S Chand and Company Ltd

S Chand and Company Ltd — Trading window closed from October 01, 2026 until 48 hours after the declaration of unaudited financial results for the quarter and half year ended September 30, 2026

AGM details

• AGM conducted via video conferencing on September 23, 2026 at 03:14 PM.
• 135 members attended through VC; no physical attendance.

Resolutions and outcomes

• Item 1: ordinary resolution for adoption of standalone financial statements.
• Five resolutions were put to vote; all passed with the requisite majority.

AGM Details

• AGM held on 23 September 2026 at 03:14 PM via VC/OAVM.
• Meeting concluded at 03:57 PM; remote e-voting open Sep 19–22, 2026.
• Voting lines remained open for 15 minutes after the meeting.
• Auditors' reports had no qualifications on standalone or consolidated financials.

Resolutions

• Resolution 1 (Ordinary): Adopt standalone financial statements; outcome pending; results to be declared within 2 working days.
• Resolution 2 (Ordinary): Adopt consolidated financial statements; outcome pending; results to be declared within 2 working days.
• Resolution 3 (Ordinary): Final dividend of Rs 4 per share approved.
• Resolution 4 (Ordinary): Re-appointment of Savita Gupta (retiring by rotation) approved.
• Resolution 5 (Ordinary): Re-appointment of Walker Chandiok & Co LLP as statutory auditors approved.

Financial performance

• Standalone revenue ₹7,987.46m, up 11% YoY.
• EBITDA ₹1,449m, margin 18.1%.
• Standalone PAT ₹731m, up 21%.
• Operating income ₹861m, up YoY.
• Net cash position ₹1,048m; cash flow ₹747m.

Strategic developments

• Completed CPD Singapore acquisition; expands international curriculum offerings.
• Content licensing revenues ₹318m, up 60% YoY.
• Mylestone refreshed; adopted by 650+ schools; ZEN expanded to 500+ schools.
• Formed partnerships with Allied, Penguin, Jump Maths, Discovery, Money Prep, Speedlabs.
• India network: 4,000+ channel partners; 45,000+ schools.

Outlook and growth priorities

• FY2026-27: operating revenues up 10-15%; EBITDA 17-19%.
• Content licensing target >₹400m revenues; AI-enabled monetization focus.
• Expand curriculum portfolio; strengthen digital education.
• Pursue inorganic opportunities to fill portfolio gaps.
• Leverage CPD Singapore for regional growth.

Capital structure and liquidity

• Standalone borrowings ₹530m; cash ₹460m; undrawn facilities ₹670m.
• Consolidated liquidity remains healthy; gearing comfortable.
• Interim dividend ₹4 per share; proposed as final for 2025-26.

Governance and risk

• Walker Chandiok & Co LLP re-appointed as statutory auditors for 5 years.
• Internal and secretarial audits completed with no material qualifications.
• CSR spend ₹32.81 lakh; CSR committee active.
• Risk management framework in place; addresses curriculum/regulatory shifts.

Subsidiaries and investments

• 11 subsidiaries; CPD Singapore becomes step-down subsidiary via NSH.
• Notable subsidiaries: Chhaya Prakashani, Vikas Publishing, New Saraswati House.
• Strategic stakes in Smartivity and ixamBee; growth in digital ventures.
• Nil material off-balance changes; related party transactions at arm’s length.

Regulatory and CSR highlights

• CSR spend aligned with Schedule VII; details disclosed in CSR Annexure.
• Board and committees function per SEBI LODR; disclosure controls in place.
• Secretarial and compliance standards adhered; no major non-compliance reported.

AGM Details

• 55th AGM on Sept 23, 2026 at 03:00 PM IST via video conferencing.
• Voting cut-off date: Sept 16, 2026.
• Remote e-voting window: Sept 19–Sept 22, 2026.
• Interim dividend of Rs 4 per share paid; treated as final dividend.
• Scrutinizer appointed: Mr. R.S. Bhatia for e-voting.

Key Resolutions

• Adopt standalone audited financial statements for year ended March 31, 2026.
• Adopt consolidated audited financial statements for year ended March 31, 2026.
• Treat interim dividend as final dividend for the year.
• Re-appoint Savita Gupta as director liable to retire by rotation.
• Re-appoint Walker Chandiok & Co LLP as statutory auditors for five-year term.
• Remuneration to be fixed; Audit Committee authorized to revise terms.
• Term: second five-year consecutive term from forthcoming AGM to the 60th AGM.

Dividend

• Interim dividend of Rs 4 per equity share was paid and is proposed to be treated as final dividend.

Director Changes

• Savita Gupta to be re-appointed as director liable to retire by rotation.

Auditor Appointments

• Walker Chandiok & Co LLP re-appointed as statutory auditors for a second five-year term.
• Proposed audit fees for FY 2026-27: Rs 7 million; future fees to be mutually decided.

Voting Results

• Voting results are not disclosed in this filing.

Financial Performance

• Consolidated revenue: Rs1,145 million in Q1 FY27, up 12% YoY.
• EBITDA loss: Rs97 million; PAT loss: Rs187 million.
• Tax adjustment: higher tax due to one-time adjustment elevated PAT losses.
• Content Licensing revenue in quarter: Rs91 million.
• Ending Q1 cash balance: Rs1,182 million; after Rs141 million dividend.
• Highest net cash balance in company history.
• Receivable days stable; Middle East collections hampered; normalization expected.
• Inventory higher due to early paper purchases.

Operating Update

• Q1 FY27: School Education segment strong; Mylestone, My Zen, SmartK, Solid Steps adopted.
• Allied, Jump Maths, Penguin, Speedlabs partnerships strengthened product offering.
• Madhubun partnered with IIT Madras Pravartak Foundation and BodhBridge Education for future-ready skills.
• NCERT new syllabus adoption expected; full adoption in FY27.
• CPD Singapore acquisition: Q1 contribution around Rs1 crore; aims to cross SGD 1 million by year-end.
• India-focused international expansion: targeting 1,000+ international schools; marketing started.

Balance Sheet & Cash Flow

• Receivable days are stable; Middle East collections hampered, normalization expected.
• Paper purchases advanced to pre-empt price increases; increases raw material and finished goods inventory.
• Net working capital days slightly higher due to higher inventories.
• Dividend distribution of Rs141 million during the quarter.

Projects & Capex

• State-of-the-art printing and binding facility: half completion this year; rest next year.
• Partial operations expected from September-October; full rollout next year.
• Infrastructure expected to boost productivity, quality, and capacity for future growth.

Outlook & Guidance

• FY27 operating revenues guidance: 10-15% growth.
• EBITDA margin guidance: 17-19%.
• M&A opportunities evaluated; target investments around Rs40-50 crore.
• Content Licensing target: revenues in excess of Rs400 million; clients to grow from 5 to 10 this year.
• Content Licensing run-rate: Rs14 crore to date; Q1 Rs9 crore; Cross Rs40 crore by year-end.
• Buyback: market buyback being considered; decision expected by October.

Q&A Highlights

• Mylestone and Zen adoption: 650+ and 500+ schools; full-year revenue around Rs55-60 crore.
• CPD Singapore: Q1 contribution ~Rs1 crore; targeting SGD 1 million by year-end.
• Acquisitions: opportunities in test prep and school space; total size Rs40-50 crore at max.
• Buyback timeline: decision by October; market buyback actively considered.
• Goodwill: impairment unlikely now; potential impairment only if exceptional income arises.
• Core growth: steady-state 10-12%; acquisitions could lift beyond this; 3-4% volume growth; 4-5% price growth.

Meeting Details

• Date and time: Aug 11, 2026 at 12:30 P.M.
• Type and mode: group virtual conference call (analysts and investors)
• Event: Q1FY27 Investor/Analyst conference call
• Availability: audio recording available on company website

Participants

• Company management participation not specified in filing

Purpose

• Discuss Q1FY27 results for quarter ended Jun 30, 2026 and related investor presentation