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SHANTI EDUCATIONAL INITIATIVES LTD.

07 November 2025 | 11:31

Industry >> Education - Coaching/Study Material/Others

Select Another Company

ISIN No INE440T01028 BSE Code / NSE Code 539921 / SEIL Book Value (Rs.) 4.31 Face Value 1.00
Bookclosure 21/08/2024 52Week High 200 EPS 0.44 P/E 251.20
Market Cap. 1773.68 Cr. 52Week Low 63 P/BV / Div Yield (%) 25.55 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company" or "SEIL"), along with the audited financial statements, for the
financial year ended 31st March, 2025.

FINANCIAL RESULTS:

The financial statements for the financial year ended 31st March, 2025, forming part of
this Annual Report, have been prepared in accordance with the Indian Accounting
Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2024-25
are provided below:

? in Lakhs

Standalone

Consolidated

Particulars

As on
31.03.2025

As on
31.03.2024

As on
31.03.2025

As on
31.03.2024

Sales/Income from operations

2632.21

1429.57

6672.57

1904.80

Other Income

348.92

377.57

418.91

378.11

Total Income

2981.13

1807.13

7091.48

2282.91

Operating expenditure

2008.12

1339.32

5976.53

1761.82

Depreciation

50.60

25.79

130.10

42.61

Total expenses

2058.72

1365.11

6106.63

1804.43

Profit Before Tax

922.41

442.03

984.84

478.48

Share of Profit/Loss of
Associates

--

--

--

18.03

Tax

259.70

124.22

270.49

131.51

Profit for the year

662.71

317.81

714.36

365.00

EPS

a) Basic

b) Diluted

o o

45> 45>

0.20

0.20

o o

45> 45>
4s> 4s>

0.23

0.23

STATE OF COMPANY'S AFFAIRS AND PERFORMANCE OF THE COMPANY DURING
THE YEAR:

State of Affairs of the Company:

At SEIL, we specialize in offering strategic solutions that cater to a diverse range of
educational institutions, spanning from preschool levels through post-graduation.

Additionally, we extend our expertise to include the establishment and management of
schools, addressing the unique needs of aspiring individuals.

Standalone Operating Results:

Your Company's total income for the year 2024-25 is Rs. 2981.13 Lakhs compared to last
year's income of Rs. 1807.13 Lakhs. The Profit before Tax (after depreciation) during the
year under review is Rs. 922.41 Lakhs as compared to previous year's figure of Rs.
442.03 Lakhs. Your Company has earned Net Profit of Rs. 662.71 lakhs against the Net
Profit of Rs. 317.81 lakhs during the previous year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its
Subsidiaries) has earned Revenue from Operations Rs. 6672.57 Lakhs as compared to
Rs. 1904.80 Lakhs in the previous financial year. Correspondingly, the Consolidated Profit
Before Tax and Consolidated Profit After Tax during the year under review is Rs. 984.84
Lakhs and Rs. 478.48 Lakhs, respectively, as compared to Consolidated Profit Before Tax
and Consolidated Profit After Tax of Rs. 984.84 Lakhs and Rs. 478.88 Lakhs,
respectively, in the previous financial year.

The improved performance is a result of sustained growth in the business, despite of
tough economic conditions. Numerous innovative and state-of-the art technological
measures were undertaken for driving efficiencies in running its preschool and K-12
school operations. Your Company still hopes for better performance in the current year.

DIVIDEND:

The Board of Directors of the Company has not proposed any dividend for the year ended
31st March, 2025. Your Company has not paid any Interim Dividend during the financial
year under review.

Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and
adopted a Dividend Distribution Policy which provides:

a. the circumstances under which shareholders may or may not expect dividend;

b. the financial parameters that shall be considered while declaring dividend;

c. the internal and external factors that shall be considered for declaration of dividend;

d. manner as to how the retained earnings shall be utilized.

During the year under review, the Dividend Distribution Policy was reviewed by the Board
to ensure its continued relevance. The Policy is available on the website of the Company
at the link:
http://www.seil.edu.in/downloads/Dividend%20Distribution%20Policy.pdf.

TRANSFER TO RESERVES:

The Company proposes not to carry any amount to its General Reserves and the entire
profit is transferred to Reserves & Surplus as Surplus in Statement of Profit and Loss.

DEPOSITS:

The Company has not invited or accepted any deposits within the meaning of Sections 73
and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force), from public during the year under review. Thus, there are no outstanding and
overdue deposits as at 31st March, 2025.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on 31st March, 2025 is available on company's website at
www.seil.edu.in.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the Financial Year
ended 31st March 2025.

INSURANCE:

All assets of the company including inventories, building, plant and machineries are
adequately insured.

Company has provided Director & Officer (D & O) Insurance facility to all its Directors &
Officers.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, there is no change of registered office of the Company.
The Registered Office of the Company is situated at 1909 - 1910, D Block, West Gate Nr.
YMCA Club, S. G. Highway, Ahmedabad-380051, Gujarat, India.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013, the Nomination and
Remuneration Committee has laid down the criteria for evaluation of the performance of
individual Directors and the Board as a whole. Based on the criteria the exercise of
evaluation was carried out through a structured process covering various aspects of the
Board functioning such as composition of the Board and committees, experience &
expertise, performance of specific duties & obligations, attendance, contribution at
meetings, etc. The Board expressed satisfaction with the overall functioning and
effectiveness of the Board, its committees and the performance of the individual
Directors. The evaluation reflected a high level of engagement, strategic oversight and
effective contribution from all members of the Board.

DIRECTORS & KEY MANAGERIAL PERSONNERL:

During the year under review following persons were appointed or Resigned from the
post of Director/KMP of the Company.

Sr.

No.

Director Name

Designation/

Category

Appointment/

Cessation

Effective

Date

1

Mrs. Sejal Agrawal
(DIN: 09376887)

Independent Director

Cessation

30.05.2024

2

Ms. Dixit Yashree

Kaushalkumar

(DIN:07775794)

Independent Director

Appointment

30.05.2024

3

Ms Pooja H Khakhi

Company Secretary

Appointment

14.05.2024

Apart from the above changes, there is no change in Directors/KMP during the financial
year 2024-25.

As on 31.03.2025 there are Six (6) Directors in the Board of the Company which
comprises of one (1) Managing Director, One (1) Whole-time Director and Three (3)
Independent Directors and one (1) Non-Executive & Non-Independent Director.

Sr. No.

Name of Director

DIN

Category

1

Mr. Vishal Chiripal

00155013

Managing Director

2

Mr. Darshan Vayeda

07788073

Whole-time Director

3

Mr. Susanta Kumar Panda

07917003

Independent Director

4

Mr. Mohit Gulati

07079838

Independent Director

5

Ms. Yashree Dixit

07775794

Independent Director

6

Mrs. Komal Bajaj

08445062

Non-Executive Non-Independent
Director

1. Details of Key Managerial Personnel during the year under review is as
under:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the
Company as on March 31, 2025 are:

Sr. No.

Name of KMP

Designation

1

Mr. Vishal Chiripal

Managing Director

2

Mr. Darshan Vayeda

Whole-time Director

3

Mr. Jayesh Patel

Chief Financial Officer

4

Ms. Pooia Khakhi

Company Secretary

The composition of the Board of Directors and its Committees are provided in the
Corporate Governance Report, which forms part of the Annual Report.

2. Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the
Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the
Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code
of Conduct of the Company.

Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided
in Section 149(6) of the Act along with Rules framed thereunder and Reg. 16(1) (b) of
the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 amended
thereof and they have also complied with the code for independent directors prescribed
in Schedule IV to the Act. There has been no change in the circumstances affecting their
status as independent directors of the Company.

During the year under review, the non-executive independent directors of the Company
had no pecuniary relationship or transactions with the Company, other than sitting fees,
commission, if any and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board / Committee of the Company.

None of the Directors of your Company are disqualified as per the provision of section
164 (2) of the Companies Act, 2013. Your directors have made necessary disclosures
as required under various provisions of Companies Act, 2013 and SEBI regulations.

3. Re-appointment:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and
Articles of Association of the Company,
Mr. Darshan Vayeda (DIN: 07788073),
Director, retires by rotation at the 37th Annual General Meeting and being eligible, offered
herself for re-appointment.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of
skills, experience and knowledge as details provided in the Corporate Governance Report.
The Company did not have any pecuniary relationship or transactions with Non-Executive
Directors during the year ended 31st March, 2025 except for payment of sitting fees.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities
in the Company by specifying them in their appointment letter along with necessary
documents, reports and internal policies to enable them to familiarize with the
Company's Procedures and practices.

CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE - TIME
DIRECTORS:

The Board has, on the recommendation of the Nomination & Remuneration Committee,
formulated a policy on appointment and remuneration of Directors, Key Managerial
personnel and Senior Management personnel, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of Section 178 of the Companies Act, 2013.

The appointment is made pursuant an established procedure which includes assessment
of managerial skills, professional behaviour, technical skills and other requirements as
may be required and shall take into consideration recommendation, if any, received from
any member of the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of Companies Act 2013, with respect to
the Directors' Responsibility Statement, your directors hereby confirm that:

(a) In preparation of the annual accounts for the financial year ended 31st March, 2025,
the applicable accounting standards have been followed. Further, necessary
explanations are given for material departures, if any;

(b) They have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;

(c) They have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls, which are adequate and are
operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of
all applicable laws, and such systems are adequate and operating effectively.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March, 2025 the Company has following Subsidiary:

During the financial year 2024-25, the Company acquired a controlling interest in M/s.
Uniformverse Private Limited, thereby making it a subsidiary of the Company with effect
from 13th September, 2024.

This strategic acquisition aligns with the Company's long-term growth objectives and
strengthens its presence in the Education Sector. The acquisition enables synergies in
procurement, distribution, and customer engagement across both entities.

M/s. Uniformverse Private Limited is now a subsidiary Company (50.50%), and its
financials have been consolidated with those of the Company from the date of acquisition
in accordance with the applicable accounting standards.

Sr.

No.

Name

Address of Registered
Office

Nature of
Business

Subsidiary/Associ
ate/Joint Venture

1

Little Marvels
Private Limited

43, Safal Amrakunj
Gokuldham, Ahmedabad,
Gujarat, India, 382110.

Education
Activity in Pre¬
School
Segment

Wholly-Owned
Subsidiary Company

2

Uniformverse
Private Limited

B-118 -122, Central
Park, GIDC, Pandesara,
Pandesara, Surat City,
Gujarat, India,394221.

Uniform/
School Supply

Subsidiary Company

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared
consolidated financial statements of the Company and a separate statement containing
the salient features of financial statement of subsidiaries, joint ventures and associates in
Form AOC-1, which forms part of this Annual Report as "Annexure - I".

The annual financial statements and related detailed information of the subsidiary
companies shall be made available to the shareholders of the holding and subsidiary
companies seeking such information on all working days during business hours. The
financial statements of the subsidiary companies shall also be kept for inspection by any
shareholders during working hours at your Company's registered office and that of the
respective subsidiary companies concerned. In accordance with Section 136 of the Act,
the audited financial statements, including consolidated financial statements and related
information of your Company and audited accounts of each of its subsidiaries, are
available on website of your Company.

As on 31st March, 2025 the Company has one material subsidiary i.e. M/s. Little Marvels
Pvt. Ltd. whose net worth exceeds 10% of the consolidated net worth of the Company in
the immediately preceding accounting year or has generated 10% of the consolidated
income of the Company during the previous financial year. Your Company has formulated
a policy for determining material subsidiaries. The policy is available on your Company's
website and link for the same is
http://www.seil.edu.in/policies.html.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AS PER COMPANIES
ACT, 2013:

All the Related Party Transactions entered into during the financial year were on an Arm's
Length basis and in the Ordinary Course of Business. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Companies Act,
2013, The same is mentioned in
Form AOC-2 as annexed in Annexure "II".

All transactions entered with Related Parties for the year under review were on arm's
length basis and related party transactions are detailed in the financial Statement of this
report.

All related party transactions are mentioned in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee for approval.
Omnibus approval was obtained on a yearly basis for transactions which are of repetitive
nature. A statement giving details of all Related Party Transactions are placed before the
Audit Committee and the Board for review and approval.

The Policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company
http://www.seil.edu.in/policies.html.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the
Company except remuneration and sitting fees.

REMUNERATION POLICY:

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors'
appointment and remuneration and other matters ("Remuneration Policy") which is
available on the website of your Company and link for the same is
http://www.seil.edu.in/policies.html.

The Remuneration Policy for selection of Directors and determining Directors'
independence sets out the guiding principles for the NRC for identifying the persons who
are qualified to become the Directors. Your Company's Remuneration Policy is directed
towards rewarding performance based on review of achievements. The Remuneration
Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the
Remuneration Policy

MEETINGS OF BOARD AND COMMITTEE:

The Board meets once in every quarter to review the quarterly financial results and other
items of the agenda and if necessary, additional meetings are held as and when required.
The intervening gap between the meetings was within the period prescribed under SEBI
(LODR) Regulations, 2015 & Companies Act, 2013. The agenda is circulated well in
advance to the Board members. The items in the agenda are backed by comprehensive
background information to enable the Board to take appropriate decisions. During the
year under review, 7 (Seven) Board Meetings were held on 14th May, 2024, 30th May,
2024, 26th July, 2024, 13th September, 2024, 14th November, 2024, 14th December, 2024
and 05th February, 2025.

The details of the Board and its Committee meetings and attendance of Directors at such
meetings are provided in the Corporate Governance Report, which forms part of the
Annual Report.

SECRETARIAL STANDARD:

The Directors states that applicable Secretarial Standards i.e. SS-1 & SS-2, relating to
'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly
followed by the Company.

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

There have been no material changes and commitments which affect the financial
position of the Company that have occurred between the end of the financial year to
which the financial statements relate and the date of this report.

However, there was disruption in the operations and working of the Company due to the
cyber-attack that has maliciously disabled computers as a result of which database of the
Company has been lost. The Company is in the process of retrieving data and carrying
out requisite measures.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, required to be disclosed by Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are
provided in the
Annexure - III of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read
with Schedule V of SEBI Listing Regulations, the Management Discussion and Analysis
Report of the Company for the year under review is annexed as part of this Report
separately as an
Annexure - IV.

CORPORATE GOVERNANCE REPORT:

Your Company is committed to maintain the highest standards of Corporate Governance.
We believe that sound Corporate Governance is critical to enhance and retain investor
trust. Our disclosures seek to attain the best practices in Corporate Governance as
prevalent globally. We have implemented several best Corporate Governance practices in
the Company to enhance long-term shareholder value and respect minority rights in all
our business decisions. Our Corporate Governance report for financial year 2024-25 as
appended as
Annexure V forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):

As required under Regulation 24 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility &
Sustainability Report is provided in a separate section and forms part of the Annual
Report as
Annexure 'X'.

AUDITORS:

1. STATUTORY AUDITORS AND THEIR REPORTS:

M/s. Nahta Jain & Associates is a Statutory Auditors of a Company who is appointed as an
auditor till the conclusion of the Annual General Meeting of a Company to be held for the
year 2027-28.

The Board upon recommendation of Audit committee has reappointed M/s. Nahta Jain &
Associates as a Statutory Auditors of the company for the term of 5 year till the
conclusion of the Annual General Meeting to be held for the year 2027-28 on such
remuneration as may be agreed between Board of Directors and the firm.

There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from
the Directors. Further, the notes to accounts referred to in the Auditor's Report are self¬
explanatory.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12)
of Act and Rules framed thereunder.

2. INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the act and rules made thereunder,
the Board of Directors of the Company have appointed M/s. Jhaveri Shah & Co.
Chartered Accountants, (FRN: 127390W) as Internal Auditor to conduct the Internal Audit
of the Company for the F.Y. 2024-25.

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

The Company has not received any significant or material orders passed by any
regulatory authority, court or tribunal which shall affect the going concern status of the
Company's operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has adequate internal control systems for business processes, with regard
to efficiency of operations, financial reporting, compliance with applicable laws and
regulations etc. All operating parameters are monitored and controlled. Regular internal
audits and checks ensure that responsibilities are executed effectively. The system is
improved and modified continuously to meet with changes in business conditions,
statutory and accounting requirements.

The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal control systems and suggests improvement for strengthening
them, from time to time.

3. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company had appointed M/s. K Jatin & Co., Practicing Company
Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit for
the financial year 2024-25. The Secretarial Audit Report for financial year 2024-25 issued
by M/s. K Jatin & Co., Practicing Company Secretaries has been appended as
Annexure
VI
to this Report.

There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from
the Directors apart from mentioned below.

The Management acknowledges and regrets the delay in filing certain periodic
compliances during the year, which arose due to the vacancy in the office of the
Company Secretary and the subsequent handover period. The material penalties imposed
by the Stock Exchange(s) in this regard have been duly paid, and all subsequent filings
have since been made within the prescribed timelines.

1. To prevent recurrence of such delays, the Company has strengthened its
compliance framework by:

2. enhancing its compliance calendar with automated alerts ahead of each statutory
deadline;

3. introducing a dual-responsibility system whereby each periodic return is backed
up by a designated secondary officer (Deputy Company Secretary/Head of
Legal) to ensure continuity; and

4. instituting quarterly internal compliance reviews to monitor upcoming filings and
implement any necessary remedial actions.

The Board assures stakeholders that the Company is committed to maintaining robust
compliance standards and has taken adequate corrective measures to ensure timely
submission of all future filings under SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013:

During the year under review, details of loans and investments under the provisions of
Section 186 of the Companies Act, 2013 by the Company to other bodies corporate or
persons are given in notes to the financial statements.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and
Guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Company's businesses, and define a structured approach to
manage uncertainty and to make use of these in their decision-making pertaining to all
business divisions and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic management reviews.

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company
has constituted a sub-committee of Directors called the Risk Management Committee to
oversee the Enterprise Risk Management framework. The Risk Management Committee
periodically reviews the framework including cyber security, high risks items, mitigation
plans and opportunities which are emerging or where the impact is substantially
changing. There are no risks which, in the opinion of the Board, threaten the existence of
the Company. Key risks of the Company and response strategies are set out in the
Management Discussion and Analysis section which forms a part of this Annual Report.

The Risk Management Policy may be accessed on the Company's website:
http://www.seil.edu.in/downloads/Risk%20management%20policy.pdf.

COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 and rules made thereunder for
appointment of cost auditor and maintenance of cost records is not applicable to the
Company.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the SEBI Listing Regulations, a certificate has been received from M/s
K Jatin & Co. Practicing Company Secretaries, that none of the Directors on the Board of
the Company has been disqualified to act as Director. The same is annexed herewith as
Annexure VII.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 has been appended as
'
Annexure - IX' to this Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the provisions relating to
Corporate Social Responsibility became applicable to the Company for the first time for
the financial year2025-26.

In compliance with the said provisions:

• The Company has constituted a CSR Committee of the Board on 21.05.2025.

• The Board has also approved and adopted the CSR Policy as recommended by the CSR
Committee. The policy outlines the Company's CSR philosophy, focus areas,
governance structure, and implementation mechanisms.

• The CSR Policy is available on the Company's website at
http://www.seil.edu.in/policies.html or is available for inspection at the registered
office of the Company.

Since the applicability is for the first time and the mandatory CSR expenditure threshold
was triggered based on financials of the immediately preceding year(s), the Company is
in the process of identifying suitable CSR projects/initiatives aligned with the policy and
Schedule VII of the Companies Act, 2013.

The Company shall ensure timely implementation and compliance in subsequent years.
PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of the regulations, the Board has formulated and implemented
a Code of Conduct to regulate, monitor and report trading by its employees and other
connected persons and Code of Practices and Procedures for fair disclosure of Unpublished
Price Sensitive Information.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) regulations, 2015, the Board of
Directors had approved the Policy on Vigil Mechanism/Whistle Blower Policy. Through this
policy Directors, Employees or business associates may report the unethical behavior,
malpractices, wrongful conduct, frauds, violations of the Company's code etc. to the
Chairman of the Audit Committee. The same is available on the website of the Company
on web Link:
http://www.seil.edu.in/downloads/whistle blower policy.pdf.

CODE OF CONDUCT:

The Board of Directors of the Company has laid down a Code of Conduct for all the Board
Members and Senior Management Personnel of the Company. The Board Members and
the Senior Management personnel have affirmed compliance with the code for the year
2024-25.

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

The Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal), Act 2013. An appropriate complaint mechanism in the form
of "Complaints Committee" has been created in the Company for time-bound redressal of
the complaint made by the victim. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. The Policy has been updated on the website of
the Company on the web-link:

http://www.seil.edu.in/downloads/sexual harassment policy.pdf.

The Company has not received any sexual harassment complaints during the year 2024¬
25.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961
and the Maternity Benefit (Amendment) Act, 2017. The Company provides maternity
leave and related benefits to eligible women employees as per the applicable laws and
ensures a safe and supportive work environment for returning mothers. The prescribed
benefits, including maternity leave of 26 weeks, and other entitlements, are made
available to eligible employees in accordance with the law.

SHARE CAPITAL:

During the year under review, there was no change in the Authorized share capital of the
Company. The Equity authorized share capital of your Company is Rs. 30,00,00,000
(Rupees Thirty Crores Only) and paid-up Equity Share Capital is Rs. 16,10,00,000
(Rupees Sixteen Crores Ten Lakhs Only) as on 31st March, 2025.

SHARES:

1. Buy Back of Securities: The Company has not bought back any of its
securities during the year under review.

2. Sweat Equity: The Company has not issued any sweat equity shares during the
year under review.

3. Bonus Shares: No bonus shares were issued during the year under review.

4. Employees Stock Option Plan: The Company has not provided any Stock Option
Scheme to the employees.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company's Equity shares are listed at BSE Limited. The Annual Listing Fees for the
year 2024-25 has been paid.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/ pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a
functional website namely "www.seil.com" containing basic information about the
Company. The website of the Company is also containing information like Policies,
Shareholding Pattern, Financial Results and information of the designated officials of the
Company who are responsible for assisting and handling investor grievances for the
benefit of all stakeholders of the Company, etc.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF.

No such incidence took place during the year.

CYBER SECURITY:

During the year under review, your Company did not face any incidents or breaches or
loss of data breach in Cyber Security.

ACKNOWLEDGEMENT:

Your directors place on records their appreciations for the contributions made by the
employees at all levels for their dedicated services enabling the Company to achieve a
satisfactory performance during the year under review.

Your directors also take this opportunity to place on record the valuable co-operation and
continued support extended by the Company's Bankers, and other business associates.

Place: Ahmedabad By Order of the Board

Date: 07.08.2025 For Shanti Educational Initiatives Limited

Sd/- Sd/-

Darshan Vayeda Vishal Chiripal

Whole-time Director Managing Director

DIN:07788073 DIN:00155013