DIRECTORS' REPORT

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

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

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

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

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

4. CHANGE IN BUSINESS:

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

5. DIVIDEND DECLARATION:

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

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

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

7. TRANSFER TO RESERVES:

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

8. SHARE CAPITAL:

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

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

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

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

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

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

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

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

> Composition & Constitution of Board of Directors:

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

* Excluding struck off companies and amalgamated companies.

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

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

> Board Meetings

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

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

The necessary quorum was present for all the meetings.

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

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

> Change in the Board Composition

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

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

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

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

> Re-appointment of Director retiring by rotation

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

> Re-appointment of Executive Directors in ensuing
AGM

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

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

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

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

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

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

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

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

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

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

> Code of Conduct for Directors and Senior Management

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

14. CHANGE IN REGISTERED OFFICE:

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

15. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year 31st March 2026 and of the profit and loss of the company for period
ended 31st March, 2026;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

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

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

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

16. COMMITTEES OF THE BOARD:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10. Disclosure of any related party transactions;

11. Qualifications in the draft audit report.

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

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

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

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

16. Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

25. Reviewing the functioning of the Whistle Blower
Mechanism;

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

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

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

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

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

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

Vigil Mechanism / Whistle Blower Policy:

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

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

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

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

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

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

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

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

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

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

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

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

The terms of reference of the Committee are:

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

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

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

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

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

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

17. BOARD PERFORMANCE EVALUATION:

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

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

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

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

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

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

18. BOARD SKILLS/EXPERTISE/COMPETENCIES:

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

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

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

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

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

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

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

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

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

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

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

> PENALTIES, PUNISHMENTS AND

COMPOUNDING OF OFFENCES

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

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

20. DEPOSIT:

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

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

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

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

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

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

23. ANNUAL RETURN:

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

24. TRANSACTIONS WITH THE RELATED PARTIES:

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

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

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

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

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

25. RISK ASSESSMENT AND MANAGEMENT:

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

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

26. POLICYONDETERMINATIONOFMATERIALITY
OF EVENTS AND INFORMATION:

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

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

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

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

28. CREDIT RATING:

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

29. HUMAN RESOURCES & PARTICULARS OF
EMPLOYEES:

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

Managerial Remuneration and Statutory Disclosures:

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

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

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

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

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

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

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

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

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

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

Composition of the Internal Complaint Committee:

Summary of Complaints Filed and Redressed:

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

B. Technology Absorption:

35. COMPLIANCE OF SECRETARIAL STANDARDS:

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

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

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

37. CORPORATE GOVERNANCE:

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

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

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

38. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

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

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

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

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

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

39. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

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

40. STATUTORY AUDITORS AND THEIR REPORT:

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

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

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

41. REPORTING OF FRAUD BY AUDITORS:

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

42. SECRETARIAL AUDITORS AND THEIR REPORT:

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

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

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

43. CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS:

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

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

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

44. INTERNAL AUDITORS AND THEIR REPORT:

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

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

45. COST RECORDS AND AUDIT:

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

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

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

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

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

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

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

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

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

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

50. WEBSITE:

Pursuant to Regulation 46 of the SEBI (Listing

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

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

51. SHAREHOLDING OF DIRECTORS:

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

52. ACKNOWLEDGEMENT:

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

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

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

b) FINANCIAL CALENDAR FOR THE YEAR 2025-26:

c) DETAILS OF POSTAL BALLOT:

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

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

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

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

(NSE Emerge Platform)

Exchange Plaza, C-1, Block G,

Bandra-Kurla Complex, Bandra (East)

Mumbai - 400051
NSE Symbol: CHETANA
ISIN: INEOU1T01012

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

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

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

g) MEANS OF COMMUNICATION:

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

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

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

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

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

h) REGISTRAR AND SHARE TRANSFER AGENT (RTA):

MUFG INTIME INDIA PRIVATE LIMITED

(Formerly known as Link Intime India Private Limited)

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

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

Fax: 91 22 6263 8299

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

i) SHARE TRANSFER SYSTEM:

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

j) DISTRIBUTION OF SHAREHOLDING:

Nominal Value of Shares: ?10/-

k) DEMATERIALIZATION OF SHARES:

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

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

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

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

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

n) FEES PAID TO STATUTORY AUDITOR:

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

o) REPORT ON CORPORATE GOVERNANCE:

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

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

Sd/- Sd/-

Anil Jayantilal Rambhia Rakesh Jayantilal Rambhia

Chairman & Managing Director Whole Time Director

DIN: 00332241 DIN: 00332208

Date: 07-08-2026
Place: Mumbai