To,
The Members
Shanti Educational Initiatives Limited Ahmedabad
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 |
0.41 |
0.20 |
0.44 |
0.23 |
| b) Diluted |
0.41 |
0.20 |
0.44 |
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. Pooja 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 |