The loan is secured by way of first pari
passu charge along with HDFC Bank and Indian Bank on the entire existing and future current assets and movable property, plant and
equipment of the Company (excluding assets which are specifically charged to other lenders) and personal guarantee of Mr. Himanshu
Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company.

39 The National Curriculum Framework for School Education (NCF-SE) was released by the Hon''ble Union Minister of Education,
Skill Development and Entrepreneurship in August, 2023. This is the first ever integrated Curriculum Framework for children
between ages 3-18 years in India. It is a direct outcome of the 5 3 3 4 curricular and pedagogical structure that National
Education Policy (NEP) 2020 has come out with for School Education. This is in follow-up to the NCF of the Foundational Stage
(NCF-FS) which was released in October 2022. The management believes that since the New Curriculum has been announced
after a gap of 18 years, it would substantially reduce the second-hand book market, and which would spur strong volume
growth. Further, management believes that there is no material impact on the inventory of the Company.

40 Employee benefits

a. Defined contribution plan

An amount of '' 35.27 million (31 March 2024 : '' 31.85 million) for the year has been recognised as an expense in respect
of the Company''s contributions towards Provident Fund, an amount of '' 0.13 million (31 March 2024 : '' 0.49 million)
for the year has been recognised as an expense in respect of Company’s contributions towards Employee State Insurance
and an amount of '' 1.50 million (31 March 2024 : '' 1.74 million) for the year has been recognised as an expense in
respect of the Company’s contributions towards National Pension Scheme, which are deposited with the government
authorities/funds approved by the government authorities and have been included under employee benefit expenses in
the Statement of Profit and Loss.

b. Gratuity

The Company has a defined benefit gratuity plan governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act,
employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of
five years or death while in employement. The level of benefit provided depends on the member’s length of service and
salary at the time of retirement/termination age.

Under the Company''s gratuity plan, every employee who has completed at least five years of service gets a gratuity on
departure at 15 days of last drawn salary for each completed year of service or part thereof in excess of six months subject
to a maximum of '' 3.00 million. The scheme is funded with two insurance companies in the form of qualifying insurance
policies.

The following tables summarize the components of net benefit expense recognised in the profit and loss account and
amounts recognised in the balance sheet for Gratuity Plan.

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

The above defined benefit plan exposes the Company to following risks:

Investment risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the
fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future
discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes
in the discount rate during the inter-valuation period.

Market risk (interest risk):

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The
discount rate reflects the time value of money. An increase in discount rate leads to decrease in defined benefit obligation
of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence
the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

Longevity risk:

The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically for the
benefits paid on or before the retirement age, the longevity risk is not very material.

Actuarial risk:

Salary increase assumption

Actual salary increase that are higher than the assumed salary escalation, will result in increase to the obligation at a rate
that is higher than expected.

Attrition/withdrawal assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected.
Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact
of this will depend on the demography of the company and the financials assumptions.

Regulatory risk:

Any changes to the current Regulations by the Government, will increase (in most cases) or decrease the obligation which
is not anticapated. Sometimes, the increase is many fold which will impact the financials quite significantly.

43 Employee stock option plans

The Company provides share-based payment schemes to its employees. During the year ended 31 March 2025, Equity Settled
ESOP Scheme 2012 (Scheme 2012), Equity Settled ESOP Scheme 2018 (Scheme 2018) and ESOP Scheme 2023 (the "ESOP
2023") were in existence. The relevant details of the schemes and the grant are as below.

Equity Settled ESOP Scheme 2012 (Scheme 2012) :

On 30 June 2012, the board of directors approved the Equity Settled ESOP Scheme 2012 (Scheme 2012) for issue of stock
options to the eligible employees. According to Scheme 2012, two types of options were granted by the Company to the
eligible employees viz Growth and Thankyou option and were entitled to 2,194 and 292 options respectively. The options were
subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the Company. However in case of
Growth options, in addition to this the board may also specify the certain corporate, individual or a combination performance
parameters subject to which the option would vest.

Equity Settled ESOP Scheme 2018 (Scheme 2018) :

Equity Settled ESOP Scheme 2018 (Scheme 2018) was approved by shareholders on 25 September 2018, for issue of stock
options to the eligible employees. According to Scheme 2018, eligible employees will be granted 190,000 options. The options
were subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the Company.

Equity Settled ESOP Scheme 2023 (Scheme 2023) :

Equity Settled ESOP Scheme 2023 (Scheme 2023) was approved by shareholders on 26 September 2023, for issue of stock
options to the eligible employees. According to Scheme 2023, eligible employees will be granted 300,000 options. The options
were subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the Company.

Each vest has been considered as a separate grant with weights assigned to each vesting as per the vesting schedule. The minimum
life of a stock option is the minimum period before which the options cannot be exercised and the maximum life is the period
after which the options cannot be exercised. The expected life has been calculated as an average of minimum and maximum life.
The volatility for periods corresponding to the respective expected lives of the different vests, prior to the grant date has been
considered. The daily volatility of the Company''s stock price on stock exchanges over these years has been considered.

4 Financial Instruments:- Financial risk management objectives and policies

The Company’s principal financial liabilities, comprises of loans and borrowings, trade and other payables. The main purpose of
these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include investments
in equity shares, advances to related party, trade and other receivables, security deposits, cash and short-term deposits that
are derived directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the
management of these risks and advises on financial risks and the appropriate financial risk governance framework for the
Company. The board provides assurance to the shareholders that the Company''s financial risk activities are governed by
appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the
Company''s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks,
which are summarised below.

The sensitivity analyses in the following sections relate to the position as at 31 March 2025 and 31 March 2024.
The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of floating to fixed interest
rates ofthe debt and the proportion of financial instruments in foreign currencies are all constant in place at 31 March 2025.
The analyses exclude the impact of movements in market variables on: the carrying values of employee benefits provisions.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.

a. Interest rate risk.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily
to the Company’s debt obligations with variable interest rates.

d. Commodity risk

Commodity price risk arises due to fluctuation in prices of papers. The Company has risk management framework
aimed at prudently managing the risk arising from volatility in the commodity prices. The Company''s commodity risk is
managed centrally through well established control processes. Further the selling price of finished goods fluctuates due
to fluctuation in price of papers and the Company expects that the net impact of such fluctuation would not be material.

Ba. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is not exposed to any significant credit risk from its operating activities (primarily
trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and other
financial instruments.

c. Treasury related credit risk

Credit risk on cash and cash equivalents and other deposits with the banks is limited as the Company generally invest
in deposits with banks with high credit ratings assigned by external credit rating agencies , accordinglt the Compny
consideres that the related credit risk is low. Impairment on these items is measured on 12- month expected credit loss
basis.

Significant Increase in Credit Risk (SICR)

The Company considers a financial instrument to have experienced a significant increase in credit risk when on any
financial instrument if the payment is more than 30 days past due on its contractual payments.

C. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Company''s objective is to maintain a
balance between continuity of funding and flexibility through the use of bank overdrafts, and bank loans. The Company’s
approach to managing liquidity to ensure , as far as possible, that it will have sufficient liquidity to meet its liability when
they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to
the Company’s reputation. The Company closely monitors its liquidity position and deploys a robust cash management
system. The Company manages liquidity risk by maintaining adequate reserves, borrowing liabilities, by continuously
monitoring forecast and actual cash flows, profile of financial assets and liabilities. It maintain adequate sources of
financing including loans from banks at an optimised cost. The table below provides the details regarding contractual
maturities of financial liabilities.

45 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise
the shareholder value.

The Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings
and the advantages and security afforded by a sound capital position. The primary objective of the Company''s capital
management is to maximise the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company''s
policy is to keep the gearing ratio less than 30%. The Company measures underlying net debt as total liabilities, comprising
interest bearing loans and borrowings, excluding any dues to subsidiaries or group companies less cash and cash equivalents.
For the purpose of capital management, total capital includes issued equity capital, share premium and all other reserves
attributable to the equity holders of the Company, as applicable.

The following assumptions/ methods were used to estimate the fair values:

i) The fair values of trade receivables, cash and cash equivalents, other current financial assets, trade payable and other
current financial liabilities are considered to be same as their carrying values due to their short term nature.

ii) Fair value of quoted financial instruments is based on quoted market price at the reporting date.

iii) The carrying amount of other items carried at amortized cost are reasonable approximation of their fair value.

iv) The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale. The fair values of the quoted
notes and bonds are based on price quotations at the reporting date.

47 The Board of Directors of the Company have approved the payment of interim dividend of INR 4.00 (80%) per equity share of
INR 5.00/- each for the financial year ended 31 March 2025. The record date for the purpose of payment of interim dividend
is fixed as 30 May 2025. The Board of Directors of the Company had recommended a dividend of INR 3.00/- (60%) per equity
share of INR 5.00/- each for the financial year ended 31 March 2024 which was subsequently approved by the shareholders in
the Annual General Meeting held on 20 September 2024 and paid thereof.

49 Segment reporting
Basis of segmentation:

The Company''s primary business segment is reflected based on principal business activities carried on by the Company.The
Managing Director has been identified as being the Chief Operating Decision Maker (‘CODM’) and evaluates the Company’s
performance and allocates resources based on analysis of the various performance indicators of the Company as a single unit.
As per Indian Accounting Standard 108, Operating Segments, as notified under the Companies (Indian Accounting Standards)
Rules, 2015, the Company operates in one reportable business segment i.e., publishing of books.

Geographical information:

The geographical information analyses the Company''s revenue and trade receivables from such revenue in India and other
countries. In presenting the geographical information, segment revenue and receivables has been based on the geographical
location of the customer.

Notes:

a In respect of Assessment Year 2015-16, a disallowance under section 36(1)(va) read with section 2(24)(x) of the Income Tax Act, a
demand has been raised on account of disallowance of payment made towards employee''s contribution to Provident Fund after the
due date of payment but before the due date of filling return and disallowance of unexplained expenditure u/s 69 C of the Income
Tax Act. The matter is pending with CIT (A). The amount involved is '' 0.72 million (31 March 2024: '' 0.72 million).

b In respect of Assessment Year 2018-19, a demand order for the payment of additional tax liability due to application of lower tax
rate ( 25% instead of 30%) had been received. The matter is pending with CIT (A). The amount involved is '' 1.92 million (31 March
2024: '' 1.92 million).

c In respect of Assessment Year 2018-19, a disallowance under sections 40(a)(ia), provision for bad debts u/s 36(1)(vii), 69 & 69C
on account of unexplained investment, & depreciation claimed thereon of the Income-tax Act respectively. The matter is pending
with CIT (A). The amount involved is '' 83.99 million (31 March 2024: '' 73.18 million).

d In respect of Assessment Year 2020-21, a disallowance under sections 36(1)(va) and 69 & 69C on account of unexplained
investment, & depreciation claimed thereon of the Income-tax Act respectively. The matter is pending with CIT (A). The amount
involved is '' 79.31 million (31 March 2024: '' 79.31 million).

e In respect of Financial Year 2017-18, the Company has filed appeal before Commissioner Appeals against the order passed by the
department for availment of excess ITC in GSTR 3B as compared to table 8A of GSTR 9, further reversal of ITC on non-business
transaction and exempt supplies, and ineligibility of ITC on purchase of Electrical items. The amount involved is '' 4.82 million (31
March 2024: NIL).

f During the year 2015-16, the Company received notice under Indian Stamp Act, 1899 for non-payment of stamp duty on transfer of
property on amalgamation and demerger held in the financial year 2011-12. The district registrar contented that order of Hon''ble
High Court for amalgamation and demerger does not grants exemption in respect of payment of stamp duty.

During the year 2017-18, the Company has also received a demand notice from the Sub-Registrar under section 80A of the
Registration Act, 1908 wherein the authority has directed the Company to pay additional registration fee of '' 0.03 million
(31 March 2024: 0.03 million) and stamp duty of '' 27.01 million (31 March 2024: 27.01 million). Persuant to the department''s
order, It is estimated that the Company shall be liable to pay stamp duty and registration fees of a maximum of '' 27.10 million and
'' 0.03 million respectively based on the value of the immovable assets as may be calculated by the department. The determination of
whether value is to be the value as specified in the order or market value remains uncertain. The company is awaiting adjudications
of the stamp duty by the Registrar to ascertain liability net of the amount already paid.

As per the legal opinion obtained, management is of the view that no liability would accrue on the Company on account of such
case. Accordingly, no provision has been made in the books of account for the same.

g The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are
required and disclosed as contingent liabilities where applicable, in its standalone financial statements. The Company also believes
that the above issues, when finally settled, are not likely to have any significant impact on the financial position of the Company. The
Company does not expect any reimbursements in respect of the above contingent liabilities.

58 Other statutory information

(i) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) The Company does not have transactions with companies struck-off from Register of Companies.

(iii) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vi) The Company has not received any funds from any person or entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any
other relevant provisions of the Income Tax Act, 1961).

(viii) The Company is not declared wilful defaulter by any bank or financial institution or government or any government
authority.

59 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1)
of the Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Amendment Rules 2021 requiring
companies, which uses accounting software for maintaining its books of account, shall use only such accounting software
which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the
books of account along with the date when such change were made and ensuring that the audit trail cannot be disabled.
During the current year, the audit trail (edit logs) feature for any direct changes made at the database level was not enabled for
the accounting software used for maintenance of books of account. However, the audit trail (edit log) at the application level
for the accounting software were operating for all relevant transactions recorded in the software. Furthermore, the audit trail
has been preserved by the Company as per the statutory requirements for record retention.

The accompanying notes are an integral part of the standalone financial statements.

As per our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants S Chand And Company Limited

Firm Registration No.: 001076N/N500013

Sd/- Sd/- Sd/- Sd/- Sd/-

Rahul Kool Himanshu Gupta Savita Gupta Saurabh Mittal Jagdeep Singh

Partner Managing Director Director Chief Financial Officer Company Secretary

Membership No.: 425393 DIN: 00054015 DIN: 00053988

Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi

Date : 23 May 2025 Date : 23 May 2025 Date : 23 May 2025 Date : 23 May 2025 Date : 23 May 2025

---

Mar 31, 2024

2.16 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

C ontingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly with in the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or reliable estimate of the amount cannot be made. Therefore, in order to determine the amount to be recognised as a liability or to be disclosed as a contingent liability, in each case, is inherently subjective, and needs careful evaluation and judgement to be applied by the management. In case of provision for litigations, the judgements involved are with respect to the potential exposure of each litigation and the likelihood and/or timing of cash outflows from the Company, and requires interpretation of laws and past legal rulings.

Possible inflows of economic benefits to the Company that do not yet meet the recognition criteria of an asset are considered contingent assets.

2.17 Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Group''s cash management.

2.18 Earnings per share (EPS)

Basic earnings per share is calculated by dividing the profit or loss for the period attributable to

equity shareholders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share are computed and disclosed after adjusting the effects of all dilutive potential equity shares, if any, except when the results will be anti-dilutive.

2.19 Dividend

The Company recognises a liability to make cash or non-cash distributions to equity holders of the Company when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

2.20 Significant accounting judgements, estimates and assumptions

The preparation of the Company''s financial statements in conformity with the Indian Accounting Standards requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures (including contingent liabilities). The management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

A. Judgement

I n the process of applying the Company''s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

i) Determining the lease term of contracts with renewal and termination options -Company as lessee

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is

reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

For the lease contracts that includes extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).

Leases - estimating the incremental borrowing rate

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ''would have to pay'', which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary''s stand-alone credit rating).

ii) Revenue from contracts with customers

The Company applied the following judgements that significantly affect the determination of the amount and timing of revenue from contracts with customers:

Determining method to estimate variable consideration and assessing the constraint

Certain contracts for the sale of books include cash discounts and turnover discounts and a right to return the goods that give rise to variable consideration. In estimating the variable consideration, the Company is required to use either the expected value method or the most likely amount method based on which method better predicts the amount of consideration to which it will be entitled.

B efore including any amount of variable consideration in the transaction price, the Company considers whether the amount of variable consideration is constrained. The Company determined that the estimates of variable consideration are not constrained based on its historical experience, business forecast and the current economic conditions. In addition, the uncertainty on the variable consideration will be resolved within a short time frame.

B. Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

i) Deferred tax assets

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which they can be used. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

ii) Defined employee benefits plans

The cost of the defined employee benefits obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds with term that correspond with the expected term of the defined benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases are based on expected future inflation rates for the respective countries.

Further details about defined employee benefit plans are given in note 40.

iii) Provision for expected credit losses of trade receivables

Dhe Company uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance).

Dhe provision matrix is initially based on the Company''s historical observed default rates. The Company will calibrate the matrix to adjust the historical credit loss experience with forwardlooking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which

can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company''s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. For details of allowance for expected credit loss, please refer note 15.

iv) Impairment of financial and non-financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward-looking estimates at the end of each reporting period.

The carrying amounts of the Company''s non-financial assets, other than deferred tax assets, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset''s recoverable amount is estimated.

The recoverable amount of an asset or cashgenerating unit (''CGU'') is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (''CGU'').

Market related information and estimates are used to determine the recoverable amount. Key assumptions on which management has based its determination of recoverable amount include estimated long term growth rates, weighted average cost of capital and estimated operating margins. Cash flow projections take into account past experience and represent management''s best estimate about future developments.

v) Useful lives of depreciable/amortisable assets

Management reviews the estimated useful lives and residual value of property, plant and equipment and intangibles at the end of each reporting period. Factors such as changes in the expected level of usage could significantly impact the economic useful lives and the residual values of these assets. Consequently, the future depreciation charge could be revised and may have an impact on the profit of the future years.

2.21 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Company''s Managing Director assesses the financial performance and position of the Company, and makes strategic decision and has been identified as the chief operating decision maker. The Company''s primary business segment is reflected based on principal business activities carried on by the Company. As per Indian Accounting Standard 108, Operating Segments, as notified under the Companies (Indian Accounting Standards) Rules, 2015, the Company operates in one reportable business segment i.e., publishing of books. The geographical information analyses the Company''s revenue and trade receivables from such revenue in India and other countries. The Company primarily operates in India. Refer note 49 for segment reporting.

2.22 Business combination

Tusiness combination between entities under common control are accounted at historical cost. The difference between the consideration paid/received and the carrying amount of assets and liabilities transferred is recorded in the capital reserve, a component of other equity.

Business combination arising from transfers of interest in entities that are under common control are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose, comparatives are revised.

2.23 Accounting Standards (Ind AS) and interpretations effective during the year

a) Ind AS 1 Presentation of Financial Statement

Requirement to disclose ''material accounting policies'' instead of ''significant accounting policies’ and related guidance included to determine whether the policy is material or not.

b) Ind AS 8 Accounting Policies, Change in Accounting Estimates and Errors

B efinition of ''accounting estimates'' now included in the standard enabling distinction

between change in accounting estimates from change in accounting policies.

c) Ind AS 12 Income Taxes

Transactions that does not give rise to equal taxable and deductible temporary differences at the time of initial transaction have now been included in the exemptions for recognition of deferred tax liability and deferred tax assets in case of taxable temporary differences.

The above mentioned amendments do not have a material impact on the financial statements.

2.24 Recent accounting pronouncements which are not yet effective

As on the date of these standalone financial statements, Ministry of Corporate Affairs (''MCA'') has not issued any standards/amendments to accounting standards which are effective from 1 April 2024.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of '' 5 per share (31 March 2023: '' 5 per share). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. The Company has not issued any shares pursuant to a contract without payment being received in cash in the current year and preceding five years. There has not been any buy-back of shares in the current year and preceding five years. The Company has not issued any bonus shares during the year.

Nature and purpose of reserves:

Capital reserve

Capital reserve represents reserve created on cancellation of forfeited equity shares and on account of business combinations under common control.

General reserve

General Reserve represents amount apportioned out of retained earnings.

Securities premium

Securities premium comprises of the premium on issue of shares. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.

Retained earnings

Retained earnings refer to the net profit/(loss) retained by the Company for its core business activities. Also includes remeasurement gains on defined benefit plans.

Employee stock options outstanding

Employee stock options have been issued under Equity Settled ESOP Scheme 2012 (Scheme 2012), Equity Settled ESOP Scheme 2018 (Scheme 2018) and Equity Settled ESOP Scheme 2023 (Scheme 2023) to the eligible employees and subsequent to that various grants were issued. The reserve has been created for the various ESOP grants issued by the Company thereafter.

Notes:

a. Cash credit from State Bank of India is secured by way of first pari passu charge (along with HDFC and Indian Bank) on the entire existing and future current assets and movable fixed assets of the Company (excluding assets which are specifically charged to other lenders), personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company.The loan carry interest rate of 10.10% to 11.15% p.a. (31 March 2023: 8.15% to 11.15% p.a.).

Company has further availed cash credit/dropline overdraft from RBL Bank, secured by way of subservient charge on the entire existing and future current assets and movable fixed assets of the Company (excluding assets which are specifically charged to other lenders), charge on immovable property of the Company situated at plot no. 40/2 A, site no. IV, UPSIDC industrial estate, Sahibabad and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company. These loans carry interest rate of 9.75% p.a. (31 March 2023: 8.65% to 10.65% p.a).

Cash credit from Indian Bank, secured by way of first pari passu charge (along with HDFC and SBI) on the entire existing and future current assets and fixed assets of the Company (excluding assets which are specifically charged to other lenders), personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company.These loans carry interest rate of 8.70% to 10.65% p.a. (31 March 2023: 9.05% to 10.65% p.a)"

b. Working capital demand loan/cash credit from HDFC Bank was availed during the previous year and from State Bank of India has been availed during the current year. These loan carries interest rate of 7.73% to 10.40% p.a (31 March 2023: 8% to 8.75% p.a). The loan is secured by way of first pari passu charge (along with SBI and Indian Bank)on the entire existing and future current assets and movable fixed assets of the Company (excluding assets which are specifically charged to other lenders) and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company.

c. The Company is required to comply with certain debt covenants as mentioned in the loan agreement for term loans, failure of which makes the loan to be repaid on demand at the discretion of the bank. During the current financial year, there has been no covenant breach.

d. The funds raised by the Company on short term basis have not been utilised for long term purposes.

e. Refer note 56 for summary of quarterly statements submitted to banks and its reconciliation with amounts as per books of accounts.

There are no unsatisfied performance obligations.

The Company does not expect to have any contracts where the period between the transfer of promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for time value of money.

Performance obligation

Information about the Company''s performance obligations are summarised below:

Finished goods/ Traded goods

The performance obligation is satisfied upon delivery of the goods to the transporter or to the customer whichever is earlier.

The customer has a right to return material to an extent as may be agreed upon with each customer or within the limits as may be determined by the Company.

The customer is also eligible for discounts based on achievement of revenue targets as may be agreed.

Services

The performance obligation is satisfied as per terms of each contract with the customer.

39 The National Curriculum Framework for School Education (NCF-SE) was released by the Hon''ble Union Minister of Education, Skill Development and Entrepreneurship in August, 2023. This is the first ever integrated Curriculum Framework for children between ages 3-18 years in India. It is a direct outcome of the 5 3 3 4 curricular and pedagogical structure that National Education Policy (NEP) 2020 has come out with for School Education. This is in follow-up to the NCF of the Foundational Stage (NCF-FS) which was released in October 2022. The management believes that since the New Curriculum has been announced after a gap of 18 years, it would substantially reduce the second-hand book market, and which would spur strong volume growth. Further, management believes that there is no material impact on the inventory of the Company.

40 Employee benefits

a. Defined contribution plan

An amount of '' 31.85 million (31 March 2023 : '' 26.97 million) for the year has been recognised as an expense in respect of the Company''s contributions towards Provident Fund, an amount of '' 0.49 million (31 March 2023 : '' 0.90 million) for the year has been recognised as an expense in respect of Company’s contributions towards Employee State Insurance and an amount of '' 1.74 million (31 March 2023 : '' 1.69 million) for the year has been recognised as an expense in respect of the Company’s contributions towards National Pension Scheme, which are deposited with the government authorities/funds approved by the government authorities and have been included under employee benefit expenses in the Statement of Profit and Loss.

b. Gratuity

The Company has a defined benefit gratuity plan governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employement. The level of benefit provided depends on the member’s length of service and salary at the time of retirement/termination age.

Under the Company''s gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service or part thereof in excess of six months subject to a maximum of '' 2.00 million. The scheme is funded with two insurance companies in the form of qualifying insurance policies.

The following tables summarize the components of net benefit expense recognised in the profit and loss account and amounts recognised in the balance sheet for Gratuity Plan.

Investment risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

Market risk (interest risk):

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in defined benefit obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

Longevity risk:

The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically for the benefits paid on or before the retirement age, the longevity risk is not very material.

Actuarial risk:

Salary increase assumption

Actual salary increase that are higher than the assumed salary escalation, will result in increase to the obligation at a rate that is higher than expected.

Attrition/withdrawal assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact of this will depend on the demography of the company and the financials assumptions.

Regulatory risk:

Any changes to the current Regulations by the Government, will increase (in most cases) or decrease the obligation which is not anticapated. Sometimes, the increase is many fold which will impact the financials quite significantly.

43 Employee stock option plans

The Company provides share-based payment schemes to its employees. During the year ended 31 March 2023, Equity Settled ESOP Scheme 2012 (Scheme 2012) and Equity Settled ESOP Scheme 2018 (Scheme 2018) were in existence. The Company has further instituted the ESOP Scheme 2023 (the "ESOP 2023") in the current year.The relevant details of the schemes and the grant are as below.

Equity Settled ESOP Scheme 2012 (Scheme 2012) :

On 30 June 2012, the board of directors approved the Equity Settled ESOP Scheme 2012 (Scheme 2012) for issue of stock options to the eligible employees. According to Scheme 2012, two types of options were granted by the Company to the eligible employees viz Growth and Thankyou option and were entitled to 2,194 and 292 options respectively. The options were subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the Company. However in case of Growth options, in addition to this the board may also specify the certain corporate, individual or a combination performance parameters subject to which the option would vest.

Equity Settled ESOP Scheme 2018 (Scheme 2018) :

Equity Settled ESOP Scheme 2018 (Scheme 2018) was approved by shareholders on 25 September 2018, for issue of stock options to the eligible employees. According to Scheme 2018, eligible employees will be granted 190,000 options. The options were subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the Company.

Equity Settled ESOP Scheme 2023 (Scheme 2023) :

Equity Settled ESOP Scheme 2023 (Scheme 2023) was approved by shareholders on 26 September 2023, for issue of stock options to the eligible employees. According to Scheme 2023, eligible employees will be granted 300,000 options. The options were subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the Company.

44 Financial Instruments:- Financial risk management objectives and policies

The Company''s principal financial liabilities, comprises of loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company''s principal financial assets include investments in equity shares, advances to related party, trade and other receivables, security deposits, cash and short-term deposits that are derived directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks and advises on financial risks and the appropriate financial risk governance framework for the Company. The board provides assurance to the shareholders that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

A. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

The Company is exposed to following type of market risk:-

a) interest rate risk,

b) foreign currency risk and

c) other price risk

Financial instruments affected by market risk include borrowings and investments.

The sensitivity analyses in the following sections relate to the position as at 31 March 2024 and 31 March 2023. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of floating to fixed interest rates of the debt and the proportion of financial instruments in foreign currencies are all constant in place at 31 March 2024. The analyses exclude the impact of movements in market variables on: the carrying values of employee benefits provisions. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks."

a. Interest rate risk.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with variable interest rates.

b. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

The Company does not hedge its foreign currency exposure, however the sensitivity analysis is given as below for the for the currencies, in which Company has foreign exposure:

c. Other price risk

The Company''s investments are susceptible to market price risk arising from uncertainties about future values of the investment securities.

The price risk related to investment in mutual fund schemes is not significant considering the relatively short tenure of underlying portfolio of the mutual fund schemes in which the Company has invested.

The following table summarises the sensitivity to change in the price of investment in unlisted and listed equity securities (other than investment in subsidiaries and associate) held by the Company:

d. Commodity risk

Commodity price risk arises due to fluctuation in prices of papers. The Group has risk management framework aimed at prudently managing the risk arising from volatility in the commodity prices. The Group''s commodity risk is managed centrally through well established control processes. Further the selling price of finished goods fluctuates due to fluctuation in price of papers and the Group expects that the net impact of such fluctuation would not be material.

B. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is not exposed to any significant credit risk from its operating activities (primarily trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

c. Treasury related credit risk

Credit risk on cash and cash equivalents and other deposits with the banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies , accordinglt the Compny consideres that the related credit risk is low. Impairment on these items is measured on 12- month expected credit loss basis.

Significant Increase in Credit Risk (SICR)

The Company considers a financial instrument to have experienced a significant increase in credit risk when on any financial instrument if the payment is more than 30 days past due on its contractual payments.

C. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, and bank loans. The Company’s approach to managing liquidity to ensure , as far as possible, that it will have sufficient liquidity to meet its liability when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. The Company closely monitors its liquidity position and deploys a robust cash management system. The Company manages liquidity risk by maintaining adequate reserves, borrowing liabilities, by continuously monitoring forecast and actual cash flows, profile of financial assets and liabilities. It maintain adequate sources of financing including loans from banks at an optimised cost. The table below provides the details regarding contractual maturities of financial liabilities.

45 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company''s policy is to keep the gearing ratio less than 30%. The Company measures underlying net debt as total liabilities, comprising interest bearing loans and borrowings, excluding any dues to subsidiaries or group companies less cash and cash equivalents. For the purpose of capital management, total capital includes issued equity capital, share premium and all other reserves attributable to the equity holders of the Company, as applicable.

49 Segment reporting Basis of segmentation:

The Company''s primary business segment is reflected based on principal business activities carried on by the Company.The Managing Director has been identified as being the Chief Operating Decision Maker (‘CODM’) and evaluates the Company’s performance and allocates resources based on analysis of the various performance indicators of the Company as a single unit. As per Indian Accounting Standard 108, Operating Segments, as notified under the Companies (Indian Accounting Standards) Rules, 2015, the Company operates in one reportable business segment i.e., publishing of books.

Geographical information:

The geographical information analyses the Company''s revenue and trade receivables from such revenue in India and other countries. In presenting the geographical information, segment revenue and receivables has been based on the geographical location of the customer.

a In respect of Assessment Year 2015-16, a disallowance under section 36(1)(va) read with section 2(24)(x) of the Income Tax Act, a demand has been raised on account of disallowance of payment made towards employee''s contribution to Provident Fund after the due date of payment but before the due date of filling return and disallowance of unexplained expenditure u/s 69 C of the Income Tax Act. The matter is pending with CIT (A). The amount involved is '' 0.72 million (31 March 2023: '' 0.72 million).

b Pursuant to scheme of amalgamation (refer note 60), the understated claims pertaining to the merged Companies have been transferred to S Chand And Company Limited:

1. In respect of Assessment Year 2018-19, a demand order for the payment of additional tax liability due to application of lower tax rate ( 25% instead of 30%) had been received. The matter is pending with CIT (A). The amount involved is '' 1.92 million (31 March 2023: '' 1.92 million) .

2. In respect of Assessment Year 2018-19, a disallowance under sections 40(a)(ia), provision for bad debts u/s 36(1)(vii), 69 & 69C on account of unexplained investment, & depreciation claimed thereon of the Income-tax Act respectively. The matter is pending with CIT (A). The amount involved is '' 73.18 million (31 March 2023: '' 73.18 million).

3. In respect of Assessment Year 2020-21, a disallowance under sections 36(1)(va) and 69 & 69C on account of unexplained investment, & depreciation claimed thereon of the Income-tax Act respectively. The matter is pending with CIT (A). The amount involved is '' 79.31 million (31 March 2023: '' 79.31 million).

4. In respect of Assessment Year 2021-22, a disallowance of leave encashment expenses claimed by the Company. The matter is pending with CIT (A). The amount involved is '' 0.36 million (31 March 2023: NIL).”

c During the year 2015-16, the Company received notice under Indian Stamp Act, 1899 for non-payment of stamp duty on transfer of property on amalgamation and demerger held in the financial year 2011-12. The district registrar contented that order of Hon''ble High Court for amalgamation and demerger does not grants exemption in respect of payment of stamp duty. During the year 2017-18, the Company has also received a demand notice from the Sub-Registrar under section 80A of the Registration Act, 1908 wherein the authority has directed the Company to pay additional registration fee of '' 0.03 million (31 March 2023: 9.15 million) and stamp duty of '' 27.01 million (31 March 2023: 95.01 million). Pursuant to the department''s order, it is estimated that the Company shall be liable to pay stamp duty and registration fees of a maximum of '' 27.10 million and '' 0.03 million respectively based on the value of the immovable assets as may be calculated by the department. The determination of whether value is to be the value as specified in the order or market value remains uncertain. The company is awaiting adjudication of the stamp duty by the Registrar to ascertain liability net of the amount already paid. As per the legal opinion obtained, management is of the view that no liability would accrue on the Company on account of such case. Accordingly, no provision has been made in the books of account for the same.

d The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its standalone financial statements. The Company also believes that the above issues, when finally settled, are not likely to have any significant impact on the financial position of the Company. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of respective proceedings. The Company does not expect any reimbursements in respect of the above contingent liabilities.

58 Other statutory information

(i) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) The Company does not have transactions with companies struck-off from Register of Companies.

(iii) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vi) The Company has not received any funds from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company is not declared wilful defaulter by any bank or financial institution or government or any government authority.

59 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such change were made and ensuring that the audit trail cannot be disabled. During the current year, the audit trail (edit logs) feature for any direct changes made at the database level was not enabled for the accounting software used for maintenance of books of account. However, the audit trail (edit log) at the application level for the accounting software were operating for all relevant transactions recorded in the software.

60 The Company had filed Draft Composite Scheme of Arrangement on 09 January 2018, amongst Blackie & Son (Calcutta) Private Limited ("Blackie"), Nirja Publishers & Printers Private Limited ("Nirja"), DS Digital Private Limited (""DS Digital""), Safari Digital Education Initiatives Private Limited (""Safari Digital"") and S Chand And Company Limited (""S Chand"") and their respective shareholders and creditors (Composite Scheme) with BSE Limited (''BSE'') and National Stock Exchange of India Limited (''NSE'') under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Circular no. CFD/DIL3/CIR/2017/21 dated 10 March 2017 (""SEBI Circular""). The Scheme inter alia includes amalgamation of Blackie and Nirja with and into S Chand, demerger of the education business of DS Digital & Safari Digital with and into S Chand and amalgamation of residual business (after demerger) of DS Digital with and into Safari Digital. The Company had filed the Scheme with NCLT. NCLT vide its order dated 24 July 2023 had approved the Scheme. The Scheme was effective on 04 September 2023 upon filing of the Scheme with the Registrar of Companies. Accordingly, the impact of the aforesaid Scheme has been given effect to in the accompanying standalone financial statements in accordance with the requirements of the Scheme.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants S Chand And Company Limited

Firm Registration No.: 001076N/N500013

Sd/- Sd/- Sd/- Sd/- Sd/-

Tarun Gupta Himanshu Gupta Dinesh Kumar Jhunjhnuwala Saurabh Mittal Jagdeep Singh

Partner Managing Director Whole-Time Director Chief Financial Officer Company Secretary

Membership No.: 507892 DIN: 00054015 DIN: 00282988

Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi

Date : 24 May 2024 Date : 24 May 2024 Date : 24 May 2024 Date : 24 May 2024 Date : 24 May 2024

---

Mar 31, 2023

1. Impairment testing of goodwill

The Company performs test for goodwill impairment at least annually on 31 March or if indicators of impairment arise, such as the effects of obsolescence, demand, competition and other economic factors or on occurrence of an event or change in circumstances that would more likely than not reduce the fair value below its carrying amount. When determining the fair value, we utilize various assumptions, including operating results, business plans and projections of future cash flows.

For the purpose of impairment testing, goodwill is allocated to a cash generating unit, representing the lowest level with the Company at which goodwill is monitored for internal management purposes and which is not higher that the Company’s operating segment. During the year, test for goodwill impairment was performed on 31 March 2023 and the same was written off considering the recoverable value determined by the Company was assessed to be lower than the carrying value of cash generating unit due to the effect of obsolescence, demand, competition and other economic factors.

2. The Company has not revalued its intangible assets during the year.

a. Investment in debentures includes total deemed investment of '' 51.06 millions (31 March 2022: '' 38.65 millions).

b. During the previous year, the Company has acquired 2.62% of shareholding in iNeuron Intelligence Private Limited by acquiring 3,107 compulsorily convertible preference shares and 1 equity share, both at '' 8,000 per share. During the current year, the Company has disposed off its investments in iNeuron Intelligence Private Limited and has recognised a gain amounting to '' 27.26 million.

c. Investment in equity shares in such subsidiaries include deemed investments of '' 48.82 millions (31 March 2022: '' 47.52 millions) due to ESOP granted to employees of subsidiary companies and corporate guarantee given by Holding Company on behalf of subsidiary companies.

2. There are no loan or advances in the nature of loans, granted to promoters, directors, KMPs and related parties, either severally or jointly with any other person, that are either repayable on demand or without specifying any terms or period of repayment.

3. During the year, loan amounting to '' 142.38 million ( 31 March 2022: '' 128.31 millions) to DS Digital Private Limited and loan amounting to '' 51.05 milliion (31 March 2022: '' 150.83 millions) to Safari Digital Education Initiatives Private Limitedhas been extended for a period of 1 year.

4. I n respect of loans and advances in the nature of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and the repayments/receipts of principal and interest are regular.

5. There is no amount which is overdue for more than 90 days in respect of loans and advances in the nature of loans granted to such companies.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of '' 5 per share (31 March 2022: '' 5 per share). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. The Company has not issued any shares pursuant to a contract without payment being received in cash in the current year and preceding five years. There has not been any buy-back of shares in the current year and preceding five years. The Company has not issued any bonus shares during the year.

Nature and purpose of reserves:

Capital reserve

During the financial year 2015-16, the Company cancelled its 149,900 forfeited equity shares pursuant to resolution passed at Board Meeting dated 22 September 2015 and the amount was transferred to capital reserve.

Securities premium

Securities premium comprises of the premium on issue of shares. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.

Retained earnings

Retained earnings refer to the net profit/(loss) retained by the Company for its core business activities. Also includes re-measurement gains on defined benefit plans.

Employee stock options reserve

Employee stock options have been issued under Equity Settled ESOP Scheme 2012 (Scheme 2012) and Equity Settled ESOP Scheme 2018 (Scheme 2018) to the eligible employees and subsequent to that various grants were issued. The reserve has been created for the various ESOP grants issued by the Company thereafter.

a. Cash credit from State Bank of India is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets of the Company (excluding assets which are specifically charged to other lenders), personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company. The loan carry interest rate of 8.15% to 11.15% p.a. (31 March 2022: 8.15% to 13.00% p.a.).

During the current year, the Company availed dropline overdraft from RBL Bank, secured by way of subservient charge on the entire existing and future current assets and movable fixed assets of the Company (excluding assets which are specifically charged to other lenders), charge on immovable property of the Company situated at plot no. 40/2 A, site no. IV, UPSIDC industrial estate, Sahibabad and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company and cash credit from Indian Bank, secured by way of first pari passu charge on the entire existing and future current assets and fixed assets of the Company (excluding assets which are specifically charged to other lenders), personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company and corporate guarentee of Nirja Publishers & Printers Private Limited.These loans carry interest rate of 8.65% to 10.65% p.a. (31 March 2022: Nil).

b. Working capital demand loan/cash credit from HDFC Bank was availed during the current year and carries interest rate of 8% to 8.75% p.a (31 March 2022: Nil). The loan is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets of the Company (excluding assets which are specifically charged to other lenders) and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company. Working capital demand loan/cash credit from HDFC Bank is also secured by corporate guarantee of Nirja Publishers & Printers Private Limited.

c. The Company is required to comply with certain debt covenants as mentioned in the loan agreement for term loans, failure of which makes the loan to be repaid on demand at the discretion of the bank. During the current financial year, there has been no covenan breach.

d. The funds raised by the Company on short term basis have not been utilised for long term purposes.

Performance obligation

Information about the Company''s performance obligations are summarised below:

Finished goods/Traded goods

The performance obligation is satisfied upon delivery of the goods to the transporter or to the customer whichever is earlier.

The customer has a right to return material to an extent as may be agreed upon with each customer or within the limits as may be determined by the Company.

The customer is also eligible for discounts based on achievement of revenue targets as may be agreed.

Services

The performance obligation is satisfied as per terms of each contract with the customer.

40 Employee benefits

a. Defined contribution plan

An amount of '' 26.30 million (31 March 2022 : '' 24.05 million) for the year has been recognised as an expense in respect of the Company''s contributions towards Provident Fund, an amount of '' 0.80 million (31 March 2022 : '' 0.83 million) for the year has been recognised as an expense in respect of Company’s contributions towards Employee State Insurance which are deposited with the government authorities/approved pension funds and an amount of '' 1.51 million (31 March 2022 : '' 1.42 million) for the year has been recognised as an expense in respect of the Company’s contributions towards National Pension Scheme, which are deposited with the National Pension System Trust have been included under employee benefit expenses in the Statement of Profit and Loss.

b. Gratuity

The Company has a defined benefit gratuity plan governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employement. The level of benefit provided depends on the member’s length of service and salary at the time of retirement/ termination age.

Under the Company’s gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service or part thereof in excess of six months subject to a maximum of '' 2.00 million. The scheme is funded with two insurance companies in the form of qualifying insurance policies.

The following tables summarize the components of net benefit expense recognised in the profit and loss account and amounts recognised in the balance sheet for Gratuity Plan.

The above defined benefit plan exposes the Company to following risks:

Investment risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

Market risk (interest risk):

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in defined benefit obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

Longevity risk:

The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically for the benefits paid on or before the retirement age, the longevity risk is not very material.

Actuarial risk:

Salary increase assumption

Actual salary increase that are higher than the assumed salary escalation, will result in increase to the obligation at a rate that is higher than expected.

Attrition/withdrawal assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact of this will depend on the demography of the company and the financials assumptions.

Regulatory risk:

Any changes to the current Regulations by the Government, will increase (in most cases) or decrease the obligation which is not anticapated. Sometimes, the increase is many fold which will impact the financials quite significantly.

Terms of conditions of transactions with related parties

The transactions with related parties are made in the ordinary course of business and on terms equivalent to those that prevail in arm’s length transactions. The settlement of outstanding balances as at year end occurs in cash.

(Figures in brackets represents previous year figures.)

Refer note 54 for guarantees given to banks on behalf of subsidiaries.

Refer notes 20 and 23 which describes borrowings that are secured against the personal guarantees from certain directors.

43 Employee stock option plans

The Company provides share-based payment schemes to its employees. During the year ended 31 March 2023, Equity Settled ESOP Scheme 2012 (Scheme 2012) and Equity Settled ESOP Scheme 2018 (Scheme 2018) were in existence. The relevant details of the schemes and the grant are as below.

Equity Settled ESOP Scheme 2012 (Scheme 2012) :

On 30 June 2012, the board of directors approved the Equity Settled ESOP Scheme 2012 (Scheme 2012) for issue of stock options to the eligible employees. According to Scheme 2012, two types of options were granted by the Company to the eligible employees viz Growth and Thankyou option and were entitled to 2,194 and 292 options respectively. The options were subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the Company. However in case of Growth options, in addition to this the board may also specify the certain corporate, individual or a combination performance parameters subject to which the option would vest.

Equity Settled ESOP Scheme 2018 (Scheme 2018) :

Equity Settled ESOP Scheme 2018 (Scheme 2018) was approved by shareholders on 25 September 2018, for issue of stock options to the eligible employees. According to Scheme 2018, eligible employees will be granted 190,000 options. The options were subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the Company.

Each vest has been considered as a separate grant with weights assigned to each vesting as per the vesting schedule. The minimum life of a stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised. The expected life has been calculated as an average of minimum and maximum life.

The volatility for periods corresponding to the respective expected lives of the different vests, prior to the grant date has been considered. The daily volatility of the Company’s stock price on stock exchanges over these years has been considered.

44 Financial Instruments:- Financial risk management objectives and policies

The Company’s principal financial liabilities, comprises of loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments in equity shares, advances to related party, trade and other receivables, security deposits, cash and short-term deposits that are derived directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks and advises on financial risks and the appropriate financial risk governance framework for the Company. The board provides assurance to the shareholders that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

A. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

The Company is exposed to following type of market risk:-

a) interest rate risk,

b) foreign currency risk and

c) other price risk

Financial instruments affected by market risk include borrowings and investments.

The sensitivity analyses in the following sections relate to the position as at 31 March 2023 and 31 March 2022.

The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of floating to fixed interest rates of the debt and the proportion of financial instruments in foreign currencies are all constant in place at 31 March 2023.

The analyses exclude the impact of movements in market variables on: the carrying values of employee benefits provisions. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.

a. Interest rate risk.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with fixed interest rates.

b. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

The Company does not hedge its foreign currency exposure, however the sensitivity analysis is given as below for the for the currencies, in which Company has foreign exposure:

c. Other price risk

The Company’s investments are susceptible to market price risk arising from uncertainties about future values of the investment securities.

The price risk related to investment in mutual fund schemes is not significant considering the relatively short tenure of underlying portfolio of the mutual fund schemes in which the Company has invested.

The price risk related to investment in quoted equity instruments is not significant since such investments are not material.

The following table summarises the sensitivity to change in the price of investment in unlisted equity securities (other than investment in subsidiaries and associate) held by the Company:

Commodity risk

Commodity price risk arises due to fluctuation in prices of papers. The Group has risk management framework aimed at prudently managing the risk arising from volatility in the commodity prices. The Group’s commodity risk is managed centrally through well established control processes. Further the selling price of finished goods fluctuates due to fluctuation in price of papers and the Group expects that the net impact of such fluctuation would not be material.

B. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is not exposed to any significant credit risk from its operating activities (primarily trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

The carrying amount of financial assets represent the maximum credit risk exposure.

C. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, and bank loans. The Company’s approach to managing liquidity to ensure , as far as possible, that it will have sufficient liquidity to meet its liability when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company closely monitors its liquidity position and deploys a robust cash management system. The Company manages liquidity risk by maintaining adequate reserves, borrowing liabilities, by continuously monitoring forecast and actual cash flows, profile of financial assets and liabilities. It maintain adequate sources of financing including loans from banks at an optimised cost. The table below provides the details regarding contractual maturities of financial liabilities.

45 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company’s policy is to keep the gearing ratio less than 30%. The Company measures underlying net debt as total liabilities, comprising interest bearing loans and borrowings, excluding any dues to subsidiaries or group companies less cash and cash equivalents. For the purpose of capital management, total capital includes issued equity capital, share premium and all other reserves attributable to the equity holders of the Company, as applicable.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interestbearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023 and 31 March 2022.

The following assumptions/methods were used to estimate the fair values:

i) The fair values of trade receivables, cash and cash equivalents, other current financial assets, trade payable and other current financial liabilities are considered to be same as their carrying values due to their short term nature.

ii) Fair value of quoted financial instruments is based on quoted market price at the reporting date.

iii) The carrying amount of other items carried at amortized cost are reasonable approximation of their fair value.

iv) The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair values of the quoted notes and bonds are based on price quotations at the reporting date.

47. The Company had filed Draft Composite Scheme of Arrangement on 9 January 2018, amongst Blackie & Son (Calcutta) Private Limited ("Blackie”), Nirja Publishers & Printers Private Limited ("Nirja”), DS Digital Private Limited ("DS Digital”), Safari Digital Education Initiatives Private Limited ("Safari Digital”) and S Chand And Company Limited ("S Chand”) and their respective shareholders and creditors (Composite Scheme) with BSE Limited (''BSE'') and National Stock Exchange of India Limited (''NSE'') under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Circular no. CFD/DIL3/CIR/2017/21 dated 10 March 2017 ("SEBI Circular”). The Scheme inter alia includes amalgamation of Blackie & Nirja with and into S Chand, demerger of the education business of DS Digital & Safari Digital with and into S Chand and amalgamation of residual business (after demerger) of DS Digital with and into Safari Digital. The Company had filed the Scheme with NCLT for approval. NCLT had directed to convene meetings of shareholders, secured & unsecured creditors of S Chand and meeting of secured & unsecured creditors of Nirja and DS Digital ("the meetings”) for approval of the Scheme. These meetings were convened through video conferencing on 17 July 2020 and 18 July 2020. Respective creditors and shareholders have approved the Composite Scheme and thereafter Company has filed a second motion application with NCLT for approval of the Composite Scheme. NCLT vide its order dated 31 January 2023 has reserved its order in the aforesaid Composite Scheme and pronouncement of NCLT order is awaited.

48. The Board of Directors of Chhaya Prakashani Limited ("Chhaya”), in its meeting held on 25 June 2020 approved the scheme of amalgamation with Eurasia Publishing House Private Limited ("Eurasia”), both wholly owned subsidiaries of the Company. The scheme of amalgamation was approved by NCLT in April 2022 with an appointed date of 1 April 2020 and accordingly Eurasia has been amalgamated into Chhaya.

50. Segment reporting

Basis of segmentation:

The Company''s primary business segment is reflected based on principal business activities carried on by the Company. The Managing Director has been identified as being the Chief Operating Decision Maker (''CODM'') and evaluates the Company’s performance and allocates resources based on analysis of the various performance indicators of the Company as a single unit.As per Indian Accounting Standard 108, Operating Segments, as notified under the Companies (Indian Accounting Standards) Rules, 2015, the Company operates in one reportable business segment i.e., publishing of books.

Geographical information:

The geographical information analyses the Company''s revenue and trade receivables from such revenue in India and other countries. In presenting the geographical information, segment revenue and receivables has been based on the geographical location of the customer.

52. The Government of India announced the New Education Policy (NEP) 2020 on 31 July 2020, to bring in various changes in the Education system. The National Curriculum Framework (NCF) that defines the curriculum to be taught in schools is yet to be comprehensively formulated based on NEP The Government has approved the NCF for the foundation stage (i.e classes KG-2) on 20 October 2022 and for the remaining classes announcements are expected shortly. The management is continuously monitoring the impact of the policy and the curriculum on the business of the Company.

54. Contingent liabilities i) Claims against the Company not acknowledged as debts ('' in millions)
	As at 31 March 2023	As at 31 March 2022
Claims made by direct tax authorities:
Income Tax demand (refer note ''a'' below)	0.72	0.72
Others:
Stamp duty (refer note ''b'' below)	95.01	95.01
Registration fee (refer note ''b'' below)	9.15	9.15
	104.89	104.89

Notes:

a In respect of Assessment Year 2015-16, a disallowance under section 36(1)(va) read with section 2(24)(x) of the Income Tax Act, a demand has been raised on account of disallowance of payment made towards employee’s contribution to Provident Fund after the due date of payment but before the due date of filling return and disallowance of unexplained expenditure u/s 69 C of the Income Tax Act. The matter is pending with CIT (A). The amount involved is '' 0.72 million (31 March 2022: '' 0.72 million).

b During the year 2015-16, the Company received notice under Indian Stamp Act, 1899 for non-payment of stamp duty on transfer of property on amalgamation and demerger held in the financial year 2011-12. The district registrar contented that order of Hon’ble High Court for amalgamation and demerger does not grants exemption in respect of payment of stamp duty.

During the year 2017-18, the Company has also received a demand notice from the Sub-Registrar under section 80A of the Registration Act, 1908 wherein the authority has directed the Company to pay additional registration fee of '' 9.15 million (31 March 2022: 9.15 million).

As per the legal opinion obtained, management is of the view that no liability would accrue on the Company on account of such case. Accordingly, no provision has been made in the books of account for the same.

c The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its standalone financial statements. The Company also believes that the above issues, when finally settled, are not likely to have any significant impact on the financial position of the Company. The Company does not expect any reimbursements in respect of the above contingent liabilities.

55. During the year, diminution in the carrying value of investment in respect of one of its subsidiary amounting to '' 152.84 million (represented by investment in equity shares) has been made to recognise a decline in the value of its investments in resultant business, other than temporary, in the value of the investment.

Reasons for variance

a. Higher profitability on account of higher sales during the year and normalisation of business post COVID-19 pandemic.

b. Reduced inventory levels owing to planned inventory as per in hand orders, particulary during peak season.

c. Improved realisation due to normalisation of business post COVID-19 pandemic and impact of conservative approach in sales to credit worthy customers.

d. Impact of reduced inventory levels and better liquidity position as a result of improved realisation from customers.

e. Higher earnings available for debt service on account of better sales during the year leading to variance.

f. Increase on account of improved sales during the year on account of normalisation of business post COVID-19 pandemic.

59 Other statutory information

(i) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) The Company does not have transactions with companies struck-off from Register of Companies.

(iii) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the

understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vi) The Company has not received any funds from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company is not declared wilful defaulter by any bank or financial institution or government or any government authority.

60 Figures for the previous period/year have been regrouped /reclassified, wherever necessary, to correspond with the current period/ year classifications/ disclosures. The impact of such reclassification/regrouping is not material to the standalone financial statements.

61 The Board of Directors of the Company have recommended a dividend of INR 3.00 (60%) per equity share of INR 5.00/- each for the financial year ended 31 March 2023 subject to the approval of shareholders.

62 The Company has a non-current investment in DS Digital Private Limited (''DS Digital''), subsidiary of the Company amounting to '' 247.78 million (net of impairment of '' 55.00 million) in form of investment in equity shares and preference shares as at 31 March 2023. Further, there are loans and trade/ other receivables recoverable from DS Digital amounting to '' 163.61 million and '' 53.05 million respectively as at 31 March 2023. DS Digital has been incurring losses since earlier years which have eroded its net worth. Management, based on their internal assessment and based on the guarantee letter received from the principal promoters of the Company, has assessed that the aforesaid recoverable balances are fully recoverable as at 31 March 2023 and hence, no adjustments are required to be made to the standalone financial statements.

Further, the management has filed a composite Scheme of arrangement (''the Scheme'') (refer note 7) having an appointed date as 1 April 2017. As per the Scheme, DS Digital would cease to exist as education business would get demerged into S Chand and the residual business of DS Digital would get merged into Safari Digital. Merger would bring synergies which will help the resulting entity (Safari Digital) to optimize the utilization of resources to exploit the anticipated business opportunities more efficiently leading to financial strengthening. The Scheme has been filed with NCLT and the order has been reserved by NCLT on the hearing conducted as at 31 January 2023.

63 The standalone financial statements were approved for issue by the board of directors on 30 May 2023.

---

Mar 31, 2018

1. Corporate information

S Chand and Company Limited (‘the Company’) is a public company domiciled in India and is incorporated under the provisions of the Companies Act, 1956 applicable in India. The Company has become a Public Limited Company w.e.f. 8^th September 2016 and consequently the name of the Company has changed from S Chand and Company Private Limited to S Chand and Company Limited. Its shares are listed on two recognised stock exchanges in India. The registered office of the Company is located at 7361, Ram Nagar, Qutab Road, New Delhi - 1 10055. These are unconsolidated financial statements and, accordingly, these Indian Accounting Standard (Ind AS) financial statements incorporate amounts and disclosures related to the Company only.

The Company is principally engaged in publishing of educational books with products ranging from school books, higher academic books, competition and reference books, technical and professional books and children Books.

Note: Investment in Subsidiaries include deemed investments of Rs. 10.49 millions (31 March 2017: Rs. 2.43 millions 1 April 2016: Rs. 1.17 millions) due to ESOP granted to employees of subsidiary companies and corporate guarantee given by Holding Company on behalf of subsidiary companies.

* Investment in Chhaya Prakashani Private Limited includes Rs. 657 millions as deemed investment for 38,554 shares presently held by minority shareholders (refer note 14B)

b. Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 5 per share (31 March 2017: Rs. 5 per share and 1 April 2016: Rs. 10 per share). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2017, the amount of per share interim dividend recognized as distributions to equity shareholders at record date of 28 April 2016 was Rs. 25 per share (1 April 2016: Nil).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note:-

a. Term loan from Siemens Financial Limited taken during the financial year 2013-14, carries interest @ 13.75%. The loan is repayable in 36 equal monthly instalments beginning from June’ 2013 onwards. The instalment amount ranges from Rs. 0.18 millions to of Rs. 0.32 millions. The loan is secured by hypothecation of equipments being purchased, currently valued at Rs. 14.45 million. Further the loan has been guaranteed by personal guarantees of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company & demand promissory note issued in favour of lender. The loan has been repaid during the financial year 2016-17.

b. Term loan from Siemens Financial Limited taken during the financial 2014-15, carries interest @ 13.50% to 13.75%. The loan is repayable in 36 equal monthly instalments beginning from August’ 2014 onwards. The instalment amount ranges from Rs. 0.34 million to of Rs. 0.54 million. The loan is secured by hypothecation of assets being purchased, currently valued at Rs. 14.45 million. Further the loan has been guaranteed by personal guarantees of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company & demand promissory note issued in favour of lender. The loan has been repaid during the current year

c. Term loan from Siemens Financial Limited taken during the financial year 2014-15 carries interest @13.50% . The loan is repayable in 36 equal monthly instalments of Rs. 0.08 million beginning from April’ 2015. Further the loan has been guaranteed by personal guarantees of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala, Directors of the Company & demand promissory note issued in favour of lender The loan has been repaid during the current year

d. Term loan from Indo Star Capital Finance has been taken during the 2014-15 financial year, carries interest @ 12.50% p.a. to 12.95% p.a. linked to Kotak Bank Base Rate 300 basis points with annual reset. (31 March 2016: 12.85% p.a. to 13.00% p.a.). The loan is repayable in 18 quarterly instalments beginning from December’ 2014 onwards. Till September 2015, instalment amount ranging from Rs. 14 million to Rs. 48.46 million per quarter. On December 2015, Company had made early repayment of loan facility amounting to Rs. 350 million, consequent to that repayment schedule has been revised. The remaining loan amount is repayable in 7 quarterly instalment beginning from September 2017 onwards. The instalment amount is ranging from Rs. 3.23 million to Rs. 48.46 million per quarter. The loan is secured by (i) First and exclusive charge on optionally convertible redeemable debentures of New Saraswati House (India) Private Limited by way of pledge (ii) First and exclusive charge on 98% equity of Vikas Publishing House Private Limited by way of pledge (iii) Second pari passu charge on the entire fixed assets of the Company (iv) Second pari passu charge on all current assets of the Company. Further the loan facility has been secured demand promissory note issued in favour of lender. The loan has been repaid during the current year

e. Term loan from Axis Finance Limited has been taken during the year ended 31^st March 2017 and carries interest @ 11.25 % p.a. linked to the Axis Bank Base Rate . The facility has been taken for a period of 5 years and is repayable in 14 equal quarterly instalments of Rs. 71.43 million beginning from June 2018. The facility has been secured against: (i) second pari passu charge on both present and future current and fixed assets of the Company, (ii) pledge on entire stake to be purchased by the Company i.e., 43.54% of Chhaya Prakashani Private Limited, (iii) pledge on 20% equity shares of the Company by the promoters to be replaced by pledge of 74% shares of Chhaya Prakashani Private Limited acquired by Company and Eurasia Publishing House Private Limited (iv) pledge on 100% equity shares of New Saraswati House (India) Private Limited, subsidiary Company (v) pledge on 100% equity shares of Eurasia Publishing House Private Limited, wholly owned subsidiary company (vi) charge over publishing license/ IPRs as well as brand of New Saraswati and (vii) PDCs for the interest and principal amount. The above securities are to be shared pari-passu with respect to both the facilities of Axis Finance Limited in borrower i.e., the Company and its wholly owned subsidiary Company Eurasia Publishing House Private Limited. Furthermore, on acquisition of balance shares of Chhaya Prakashani Private Limited, the balance shares and the publishing license as well as the brand is to be charges to Axis Finance Limited.

Moreover, the sanction letter also contains the mandatory prepayment terms as follows:

- Any change in ownership structure and / or management control of borrower companies i.e., the Company and Eurasia Publishing House Private Limited and security providers i.e., New Saraswati House (India) Private Limited and Chhaya Prakashani Private Limited;

- Proceeds from any third party by way of further equity/debt infusion into borrower companies i.e., the Company and Eurasia Publishing House Private Limited;

- Rating downgrade

- Merger events

- Interest reset event, in case borrower is not agreeable with the revised interest rates.

The Company had disclosed this under the Objects Clause of the Prospectus filed with SEBI , hence the Term loan has been disclosed as “short term” under current maturities of long term borrowings. The Company listed on NSE and BSE on completion of Initial Public Offering (“IPO”) on May 9, 2017 . The loan has been repaid during the financial year 2017-18.

f. Vehicle loans have been taken from HDFC Bank, ICICI Bank and Vijaya Bank and carry interest @ 10.00% to 12.00%. The loan is repayable in 36 to 60 equal monthly instalments ranging from Rs. 4,348 to Rs. 99,400. The loan is secured by hypothecation of respective vehicles.

g. Vehicle loan taken during 2016-17 from Daimler Financial, carry interest @ 9.81% p.a. The loan is repayable in 36 equal monthly instalments of Rs. 0.13 million. The loan is secured by hypothecation of respective vehicle.

h. Vehicle loan taken during the current year from Yes Bank Ltd, carry interest @ 8.90% p.a. The loan is repayable in 60 equal monthly instalments of Rs. 17,740 to Rs. 25,990). The loan is secured by hypothecation of respective vehicle.

Note :-

a. Working capital demand loan from HDFC Bank Limited (under Multiple Banking Arrangement with DBS , IndusInd Bank, Kotak Mahindra Bank, Standard Chartered Bank ) is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets of the Company and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwla , Directors of the Company upto 9 June 2017 & Corporate Guarantee of Nirja Publishers & Printers Private Limited. This loan carries interest rate ranging from 8.50 % to 9.50 % p.a. (31 March 201 7: 9.25 % to 10.25 % p.a.).

b. Working capital demand loan from Kotak Mahindra Bank (under Multiple Banking Arrangement with DBS , IndusInd Bank, HDFC Bank, Standard Chartered Bank ) is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets (other than those exclusively charged to other lender, if any) of the Company and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwla ,Directors of the Company upto 7 November 2017 . This loan carries interest rate ranging from 8.60 % to 11.35% p.a. (31 March 201 7: 9.35 % to 11.35% p.a.).

c. Working capital demand loan from Standard Chartered Bank (under Multiple Banking Arrangement with DBS , IndusInd Bank, HDFC Bank, Kotak Mahindra Bank ) is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets (other than those exclusively charged to other lender, if any) of the Company and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwla ,Directors of the Company upto 4 August 2017 . This loan carries interest rate ranging from 8.60 % to 9.15 % p.a. (31 March 201 7 9.1 5% to 10.75% p.a.).

d. Working capital demand loan from DBS Bank Limited (under Multiple Banking Arrangement with HDFC Bank, IndusInd Bank, Kotak Mahindra Bank, Standard Chartered Bank ) is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets (other than those exclusively charged to other lender, if any) of the Company and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwla ,Directors of the Company Upto 7 November 2017. This loan carries interest rate ranging from 8.45% to 9.25 % p.a (31 March 201 7 9.1 5% to 9.50 %).

e. Working capital demand loan from DCB Bank Limited taken during the year 2016-17, is secured by way of subservient charge on the entire existing and future current assets and movable fixed assets of the Company. This loan carries interest rate of 9.35% p.a. The loan has been repaid in the Financial Year 2017-18.

f. Cash credit from IndusInd Bank Limited (under Multiple Banking Arrangement with DBS , Standard Chartered Bank , HDFC Bank, Kotak Mahindra Bank ) is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets of the Company and personal guarantee of Mr. Himanshu Gupta , Directors of the Company. It carries interest rate ranging from 10% p.a. (31 March 2017: 12.10 % to 12.35% p.a.).

g. Cash credit from Kotak Mahindra Bank (under Multiple Banking Arrangement with DBS , IndusInd Bank, HDFC Bank, Standard Chartered Bank ) is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets (other than those exclusively charged to other lender, if any) of the Company and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwla ,Directors of the Company upto 7 November 2017. This carries interest rate ranging from 10.85% to 11.05% p.a. (31 March 2017: 11.08% to 11.22% p.a.).

h. Cash credit from Standard Chartered Bank (under Multiple Banking Arrangement with DBS , IndusInd Bank, HDFC Bank, Kotak Mahindra Bank ) is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets (other than those exclusively charged to other lender, if any) of the Company and personal guarantee of personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwla ,Directors of the Company upto 4 August 2017. This carries interest rate ranging from 8.60% to 11.15%. (31 March 201 7: 10.75% to 11 % p.a.).

i. Cash Credit from HDFC Bank Limited (under Multiple Banking Arrangement with DBS , IndusInd Bank, Kotak Mahindra Bank, Standard Chartered Bank ) is secured by way of first pari passu charge on the entire existing and future current assets and movable fixed assets of the Company and personal guarantee of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwla , Directors of the Company upto 9 June 2017 & Corporate Guarantee of Nirja Publishers & Printers Private Limited. This carries interest rate ranging from 9.50 % to 11.25% p.a. (31 March 201 7: 1 1.25 % to 11.30 % p.a.).

2. Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the year

Diluted EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all dilutive potential equity shares into equity shares.

The following reflects the income and share data used in the basic and diluted EPS computations

3. Significant accounting judgements, estimates and assumptions

The preparation of the Company’s financial statements in conformity with the Indian Accounting Standards requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures (including contingent liabilities). The management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

A. Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Operating lease commitments - Company as a lessee

The Company has entered into lease agreements with lessor and has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the fair value of the asset, that it does not retains the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.

B. Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

Taxes

Deferred tax assets are recognised to the extent it is probable that taxable profits will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Defined benefit plans (gratuity)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds with term that correspond with the expected term of the defined benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note 33.

Provision for trade receivable

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the receivable balances and historical experience adjusted for forward-looking estimates. Individual trade receivables are written off when management deems them not to be collectible. For details of allowance for doubtful debts please refer Note 5c.

Impairment of non-financial assets

The carrying amounts of the Company’s non-financial assets, other than deferred tax assets, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit (‘CGU’) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (‘CGU’).

Market related information and estimates are used to determine the recoverable amount. Key assumptions on which management has based its determination of recoverable amount include estimated long term growth rates, weighted average cost of capital and estimated operating margins. Cash flow projections take into account past experience and represent management’s best estimate about future developments.

4. Gratuity and other post-employment benefits plan

The Company has a defined benefit gratuity plan. Under the gratuity plan, every employee who has completed atleast five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service or part thereof in excess of six months subject to a maximum of Rs. 2 million. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following tables summarize the components of net benefit expense recognised in the profit and loss account and amounts recognized in the balance sheet for Gratuity Plan.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

5. Leases

Operating lease: company as lessee

a. The Company has taken premises for office use under cancellable operating lease agreements. The total lease rentals recognized as an expense during the year under the above lease agreements aggregates to Rs. 107.87 million (31 March 2017: Rs. 101.35 million). These lease have average life of between one to nine years. There are no restrictions imposed by the lease agreements. There are no sub leases.

b. The Company has taken vehicle for office use under cancellable operating lease agreements. The total lease rentals recognized as an expense during the year under the above lease agreements aggregates to Rs. 1 million (31 March 2017: Rs. 1.82 million). There are no restrictions imposed by the lease agreements. There are no sub leases.

6. Employee stock option plans

The Company provides share-based payment schemes to its employees. During the year ended March 31, 2018 an employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below.

On 30 June 2012, the board of directors approved the Equity Settled ESOP Scheme 2012 (Scheme 2012) for issue of stock options to the eligible employees. According to the Scheme 2012, two types of options are granted by the Company to the eligible employees viz Growth and Thankyou option and will be entitled to 2,194 and 292 options respectively. The options are subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the company. However in case of growth options, in addition to this the board may also specify the certain corporate, individual or a combination performance parameters subject to which the option would vest. The other relevant terms of the grant are as below:

Equity shares of Rs. 10 each were subdivided into 2 equity shares of Rs. 5 each as per resolution passed by shareholders at extraordinary general meeting dated 20 April 2016. Further, bonus shares were issued to the shareholders in the ratio of 73:1 as per resolution passed at extraordinary general meeting (EGM) dated 20 April 2016. The effect of share split and bonus issue on exercise price, fair value at the time of grant and weighted average exercise price on options granted till March 31, 2018 is as below:

Each vest has been considered as a separate grant with weights assigned to each vesting as per the vesting schedule. The minimum life of a stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised. The expected life has been calculated as an average of minimum and maximum life.

7. Financial Instruments:- Financial risk management objectives and policies

The Company’s principal financial liabilities, comprise loans and borrowings, trade and other payables . The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments in equity shares and government securities, advances to related party, trade and other receivables, security deposits, cash and short-term deposits that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks and advises on financial risks and the appropriate financial risk governance framework for the Company. The board provides assurance to the shareholders that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

A. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk:-

a). Interest rate risk,

b). currency risk and other price risk, such as equity price risk and

c). commodity risk.

Financial instruments affected by market risk include loans and borrowings, investments, deposits, advances and derivative financial instruments. The sensitivity analyses in the following sections relate to the position as at 31 March 2018 and 31 March 2017.

The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of floating to fixed interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant in place at 31 March 2018.

The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations; provisions. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.

Interest rate risk.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with fixed interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after the impact of hedge accounting. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

b. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

The Company does not hedge its foreign currency exposure, however the sensitivity analysis is given as below for the for the currencies, in which Company has foreign exposure:

B. Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is not exposed to any significant credit risk from its operating activities (primarily trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

The Ageing analysis of trade receivables (net) as of the reporting date is as follows:

C. Liquidity Risk

Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, and bank loans. The company’s approach to managing liquidity to ensure , as far as possible, that it will have sufficient liquidity to meet its liability when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company closely monitors its liquidity position and deploys a robust cash management system. The Company manages liquidity risk by maintaining adequate reserves, borrowing liabilities, by continuously monitoring forecast and actual cash flows, profile of financial assets and liabilities. It maintain adequate sources of financing including loans from banks at an optimised cost. The table below provides the details regarding contractual maturities of financial liabilities.

8. Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the company. The primary objective of the Company’s capital management is to maximise the shareholder value. The Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The primary objective of the company’s capital management is to maximise the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company’s policy is to keep the gearing ratio less than 30%. The Company measures underlying net debt as total liabilities, comprising interest bearing loans and borrowings, excluding any dues to subsidiaries or group companies less cash and cash equivalents. For the purpose of capital management, total capital includes issued equity equity capital, share premium and all other reserves attributable to the equity holders of the Company, as applicable.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2018 and 31 March 2017.

9. Fair Values

The Carrying values of financial instruments by categories is as under:

The fair values of current financial assets like trade receivables, loans and cash & cash equivalents and current financial liabilities like trade payables and other current financial liabilities are considered to be same as their carrying values due to their short term nature.

The carrying amounts of other items carried at amortized cost are reasonable approximation of their fair values.

The Company classifies all its financial assets and financial liabilities to be measured at amortized cost. Hence the company has not classified its financial instruments into three levels of fair value measurement hierarchy in accordance with the relevant accounting standards

The fair value measurement of earn-out consideration is determined using Level 3 inputs. The Company’s earn-out consideration represents a component of the total purchase consideration for its acquisition of Chhaya Prakashani Private Limited. The measurement is calculated using unobservable inputs based on the Company’s own assessment of achievement of certain performance goals by Chhaya Prakashani Private Limited. The Company estimated the fair value of the earn-out consideration to be Rs. 657 million, based on agreed method of computation.

10. The Company has filed Draft Composite Scheme of Arrangement on January 9, 2018, amongst Blackie & Sons (Calcutta) Private Limited, Nirja Publishers and Printers Private Limited, DS Digital Private Limited (“DS Digital”), Safari Digital Education Initiatives Private Limited (“Safari Digital”) and S Chand and Company Limited (Company) and their respective shareholders and creditors (Composite Scheme) with BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) and Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (“SEBI Circular). The eduction business of DS Digital and Safari Digital shall be demerged from respective Companies and will be merged with the Company as part of Scheme of Arrangement. The Company shall file the Scheme with National Company Law Tribunal (NCLT), post approval from BSE and NSE.

11. Corporate Social Responsibility

During the year, the Company has contributed Rs. 1.82 million (31 March 2017: Rs. 2.72 million) out of the total contributable amount of Rs. 5.34 million (31 March 2017: Rs. 3.44 million) in accordance with section 135 read with schedule VII to the Companies Act, 2013 through various trusts and donation of books. Management has not spent the remaining amount of (31 March 2017: Rs. 0.72 million) as CSR committee is yet to identify the activity.

12. Segment reporting

Ind AS 108 establishes standards for the way that companies report information about operating segments and related disclosures about products and services and major customers. The Company’s operations pre-dominantly relate to publishing of books. The Chief Operating Decision Maker (CODM) evaluates the Company’s performance and allocates resources based on analysis of various performance indicators pertaining to business as a single segment. Accordingly the amounts appearing in the financial statements relate to the Company’s single business segment.

13. Information about major customers

Revenue from 1 major customers amounted to Rs. 777.98 million aggregating to 20.68% of total revenue (31 March 2017: Rs. 448.55 million aggregating to 14.19% of total revenue)

14. The Company had made an investment in 410 optionally convertible redeemable debentures of Rs. 1 00,000 each fully paid in Waldorf Integration Solutions Limited (formerly Cityxys Technologies Limited) during the financial year 2007-08 as per the debenture subscription agreement dated 14 May 2007. The debentures were converted into 512,500 optionally convertible or redeemable preference shares during the financial year 2008-09 as per the debenture conversion agreement dated 03 March 2009. These preference shares were redeemable or convertible at the option of the shareholder as per the debenture conversion agreement. The preference shares were due for redemption or conversion during the financial year 2011-12 and the Company opted for redemption of preference shares which the Waldorf Integration Solutions Limited (formerly Cityxys Technologies Limited) failed and defaulted in redeeming the preference shares. The Company had filed a case against Waldorf Integration Solutions Limited (formerly Cityxys Technologies Limited) demanding redemption of the preference shares held by the Company and on March 28, 2018, the Hon’ble Arbitral Tribunal, awarded the case in favour of the Company. The management in consultation with lawyers, has reversed the impairment of Rs. 41 million made in earlier years and recognised the investment at fair value of Rs. 64 million in the current financial year

a Corporate guarantee includes guarantees given by the Company to banks and financial institutions against loans taken by the subsidiaries and associates.

b During the year 2015-16, the Company received notice under Indian Stamp Act, 1899 for non-payment of stamp duty on transfer of property on amalgamation and demerger held in the financial year 2011-12. The district registrar contented that order of Hon’ble High Court for amalgamation and demerger does not grants exemption in respect of payment of stamp duty.

The Company has also received a demand notice from the Sub-Registrar under section 80A of the Registration Act, 1908 wherein the authority has directed the Company to pay additional registration fee of Rs. 9.15 million (31 March 2017: 9.15 million and 1 April 2016: Rs. Nil)

As per the legal opinion obtained, management is of the view that no liability would accrue on the Company on account of such case. Accordingly, no provision has been made in the books of account for the same.

c In respect of Assessment Year 2006-2007, demand was raised due to disallowance of certain expenses under section 14A of the Income Tax Act and also certain penalty proceedings on the above issue. The matter is pending with the Assessing officer. The amount involved is Rs. 0.67 million (31 March 2017: Rs. 0.67 million and 1 April 2016: Rs. 5.68 million).

d In respect of Assessment Year 2015-16 a disallowance under section 36(1)(va) read with section 2(24)(x) of the act, a demand has been raised on account of disallowance of payment made towards employee’s contribution to PF after the due date of payment but before the due date of filling return. The matter is pending with CIT(A). The amount involved is Rs. 0.72 million

15. Standard issued but not yet effective

Ind AS 115 was notified on 28 March 2018 and establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under Ind AS. Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after 1 April 2018. The Company will adopt the new standard on the required effective date using the modified retrospective method. The Company has established an implementation team to implement Ind AS 115 related to the recognition of revenue from contracts with customers and it continues to evaluate the changes to accounting system and processes, and additional disclosure requirements that may be necessary. A reliable estimate of the quantitative impact of Ind AS 115 on the financial statements will only be possible once the implementation project has been completed.

Amendments to Ind 112 Disclosure of Interests in Other Entities: Clarification of the scope of disclosure requirements in Ind AS 112

The amendments clarify that the disclosure requirements in Ind AS 112, other than those in paragraphs B10-B16, apply to an entity’s interest in a subsidiary, a joint venture or an associate (or a portion of its interest in a joint venture or an associate) that is classified (or included in a disposal group that is classified) as held for sale.

Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealised Losses

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognised in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact.

These amendments are effective for annual periods beginning on or after 1 April 2018. These amendments are not expected to have any impact on the Company as the Company has no deductible temporary differences or assets that are in the scope of the amendments.

Appendix B to Ind AS 21 Foreign Currency Transactions and Advance Consideration

The Appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration.

Entities may apply the Appendix requirements on a fully retrospective basis. Alternatively an entity may apply these requirements prospectively to all assets, expenses and income in its scope that are initially recognised on or after:

(i) The beginning of the reporting period in which the entity first applies the Appendix, or

(ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the Appendix.

The Appendix is effective for annual periods beginning on or after 1 April 2018. However, since the Company’s current practice is in line with the Interpretation, the Company does not expect any effect on its financial statements.

Changes in accounting policies and disclosures

New and amended standards and interpretations

The Company applied for the first time certain amendments to the standards, which are effective for annual periods beginning on or after 1 April 2017. The nature and the impact of each amendment is described below:

Amendments to Ind AS 7 Statement of Cash Flows: Disclosure Initiative

The amendments require entities to provide disclosure of changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The Company has provided the information for both the current and the comparative period in Cash Flow Statement.

Amendments to Ind AS 102 Classification and Measurement of Share-based Payment Transactions

The amendments to Ind AS 102 Share-based Payment addresses three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled.”

16. First-time adoption of Ind AS

i). These financial statements, for the year ended 31 March 2018, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31 March 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP). Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31 March 2018, together with the comparative period data as at and for the year ended 31 March 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1 April 2016, the Company’s date of transition to Ind AS.

This note explains exemptions availed by the Company in restating its Previous GAAP financial statements, including the balance sheet as at 1 April 2016 and the financial statements as at and for the year ended 31 March 2017.

Optional Exemptions Applied:

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions.

a). Deemed cost of Property, plant and equipment and Intangible assets

Ind AS 101 permits a first-time adopter, where there is no change in functional currency, to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for decommissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.

Accordingly, the company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

b). Investments in subsidiaries*

As per the requirements of Ind AS 27, company has opted to record its investment in subsidiary at cost. Ind AS 101 provides that while measuring investment at cost, an entity shall measure that investment at one of the following amounts in its separate opening Ind AS Balance Sheet:

(i) cost determined in accordance with Ind AS 27; or

(ii) deemed cost. The deemed cost of such an investment shall be its:-

(a) fair value at the entity’s date of transition to Ind ASs in its separate financial statements; or

(b) previous GAAP carrying amount at that date.

Accordingly, company has opted to record its investment in subsidiary at previous GAAP carrying amount at transition date.

(* Investment in subsidiaries includes investment in subsidiary of holding company)

c). Share based payments

Ind AS 102 Share based payment has not been applied to equity instruments in share based payment transactions that vested before the the date of transition

d). Business Combination

The Company has elected not to apply Ind AS 103 retrospectively to past business combinations i.e. to business combinations that occurred before the date of transition to Ind AS.

ii). Reconciliations

Following reconciliations along with foot notes for the GAAP adjustments is inserted:

- Reconciliation of equity as at 1 April 2016 (the date of transition to Ind AS) (Annexure I)

- Reconciliation of equity as at 31 March 2017 (Annexure IIa)

- Reconciliation of profit and loss for year ended 31 March 2017 (Annexure IIb)

Footnotes to the reconciliation of equity as at 1 April 2016 and 31 March 2017 and profit or loss for the year ended 31 March 2017 are as below:-

1. Under previous GAAP, quoted equity investments and mutual funds were valued at lower of cost and fair value. Under Ind AS, these financial assets have been classified as FVTPL on the date of transition and fair value changes after the date of transition has been recognized in the statement of profit and loss.

2. Under previous GAAP, the Company was accounting employee stock option plans as per intrinsic value method. Under Ind AS, these have been accounted for at fair value as per Ind AS 102. Further, compensation cost of options granted to employees of subsidiary companies have been capitalized with the cost of investments in such subsidiary companies as per Ind AS 102.

3. Under previous GAAP, security deposits given by the Company against lease agreements for office premises at various locations were measured at transaction value ignoring the time value of money. Under Ind AS, these deposits were considered as financial assets and has been valued at amortised cost.

4. Under previous GAAP, goodwill was amortised on straight line basis over a period of 10 years. Under Ind AS, Goodwill is required to be tested for impairment at each reporting date, hence, amount of amortisation made for goodwill under IGAAP has been reversed in the statement of profit and loss or retained earnining.

5. Under previous GAAP, provision was being made on financial assets on incurred loss model. Under Ind AS, provision on financial assets is required to be made as per expected credit loss model considering the expected cash shortfalls from such financial assets and delay in expected realization from such financial assets.

6 Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to statement of profit and loss. Under Ind-AS, remeasurements comprising of actuarial gains and losses are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI.

7 Under Indian GAAP, deferred tax was accounted using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Under Ind AS, entities need to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.

17. Previous period figures

Previous year figures have been regrouped / reclassified, where necessary, to conform to this year’s classification.

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Mar 31, 2017

1. Gratuity benefits plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure @ 15 days of last drawn basic salary for each completed year of service or part thereof in excess of six months. The scheme is funded with Kotak Life Insurance and LIC.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

a. Corporate guarantee includes guarantees given by the Company to banks and financial institutions against loans taken by the subsidiaries.

b. During the year 2015-16, the Company received notice under Indian Stamp Act, 1899 for non-payment of stamp duty on transfer of property on amalgamation and demerger held in the financial year 2011-12. The district registrar contented that order of Hon''ble High Court for amalgamation and demerger does not grants exemption in respect of payment of stamp duty.

During the year, the Company has also received a demand notice from the Sub-Registrar under section 80A of the Registration Act, 1908 wherein the authority has directed the Company to pay additional registration fee of Rs, 9,154,800.

As per the legal opinion obtained, management is of the view that no liability would accrue on the Company on account of such case. Accordingly, no provision has been made in these financial statements.

c. In respect of Assessment Year 2006-2007, demand was raised due to disallowance of certain expenses under section 14A of the Income Tax Act and also certain penalty proceedings on the above issue. The matter is pending with the Assessing officer. The amount involved is Rs, 568,483 (31 March 2016: Rs, 568,483).

In respect of Assessment Year 2014-2015, demand was raised due to disallowance of certain expenses under section 36(1)(va) of the Income Tax Act. The matter is pending with CIT(A). The amount involved is Rs, 103,174 (31 March 2016: Nil).

The Company is contesting the demands and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of this proceeding will not have any impact on the Company''s financial position.

d. There are several legal cases initiated against the Company by the employees for forceful termination, payment of arrears etc. These cases are pending at different labour and civil courts. However, as per the legal opinions obtained, the management of the Company is of the view that no liability would accrue on the Company on account of any such cases. Accordingly, no provision has been made in the books of account for the same.

2. Leases

Operating lease: Company as lessee

a. The Company has taken premises for office use under cancellable operating lease agreements. The total lease rentals recognized as an expense during the year under the above lease agreements aggregates to '' 98,797,734 (31 March 2016: '' 90,074,223). These lease have average life of between one to nine years. There are no restrictions imposed by the lease agreements. There are no sub leases.

b. The Company has taken vehicle for office use under cancellable operating lease agreements. The total lease rentals recognized as an expense during the year under the above lease agreements aggregates to '' 1,821,996 (31 March 2016: 2,053,772). There are no restrictions imposed by the lease agreements. There are no sub leases.

3. Related party disclosure

Related parties and their relationship

Related parties where control exists:

Subsidiary companies : Nirja Publishers & Printers Private Limited

: Safari Digital Education Initiatives Private Limited

: Eurasia Publishing House Private Limited

: Blackie & Son (Calcutta) Private Limited

: BPI (India) Private Limited

: Arch Papier Mache Private Limited (till 8 Dec 2016)

: Vikas Publishing House Private Limited

: DS Digital Private Limited

: New Saraswati (India) Private Limited

: S Chand Edutech Private Limited

: Chhaya Prakashani Private Limited (w.e.f 5 December 2016)

: Indian Progressive Publishing Co. Private Limited (w.e.f 5 December 2016)

: Publishing Services Private Limited (w.e.f 5 December 2016)

Related parties under AS 18 with whom transactions have taken place during the year:

Enterprises over which Key Management Personnel : Hotel Tourist (Partnership firm) or their relatives exercise significant influence

: Raasha Entertainment & Leisure LLP

: S Chand Hotels Private Limited

: SC Hotel Tourist Deluxe Private Limited

: Shaara Hospitalities Private Limited

: S Chand Properties Private Limited

: Shyam Lal Charitable Trust

: Shyamlal Nursing Home & Medical Research Centre Private Limited

: RKG Hospitalities Private Limited

: Smartivity Labs Private Limited (w.e.f. 05 August 2015)

Associate : Edutor Technologies India Private Limited

Key Management Personnel (KMP) & their relatives

- Mrs. Nirmala Gupta : Chair Person and Managing Director (till 20 May 2016)

- Mrs. Savita Gupta : Whole-time Director (till May 20, 2016)

Director (w.e.f. 20 May 2016)

- Mr. Himanshu Gupta : Joint Managing Director (till 20 May 2016)

Managing Director (w.e.f. 20 May 2016)

- Mrs. Ankita Gupta : Whole-time Director (till 20 May 2016)

- Mr. Dinesh Kumar Jhunjhnuwala : Vice Chair Person and Director Finance (till 20 May 2016)

Whole-time Director (w.e.f. 20 May 2016)

- Mrs. Neerja Jhunjhnuwala : Whole time Director (till May 20, 2016)

- Mr. Gaurav Jhunjhnuwala : Director

- Mr. Saurabh Mittal : Chief Financial Officer

- Mr. Jagdeep Singh : Company Secretary (w.e.f. 30 December 2015)

Relatives of KMP : Mr. Ravindra Kumar Gupta

: Mrs. Neerja Jhunjhnuwala (w.e.f. 20 May 2016)

4. Employee stock option plans

The Company provides share-based payment schemes to its employees. During the year ended 31 March 2017, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below.

On 30 June 2012, the board of directors approved the Equity Settled ESOP Scheme 2012 (Scheme 2012) for issue of stock options to the eligible employees. According to the Scheme 2012, two types of options are granted by the Company to the eligible employees viz Growth and Thank you option and will be entitled to 2,194 and 292 options respectively. The options are subject to satisfaction of the prescribed vesting conditions, viz., continuing employment with the company. However in case of growth options, in addition to this the board may also specify the certain corporate, individual or a combination performance parameters subject to which the option would vest. The other relevant terms of the grant are as below:

Each vest has been considered as a separate grant with weights assigned to each vesting as per the vesting schedule. The minimum life of a stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised. The expected life has been calculated as an average of minimum and maximum life. Since the Company is unlisted, the volatility has been considered to be zero.

5. Segment reporting

The Company has only one reportable business segment, which is publishing of books and operates in a single business segment based on the nature of the services, the risk and returns, the organization structure and the internal financial reporting systems. Accordingly, the amounts appearing in the financial statements relate to the Company''s single business segment.

6. During the year 2015-16, the scheme of amalgamation (the scheme) u/s 391-394 of the Companies Act, 1956 and applicable provisions of Companies Act 2013 (to the extent applicable) between Vikas Publishing House Private Limited (transferee) and Rajendra Ravindra Printer Private Limited (transferor), subsidiaries of the Company, was approved by the Hon''ble Delhi High Court w.e.f. 01 April 2014. The Company pursuant to the amalgamation of the transferor company with the transferee company, received a lumpsum consideration of '' 10,000 (rupees ten thousand only) from the transferee company through the issue of 100 equity shares of '' 100 each to the Company. Consequent to that effect, investment made by the Company in transferor company has been merged with the investment made in transferee company.

7. The Company had made an investment in 410 optionally convertible redeemable debentures of ''100,000 each fully paid in Walldorf Integration Solutions Limited (Formerly Citixsys Technologies Limited) during the financial year 200708 as per the debenture subscription agreement dated 14 May 2007. The debentures were converted into 512,500 optionally convertible or redeemable preference shares during the financial year 2008-09 as per the debenture conversion agreement dated 03 March 2009. These preference shares were redeemable or convertible at the option of the shareholder as per the debenture conversion agreement. The preference shares were due for redemption or conversion during the financial year 2011-12 and the Company opted for redemption of preference shares which Walldorf Integration Solutions Limited (Formerly Citixsys Technologies Limited) failed and defaulted in redeeming the preference shares.

The Company had filed a case against Walldorf Integration Solutions Limited (Formerly Citixsys Technologies Limited) demanding redemption of the preference shares held by the Company during the financial year 2014-15, and the matter is pending before the Arbitral Tribunal for adjudication.

The Company after taking appropriate legal advice is reasonably confident w.r.t. outcome of the matter in Company''s favor.

8. During the year, the Company has contributed '' 2,719,186 (31 March 2016: 2,147,000) out of the total contributable amount of ''3,440,000 (31 March 2016: 2,510,667) in accordance with section 135 read with schedule VII to the Companies Act, 2013 through various trusts and donation of books. Management has not spent the remaining amount of '' 720,814 (31 March 2016: 363,667) as CSR committee is yet to identify the activity. Unspent amount has not been provided in books.

9. Previous year figures

Previous year figures have been regrouped / reclassified, where necessary, to conform to this year''s classification.