Shanti Educational Initiatives Ltd

AGM Details

• AGM date/time/mode: 25 Sep 2026, 3:00 PM IST, via VC/OAVM.
• Deemed venue: Registered Office; no physical attendance.
• Record date for voting: 18 Sep 2026.
• Last date for postal ballots: 25 Sep 2026.

Key Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for FY2025-26; Passed.
• Ordinary: Re-appointment of Komal Bajaj as Director; Passed with 99.9952% in favour.
• Ordinary: Material Related Party Transactions (Tables A1-A2); Passed.
• Ordinary: Related party transactions with Chiripal Charitable Trust; Passed.

Voting Details (RPT notes)

• Promoter votes not counted for related-party resolutions; results based on public votes.

Dividend

• No dividend proposed or declared.

Directors / Management Changes

• Komal Bajaj re-appointed as Director (retiring by rotation).

Material Related Party Transactions

• RPTs with related parties approved; promoter group votes disregarded for calculations.
• RPT with Chiripal Charitable Trust approved.

AGM Details

• Date, time, mode: 25 Sep 2026, 3:00 PM IST; VC/OAVM.
• AGM concluded at 3:35 PM IST; quorum present.
• E-voting window: 22-24 Sep 2026.

Agenda & Documentation

• Notice, Board Report, Auditors Report, and audited financial statements presented.

Auditor Report

• Auditor's report had no qualifications or observations.

Directors & Attendees

• Directors present: MD, Chairman/WD, Non-Executive Director, and Independent Directors.

AGM & AR Access

• AGM scheduled for 25 September 2026 at 3:00 PM IST via VC/OAVM.
• Integrated Annual Report for FY2025-26 available online at seil.one.
• AR link provided: https://seil.one/investor-relation/annual-reports/
• Unregistered email holders will receive the AR access link.

KYC & Dematerialization

• KYC update reminder under SEBI circular; PAN, address, mobile, bank details required.
• Physical securities dematerialization mandated; email update optional.
• Queries to MUFG Intime helpdesk: web.in.mpms.mufg.com/helpdesk/Service_Request.html.

Record Date for AGM Voting

• Record date for AGM voting: 18 September 2026; AGM on 25 September 2026 at 3:00 PM.

Overview

• Standalone BRSR filed for FY2025-26; reporting boundary is standalone.
• Education services account for 100% of turnover.
• Operations are in India with two national offices across six states.
• CSR is applicable under Companies Act 2013; CSR turnover and net worth disclosed.

Key ESG Risks & Opportunities

• Data privacy and cybersecurity pose material risk; mitigated by encryption, restricted USB use, and policy.
• Human capital management risk due to high turnover; mitigated by positive environment and appraisals.
• Innovation and quality present growth opportunities; company plans initiatives to improve products and services.
• Business ethics and governance provide positive impact; Code of Conduct and whistleblower policy in place.
• Community development offers positive externalities; engagement can strengthen brand and customer base.

Governance & Policy Highlights

• Risk Management Committee oversees ESG-related decisions.
• Board-approved policies include whistleblower policy and Code of Conduct with anti-corruption measures.
• No penalties or regulatory actions reported in FY2025-26.
• Policies are translated into procedures and accessible online at seil.one/investor-relation/policies/.
• Policy coverage extends to governing body; anti-bribery policy exists.

Social Responsibility & Workforce

• Permanent employees total 102; the company notes no direct workers, using contracted services.
• Gender diversity: board 33% women; KMP 25% women.
• Turnover: permanent employee turnover 59% in FY2025-26; higher than prior year.
• Health and safety: LTIFR zero; 0 fatalities; 100% sites assessed.
• Remuneration: median pay and breakdown by role/gender disclosed.
• Well-being: 92% of employees trained on health/safety; 83% on skill upgradation.
• Grievance channels: Whistle-blower, POSH and Code; confidential reporting via dedicated email.
• Union membership: 100% of permanent staff affiliated with associations/unions.
• Complaints: 0 sexual harassment; 0 POSH complaints; 0 conflict-of-interest complaints.

Environmental Performance

• Energy consumption: total energy use zero; no renewable energy share.
• Water withdrawal and consumption zero.
• GHG emissions: Scope 1 not reported; external air-quality monitoring conducted annually.
• Waste generation reported as zero across categories; no hazardous waste.
• External air quality monitoring: annual assessments by Standard Environment Management Systems.

Stakeholder Engagement & Complaints

• Stakeholders: investors, customers, employees, suppliers, regulators.
• Investors engaged quarterly via website updates.
• Customers engage through advertising; feedback collected via multiple channels.
• Employees engaged via email; focus on learning, wellbeing, safety, and diversity.
• Suppliers/Partners engaged via email; ensure contract compliance.
• Regulators engaged via email; compliance reporting.
• Complaints: 0 unresolved complaints across principles; whistleblower policy accessible online.
• POSH complaints: zero; sexual harassment complaints: zero.

Other Notable Metrics

• MSME procurement share: 19% from MSMEs; 81% from within the district.
• Affiliations: 1 trade association; Confederation of Indian Industry at national level.
• No data breaches; 0% exposure of PII.
• Cybersecurity policy available online.
• Median remuneration data disclosed; gender-based pay details for BoD, KMP, and employees.
• Export turnover: 0% of total turnover.
• CSR turnover: INR 2,348.86 Lakhs; net worth: INR 7,582.77 Lakhs.
• Subsidiaries: Little Marvels (100%), Uniformverse (50.49%), Shanti Learning Initiatives (100%).

Financial snapshot

• Standalone revenue from operations: 2348.86 Lakhs; YoY decline from 2632.21 Lakhs.
• Standalone EBITDA: 801.91 Lakhs; EBITDA margin 34.14%.
• Standalone PAT: 553.17 Lakhs; PAT margin 23.55%.
• Consolidated revenue from operations: 5942.96 Lakhs; Consolidated PAT: 589.22 Lakhs.
• Net debt at year-end: -94.82 Lakhs; net debt to equity: 0x.
• Dividend: no dividend declared for FY2025-26.
• Share capital: Authorized 30 Crore; Paid-up 16.10 Crore.

Operations and brands

• 350+ preschool centres across 74+ cities under Shanti Juniors and Little Marvels.
• WSRO trained 25,000+ students; global footprint across 10 countries.
• Keystone Global represents 500+ universities across 10 countries.
• UniformVerse in-house manufacturing with School Shack; multi-channel distribution (bulk, online, retail, on-campus).
• Catalyzer licensed with FranklinCovey Education for leadership training.
• Six brands under SEIL platform delivering education solutions.

Strategic actions and M&A

• On 2 Mar 2026, proposed merger with GREW Energy approved by Boards.
• Scheme transfers SEIL education undertakings to SLIPL; GEPL amalgamates with SEIL.
• Share exchange: 100 GEPL shares for 212 SEIL shares; GREW Energy to be listed on a recognized exchange.
• SEIL education business to continue as a distinct entity post-merger.

Capital structure and capital allocation

• Authorized share capital remains 30 Crore; paid-up capital 16.10 Crore.
• Dividend policy adopted; no dividend declared in the year.
• Reserves and surplus; no general reserves created; profits transferred to surplus.
• AGM date: 25 September 2026 (VC/OAVM).
• Material subsidiaries include Little Marvels Pvt Ltd and Shanti Learning Initiatives Private Limited; Uniformverse Pvt Ltd as a subsidiary.

Governance, risk and controls

• Board of six directors; three independent; MD and WTD; CFO and Company Secretary.
• Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee, CSR Committee.
• Statutory auditors: Nahta Jain & Associates; Internal auditors: Jhaveri Shah & Co; Secretarial Auditor: K Jatin & Co.
• Board and committees meet with attendance disclosed; no defaults reported.

CSR and ESG governance

• CSR Committee formed on 21 May 2025; CSR policy adopted; policy available on website.
• CSR expense for 2025-26: 0.99 Crore; projects include education and health initiatives.
• BRSR disclosed; no material non-compliances; 0 sexual harassment complaints recorded.
• The company intends to pursue net-zero strategy and ongoing ESG governance.

Related party transactions and subsidiaries

• Material RPTs disclosed with Chiripal Charitable Trust; approvals obtained from Audit Committee and Board.
• Subsidiaries include Little Marvels Pvt Ltd (Wholly Owned), Shanti Learning Initiatives Private Limited (Wholly Owned), Uniformverse Private Limited (subsidiary).

Outlook and risks

• Management cites macroeconomic headwinds; expansion of online courses and certification programs.
• Plan to broaden school management, career counseling, and enterprise learning offerings; technology-enabled uniform distribution.

Subsidiaries and investment posture

• Wholly-owned: Little Marvels Pvt Ltd; Shanti Learning Initiatives Private Limited.
• Uniformverse Private Limited is a significant subsidiary; 50.49% stake disclosed.
• Keystone Global and WSRO networks provide global university and robotics ecosystem leverage.

AGM details

• AGM: 25 September 2026, 03:00 PM IST, via VC/OAVM.
• Record date for entitlement: 18 September 2026.
• Remote e-voting window: 22–24 September 2026.
• Deemed venue: registered office; AGM via VC/OAVM.

Key resolutions

• Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appointment of Komal Bajaj as Director (retiring by rotation).
• Approve material related party transactions with related parties per policy.
• Approve related party transactions with Chiripal Charitable Trust up to specified limits.

Material related party transactions

• Vijay Subham Contrade Pvt Ltd: unsecured loans/advances; up to ₹15 crore; ~28% of prior turnover.
• Kautilya Traders Pvt Ltd: unsecured loans/advances; up to ₹15 crore; ~28% turnover.
• Chiripal Charitable Trust: unsecured loans/advances; up to ₹10 crore; ~18% turnover.

Director changes

• Komal Bajaj to be reappointed as Director per Companies Act, remuneration NIL.