Shanti Educational Initiatives Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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 31^st March, 2025.

FINANCIAL RESULTS:

The financial statements for the financial year ended 31^st 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
31^st 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 31^st March, 2025.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on 31^st 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 37^th 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 31^st 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 31^st 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 31^st 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 13^th 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 31^st 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 14^th May, 2024, 30^th May,
2024, 26^th July, 2024, 13^th September, 2024, 14^th November, 2024, 14^th December, 2024
and 05^th 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 31^st 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

---

Mar 31, 2024

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 31^st March, 2024.

FINANCIAL RESULTS:

The financial statements for the financial year ended 31^st March, 2024, 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 2023-24 are provided below:

Rs. in Lakhs
	Standalone		Consolidated
Particulars	As on 31.03.2024	As on 31.03.2023	As on 31.03.2024	As on 31.03.2023
Sales/Income from operations	1429.57	1098.62	1904.80	1098.62
Other Income	377.57	482.89	378.11	482.89
Total Income	1807.13	1581.51	2282.91	1581.51
Operating expenditure	1339.32	1087.43	1761.82	1087.54
Depreciation	25.79	22.08	42.61	22.08
Total expenses	1365.11	1109.51	1804.43	1109.62
Profit Before Tax	442.03	471.99	478.48	471.88
Share of Profit/Loss of Associates	--	--	18.03	--
Tax	124.22	135.29	131.51	135.26
Profit for the year	317.81	336.70	365.00	336.62
EPS a) Basic b) Diluted	0.20 0.20	0.21 0.21	0.23 0.23	0.21 0.21

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

Standalone Operating Results:

Your Company''s total income for the year 2023-24 is Rs. 1807.13 Lakhs compared to last year''s income of Rs. 1581.51 Lakhs. The Profit before Tax (after depreciation) during the year under review is Rs. 442.03 Lakhs as compared to previous year''s figure of Rs. 471.99 Lakhs. Your Company has earned Net Profit of Rs. 317.81 lakhs against the Net Profit of Rs. 336.70 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. 1904.80 Lakhs as compared to Rs. 10982.62 Lakhs in the previous financial year. Correspondingly, the Consolidated Profit Before Tax and Consolidated Profit After Tax during the year under review is Rs. 478.48 Lakhs and Rs. 365.84 Lakhs, respectively, as compared to Consolidated Profit Before Tax and Consolidated Profit After Tax of Rs. 471.88 Lakhs and Rs. 336.62 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 31^st March, 2024. Your Company has not paid any Interim Dividend during the financial year under review.

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.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31^st March, 2024.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on 31^st March, 2024 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 2024.

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 Independent Directors w.e.f. 30.07.2022.

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 Directors expressed their satisfaction with the evaluation process.

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	Mr. Yogesh Thakar (DIN: 00187449)	Independent Director	Cessation	08.09.2023
2	Mrs. Sejal Agrawal (DIN: 09376887)	Independent Director	Cessation	30.05.2024
3	Ms. Dixit Yashree Kaushalkumar (DIN:07775794)	Independent Director	Appointment	30.05.2024
4	Ms. Harshana Saxena	Company Secretary	Cessation	13.07.2023
5	Mr. Kunjal Soni	Company Secretary	Appointment	29.08.2023
6	Mr. Kunjal Soni	Company Secretary	Cessation	21.02.2024
7	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 2023-24.

As on 31.03.2024 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	Mrs. Sejal Agrawal	09376887	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, 2024 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

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, Mrs. Komal Bajaj (DIN: 084450629), Director, retires by rotation at the 36^th 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 31^st March, 2024 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 31^st March, 2024, 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 31^st March, 2024 the Company has following Subsidiary:

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 PreSchool 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	Associate 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".

As on 31^st March, 2024 the Company does not have any material subsidiary 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.

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 www.seil.edu.in.

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

REMUNERATION POLICY:

The Company has formulated and adopted the Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations.

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, 5 (Five) Board Meetings were held on 16^th May, 2023, 08^th August, 2023, 29^th August, 2023, 06^th November, 2023 and 12^th February, 2024.

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 2023-24 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 selfexplanatory.

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. 2023-24.

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.

2. 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 2023-24. The Secretarial Audit Report for financial year 2023-24 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.

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.

PUBLIC 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. There are no outstanding and overdue deposits as at 31^st March, 2024.

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:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

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.

DIVIDEND DISTRIBUTION POLICY

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.

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 2023-24.

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.

During the year the Company has received one complaint and the matter was resolved with the satisfaction of complainant.

CHANGE IN SHARE CAPITAL:

During the year under review, there was no change in the Authorized share capital of the Company. Authorized share capital is Rs. 30,00,00,000 (Rupees Thirty Crores Only) as on 31^st March, 2024.

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 2023-24 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.

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.

---

Mar 31, 2023

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 March 31, 2023.

FINANCIAL RESULTS:

The financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (I nd AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2022-23 are provided below:

Rs. in Lakhs
	Standalone		Consolidated
Particulars	As on	As on	As on	As on
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Sales/Income from operations	1098.62	393.38	1098.62	393.38
Other Income	482.89	354.28	482.89	354.28
Total Income	1581.51	747.66	1581.51	747.66
Operating expenditure	1087.43	593.71	1087.54	593.71
Depreciation	22.08	74.21	22.08	74.21
Total expenses	1109.51	667.92	1109.62	667.92
Profit Before Tax	471.99	79.74	471.88	79.74
Tax	135.29	-0.14	135.26	-0.14
Profit for the year	336.70	79.88	336.62	79.88
EPS
a) Basic	0.21	0.50	0.21	0.50
b) Diluted	0.21	0.50	0.21	0.50

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

Your Company’s total income for the year 2022-23 is Rs. 1581.51 Lakhs compared to last year’s income of Rs. 747.66 Lakhs. The Profit before Tax (after depreciation) during the year under review is Rs. 471.99 Lakhs as compared to previous year’s figure of Rs. 79.74 Lakhs. Your Company has earned Net Profit of Rs. 336.70 lakhs against the Net Profit of Rs. 79.88 lakhs during the previous 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 March 31, 2023. Your Company has not paid any Interim Dividend during the financial year under review.

THE WEB ADDRESS WHERE ANNUAL RETURN HAS BEEN PLACED:

The annual return of the Company for the year ended 31st March, 2023 along with all the annexures has been placed on the website of the Company www.seil.edu.in.

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.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31^st March, 2023.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on 31^st March, 2023 is available on company’s website at www.seil.edu.in

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 Directors expressed their satisfaction with the evaluation process.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such number of Directors are liable to retire by rotation every year and, if eligible, offer themselves for reappointment at every Annual General Meeting. In this context, Mr. Darshan Vayeda, Director, is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for reappointment in accordance with the provisions of the Companies Act, 2013.

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.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

a. Mr. Jayesh Patel : Chief Financial Officer

b. Mr. Darshan Vayeda : Whole Time Director

c. Harshna Saxena : 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.

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, 2023 except for payment of sitting fees.

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

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.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE:

A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is provided as part of the notes to consolidated financial statements. During the year under review, following changes have taken place in subsidiaries and joint ventures:

During the year under review, following subsidiary / Associate / Joint Venture were formatted:

1. Little Marvels Private Limited (Wholly-owned subsidiary of shanti educational initiatives limited)

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”.

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

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 www.seil.edu.in

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

REMUNERATION POLICY:

The Company has formulated and adopted the Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations.

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 May 27^th, 2022, August 08^th, 2022, 7^th September 2022, 11^th November, 2022, 03^rd January, 2023, 02^nd February, 2023, 04^th March, 2023.

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.

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 March 31, 2023, 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.

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 2023.

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.

STATUTORY AUDITORS AND THEIR REPORTS:

Ms/ Nahta Jain & Associates is a Statutory Auditors of a Company who is appointed as a auditor till the conclusion of 35^th Annual General Meeting of a Company.

The Board upon Recondition of Audit committee has recommended to re-appoint Ms/ Nahta Jain & Associates as a Statutory Auditors of the company for the term of 5 year from the conclusion of this Annual General Meeting 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 selfexplanatory.

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.

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. 2022-23.

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.

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 - II’ of this report.

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.

PUBLIC 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. There are no outstanding and overdue deposits as at 31^st March, 2022.

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.

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 - III’.

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.

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 2022-23 as appended as Annexure IV forms part of this Annual Report.

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 2022-23. The Secretarial Audit Report for financial year 2022-23 issued by M/s. K Jatin & Co., Practicing Company Secretaries has been appended as Annexure V to this Report.

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 - VI’ to this Report.

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

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

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:

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 www.seil.edu.in

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 2022-23.

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.

During the year the Company has not received any complaints of sexual harassment.

CHANGE IN SHARE CAPITAL:

During the year under review, there was no change in the Authorized share capital of the Company. Authorized share capital is Rs. 30,00,00,000 (Rupees Thirty Crores Only) as on 31^st March, 2023.

However Corporate Action of Stock-Split of equity shares capital of the company has been taken up. Company has splitted its face value of share from Rs. 10/- per share to Rs. 1/- per share. Paid-up Share Capital of the Company after stock split is Rs. 16,10,00,000 (Rupees Sixteen Crores Ten Lakhs Only) divided into 16,10,00,000 equity shares of Rs. 1/- each.

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.

CHANGE IN DIRECTORS:

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

1. Mr. Vishal Chiripal was appointed as Managing Director in the Board Meeting held on 11.11.2022 and regularised in the General Meeting held through Postal Ballot on 09.02.2023.

2. Mr. Mohit Gulati Was Appointed as Independent Director on the board w.e.f

07.09.2022. and regularized in the 34^th Annual General Meeting of the company.

3. Mrs. Sejal agarwal Was Appointed as Independent Director on the board w.e.f

01.08.2022. and regularized in the 34^th Annual General Meeting of the company.

4. Mr. Samir Gopalan had resigned from the post of Independent Director on the board w.e.f 06.06.2022.

5. Mr. Ronak Agarwal had resigned from the post of Director of the company w.e.f. 11.11.2022.

Apart from the above changes, there is no change in Directors during the year 2022-23. 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 Independent Directors w.e.f. 30.07.2022.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company’s Equity shares are listed at Bombay Stock Exchange Limited. The Annual Listing Fees for the year 2022-23 has been paid.

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.

---

Mar 31, 2018

TO,

THE MEMBERS

SHANTI EDUCATIONAL INITIATIVES LIMITED.

AHMEDABAD

The Directors take pleasure in presenting their report on the business and operations of your Company for the year ended on 31^st March, 2018.

FINANCIAL RESULTS:

Rs. in Lakhs
Particulars	As on 31.03.2018	As on 31.03.2017
Sales/Income from operations	2221.22	961.22
Other Income	259.49	218.53
Total Income	2480.71	1179.76
Total Expense	2220.22	810.49
Depreciation	34.35	29.90
Profit Before Tax	226.13	339.35
Tax	68.26	136.52
Profit After Tax	157.87	202.82

FINANCIAL REVIEW:

Your Company’s total income for the year 2017-18 is Rs. 2480.17 lakhs compared to last year’s income of Rs. 1179.76 lakhs. The Profit before Tax (after depreciation) during the year under review was Rs.226.13 Lakhs as compared to previous year’s figure of Rs. 339.35 Lakhs. Your Company has earned Net Profit of Rs. 157.87 lakhs against the Net Profit of Rs. 202.82 during the previous year. Your Company expects to achieve better performance during the current year.

DIVIDEND:

To conserve the present resources for better future of the Company, your Directors are not recommending any dividend for the financial year ended on 31st March, 2018.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31^st March, 2018.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on 31^st March, 2018 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as ‘Annexure - I’ and forms part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such number of Directors are liable to retire by rotation every year and, if eligible, offer themselves for reappointment at every Annual General Meeting. In this context, Mr. Darshan Vayeda, the Director is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for reappointment in accordance with the provisions of the Companies Act, 2013.

During the year under review, Mr. Jaiprakash Chiripal, Director of the Company had resigned from the Company w.e.f. 07.10.2017. The Board of Directors of the Company has taken note of his resignation in their meeting held on 07.10.2017 and also appreciated the contributions of Mr. Jaiprakash Chiripal as Director for the significant contributions he made in the governance of the Company.

During the year under review, Mr. Ronak Agrawal was appointed as “Additional Director” of the Company w.e.f. 07.10.2017.

The necessary resolutions for their appointment / reappointment are also being placed before the members for their consideration at the forthcoming Annual General Meeting. The brief resume of the Directors being appointed / reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships / Chairmanships, their shareholding, etc., are furnished in the Annexure to the Notice of the ensuing Annual General Meeting.

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

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

SUBSIDIARY / ASSOCIATE / JOINT VENTURE:

The Company did not have any Subsidiary Company, Associate Company or Joint Venture as on 31^st March, 2018.

REMUNERATION POLICY:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations.

MEETINGS OF BOARD:

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, 6 (Six) Board Meetings were held on 20^th April, 2017, 30^th May, 2017, 24^th August, 2017, 07^th October, 2017, 13^th November, 2017 and 12^th March, 2018.

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.

BOARD COMMITTEES:

The Board has following three Committees:

- Audit Committee;

- Nomination & Remuneration Committee;

- Stakeholders’ Relationship Committee;

(A) AUDIT COMMITTEE

- Audit Committee Composition:

The composition and terms of reference of the Audit Committee is in compliance with Section 177 of the Companies Act, 2013 and with Regulation 18 of the Listing Regulations, 2015. The Audit Committee of the Company comprises of 3 members out of which 2 members are Non-Executive-Independent Directors. Mr. Chitranjan Singh, an Independent Director, acts as Chairman of the Committee. The Committee members have requisite knowledge in the fields of Finance, Accounts and Company Law. The Audit Committee met 4 times during the year. The representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings and the Company Secretary acts as the Secretary of the Audit Committee.

- Constitution of the Audit Committee is as under

Sr. No.	Name of the Member	Designation
1.	Mr. Chitranjan Singh	Chairman, Independent, Non-Executive
2.	Mrs. Suruchi Saraf	Member, Independent, Non-Executive
3.	Mr. Darshan Vayeda	Member, Whole-time Director, Executive

- The scope of activities of Audit Committee broadly include to review reports of the Internal Auditors and to discuss the same with them periodically, to meet Statutory Auditors to discuss their findings / suggestions, to review weaknesses in internal controls reported by Internal and Statutory Auditors, to review financial reporting systems and internal control systems, to review quarterly / half yearly / annual financial results and other matters.

- Terms of Reference of the Audit Committee inter alia include the following

The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

(1) oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(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 the board for approval, with particular reference to:

(a) matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(6) 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

(9) scrutiny of inter-corporate loans and investments;

(10 valuation of undertakings or assets of the listed entity, wherever it is necessary;

(11)evaluation of internal financial controls and risk management systems;

(12)reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(13)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;

(14) discussion with internal auditors of any significant findings and follow up there on;

(15) 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 the board;

(16) 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;

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

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

(B) NOMINATION AND REMUNERATION COMMITTEE

- Nomination and Remuneration Committee Composition: The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 19 of the Listing Regulations, 2015. The Committee consists of 3 Directors all of whom are Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director.

Constitution of the Nomination and Remuneration Committee is as under:

Sr. No.	Name of the Member	Designation
1.	Mrs. Suruchi Saraf	Chairman/ Independent, Non-Executive
2.	Mr. Chitranjan Singh	Member/Independent, Non-Executive
3.	Mr. Ronak Agrawal	Member/Independent, Non-Executive

- Terms of Reference

Terms of reference of the Committee, includes considering the matters relating to the Company’s policies on remuneration payable and determining the package to the Managing Director and Executive Director, commission to be paid to the Directors and other matters specified in Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has adopted this policy on appointment and remuneration of directors, Key Managerial personnel, and senior management as required by the Section 178 of the Companies Act, 2013. The purpose of this policy is to establish the process for:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(2) formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) devising a policy on diversity of board of directors;

(4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Remuneration Policy for Executive, Non-Executive and Independent Directors are as follows:

a. Executive Directors:

The remuneration payable to executive directors shall be paid in consultation with the Nomination & Remuneration Committee who decides the remuneration structure for Executive Directors by considering the financial position of the Company, qualification, experience of the directors, trend in the industry, past performance, past remuneration and limits prescribed for remuneration of Executive Directors i.e

10 % of net profit of the Company calculated in the manner prescribed under the Companies Act and subject to necessary approvals thereunder. The Nomination & Remuneration Committee ensures that remuneration if any payable to executive directors does not exceeds the prescribed limits.

b. Non-Executive and Independent Directors:

The Non-Executive and Independent Directors of the Company may be paid remuneration periodically or may be paid commission within the overall limit of 1% of the Net Profit of the Company calculated in the manner prescribed under the Companies Act and subject to necessary approvals thereunder. In addition to commission if any, Non-Executive Directors are paid sitting fees and actual reimbursement of expenses incurred for attending each meeting of the Board and Committees. The Nomination & Remuneration Committee ensures that if any such commission payable should not exceed the prescribed limits under the Companies Act.

Details of Remuneration paid to the Directors during the Financial Year 2017-18 is as follows:

Sr. No.	Name of Directors	Salaries and Perquisites (Rs)	Sitting Fees (Rs)	Commission (Rs)	No. of Shares held
1.	Mr. Jaiprakash Chiripal*	-	-	-	700000
2.	Mrs. Vineeta Chiripal*	55.51	-	-	480000
3.	Mr. Ronak Agrawal*	-	-	-	1000000
4.	Mr. Chitranjan Singh	-	0.12	-	-
5.	Mrs. Suruchi Saraf	-	0.18	-	-

*Mr. Jaiprakash Chiripal, Non-Executive Director resigned w.e.f. 07.10.2017.

*Mr. Ronak Agrawal, Non-Executive Director was appointed w.e.f. 07.10.2017.

*Mrs. Vineeta Chiripal, Managing Director, resigned on 20.04.2017 and was appointed as CEO w.e.f. 01.06.2017.

(C) STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 20 of the Listing Regulations, 2015. The Committee consists of 3 Directors out of which 2 are Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. During the year under review, the Committee met 4 (Four) times. The Stakeholders Relationship Committee inter-alia deals with all matters relating to Stakeholders/Investors Grievance and its redressal and others as specified in the Listing Regulations, 2015. During the year ended 31^st March, 2018, no Shareholders’ Complaints were received by the Company. For effective and efficient grievance management, the Company has dedicated email id: [email protected] to resolve the grievances of the investors.

Constitution of the Stakeholders’ Relationship Committee is as under:

Sr.	Name of the Member	Designation
No.
1.	Mr. Chitranjan Singh	Chairman/ Independent, Non-Executive
2.	Mrs. Suruchi Saraf	Member/Independent, Non-Executive
3.	Mr. Darshan Vayeda	Whole-time Director -Executive

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 12^th March, 2018, without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking in to account the views of Executive Directors and Non-Executive Directors assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

1. DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 read with Rules made thereunder and as per the Listing Regulations, 2015.

2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company’s business. The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the year ended 31^st March, 2018 except for payment of sitting fees.

3. FORMAL ANNUAL EVALUATION

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 performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of Companies Act 2013, with respect to the Directors’ Responsibility Statement, your directors hereby confirm that:

(a) In preparation of the Annual Accounts, the applicable accounting standards have been followed. Necessary explanations are given for material departures, if any;

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

(d) The Annual Accounts of the Company have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls, which are adequate and were operating effectively.

(f) The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. This will ensure legal compliance in all areas of companies operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

STATUTORY AUDITORS:

Pursuant to Section 139 of the Companies Act, 2013, M/s. Anil S. Shah & Co, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 28^th Annual General Meeting for 5 (five) consecutive years till the conclusion of 32^nd Annual General Meeting

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.

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. A. O. Agarwal & Co. Chartered Accountants, (FRN: 119827W) as Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 2017-18.

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 clearly defined organization structure and lines of authority and sufficient control is exercised through quarterly and annual business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficacy of the Internal Financial Control function.

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.

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

Details of loans and investments by the Company to other bodies corporate or persons are given in notes to the financial statements.

PUBLIC DEPOSITS:

Your company has not accepted any Deposits from the public during the year under review.

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.

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

The Company has entered into transactions with related parties as defined under section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. All related party transactions that were entered into during the year under the review were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions, detailed policy is also available at www.sei.edu.in

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has a well-defined risk management framework in place. Further, it has established procedure0s to periodically place before the Board, the risk assessment and management measures.

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”), the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report for the Financial Year 2017-18.

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. Geeta Serwani & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for financial year 2017-18 issued by M/s. Geeta Serwani & Associates, Practicing Company Secretaries has been appended as Annexure II to this Report. There were no qualifications or adverse remarks in their Report.

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 - IV’ to this Report.

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

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

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

The summary of sexual harassment complaints received and disposed off during the financial year 2017

- 2018 is as under:

- Number of Complaints Received: Nil

- Number of Complaints Disposed off: Nil 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. The same is available on the Company’s website www.sei.edu.in

VIGIL MECHANISM:

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, 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.

CHANGE IN SHARE CAPITAL:

During the year under review, there was no change in the share capital of the Company. Authorized capital of the Company as on 31^st March, 2018 was Rs. 30,00,00,000 (Rupees Thirty Crores Only) and Paid-up Share Capital of the Company as on 31^st March, 2018 was Rs. 16,10,00,000 (Rupees Sixteen Crores Ten Lakhs Only).

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.

INSURANCE:

All assets of the company including inventories, building, plant and machineries are adequately insured. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company’s Equity shares are listed at Bombay Stock Exchange Limited (SME Segment). The An nual Listing Fees for the year 2017-18 has been paid.

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: 24^th August, 2018 For Shanti Educational Initiatives Limited

Sd/- Sd/-

Darshan Vayeda Ronak Agrawal

Whole-Time Director Director

DIN : 07788073 DIN : 05002292

---

Mar 31, 2016

DIRECTORS'' REPORT

TO,

THE MEMBERS

SHANTI EDUCATIONAL INITIATIVES LTD.

AHMEDABAD

The Directors take pleasure in presenting their report on the business and operations of your Company for the year ended on 31^st March, 2016.

FINANCIAL RESULTS:

FINANCIAL RESULTS	Current Year ended on 31st March, 2016 Amount	Previous Year ended on 31st March, 2015 Amount
Income	116347105	66674223
Expense	75862455	56877312
Profit before depreciation	40484650	9796911
Less - depreciation	1046709	921936
Profit after depreciation	39442349	8874975
Less - Current Tax	12500000	2900000
Less - Deferred Tax	9875	156093
Profit after taxation	26775431	5818882
Depreciation of earlier years	0	0
Balance of profit / (loss) brought forward	0	0
Balance Carried To Balance Sheet	26775431	5818882

FINANCIAL REVIEW:

Your Company''s total income for the year 2015-16 is Rs. 116347105 compared to last year''s income of Rs. 66674223. The Profit Before Tax (after depreciation) during the year under review was Rs.39442349 as compared to previous year''s figure of Rs. 8874975. Your Company has earned Net Profit of Rs.26775431 against the Net Profit of Rs. 5818882 during the previous year. Your Company expects to achieve better performance during the current year.

DIVIDEND:

To conserve the present resources for better future of the Company, your Directors are not recommending any dividend for the financial year ended on 31st March, 2016.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2016.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on March 31, 2016 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as ''Annexure - I'' and forms part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, Mr. Jaiprakash Chiripal, Director of the Company who retires by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting during the year under review, and offers himself for reappointment.

Mrs. Vineeta Chiripal, was appointed as Managing Director of the Company w.e.f. 01^st6 July, 2015.

Mrs. Suruchi Saraf, was appointed as Independent Director of the Company w.e.f. 03^rd August, 2015.

Mr. Binod Agrawal resigned as an Independent Director from the Board with effect from 14^th September, 2015. The Board places on record his appreciation and gratitude for his guidance and valuable contribution during their association with the Company.

Mr. Chitranjan Singh was appointed as an Additional Directors with effect from 14^th September, 2015, in the capacity of Independent Director. They holds the office up to the date of forthcoming Annual General Meeting and are eligible for appointment as Independent Director.

Mr. Jayesh Patel was appointed as Chief Financial Officer of the Company w.e.f. 01^st July, 2015.

Ms. Dimple Padhiar was appointed as Company Secretary of the Company w.e.f. 06^th July, 2015.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company''s business.

DECLARATION OF INDEPENDENCE:

Your Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 read with Rules made there under.

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

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

SUBSIDIARY COMPANY:

The Company has no subsidiary as on 31^st March, 2016.

REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

MEETINGS OF BOARD:

During the financial year, twelve Board Meetings were held, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of Companies Act 2013, with respect to the Directors'' Responsibility Statement, your directors hereby confirm that:

(a) In preparation of the Annual Accounts, the applicable accounting standards have been followed. Necessary explanations are given for material departures, if any;

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

(d) The Annual Accounts of the Company have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls, which are adequate and were operating effectively.

(f) The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. This will ensure legal compliance in all areas of companies operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Company was unlisted public company and listed during the year under review on BSE SME Platform on 14^th June, 2016.

INITIAL PUBLIC OFFERING:

During the year under review, your Company came up with a Public Issue of 44,00,000 equity shares of Rs.10/- each at a premium of Rs. 80/- per share aggregating to the total issue size of Rs. 3960.00 lakhs consisting of an offer for sale of 36,00,000 equity shares and fresh issue of 8,00,000 equity shares. Subsequently the shares of the company have been listed on SME Platform of BSE Limited on June 14, 2016.

STATUTORY AUDITORS:

The Company''s Auditors, M/s. Anil S. Shah & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company at the previous Annual General Meeting of the Company for 5 (five) consecutive years till the conclusion of the 32^nd Annual General Meeting, subject to ratification by the Members at each Annual General Meeting. The Members are requested to ratify the appointment of M/s. Anil S. Shah & Co., Chartered Accountants as the Statutory Auditors of the Company for the Financial Years 2016 - 2017.

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.

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 clearly defined organization structure and lines of authority and sufficient control is exercised through quarterly and annual business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficacy of the Internal Financial Control function.

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 - II'' of this report.

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

Details of loans and investments by the Company to other bodies corporate or persons are given in notes to the financial statements.

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.

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

The Company has entered into transactions with related parties as defined under section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. All related party transactions that were entered into during the year under the review were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions, detailed policy is also available at www.sei.edu.in

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures.

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"), the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the aforesaid also forms part of the Annual Report.

SECRETARIAL AUDITORS AND THEIR REPORT:

The following companies are required to obtain Secretarial Audit Report:

1. Every listed company;

2. Every public company having a paid-up share capital of fifty crore rupees or more; or

3. Every public company having a turnover of two hundred fifty crore rupees or more.

"Turnover" means the aggregate value of the realization of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year. [Section 2(91)]

The company does not fall under any of the above mentioned categories, hence it need not appoint Secretarial Auditor for the year 2015-2016.

Your company has appointed M/s Geeta Serwani & Associates as the Secretarial Auditor of the Company for the year 2016-17, as for the year 2015-16 company does not fall under any of the above mentioned categories, hence it need not appoint Secretarial Auditor.

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 - III'' to this Report.

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

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

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

The summary of sexual harassment complaints received and disposed off during the financial year 2015

- 2016 is as under:

- Number of Complaints Received : Nil

- Number of Complaints Disposed off : Nil

VIGIL MECHANISM:

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 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.

SHARE CAPITAL:

As on 31^st March, 2016, the paid up Equity Share Capital of your Company was Rs. 153000000 (Rupees Fifteen Crores Thirty Lakhs Only). During the year under review the Company has issued 1300000(Thirteen Lakh) equity shares.

DEMATERIALIZATION OF SHARES :

During the year under review, the Company has entered into Tripartite Agreement with both the depositories, National Securities Depository Limited and Central Depository Services (India) Limited for providing Demat facility to its Shareholders. For the purpose the Company has appointed M/s Link In time (India) Private Limited as its Registrar and Transfer Agent.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company''s Equity shares are listed at Bombay Stock Exchange Limited (SME Segment). The Annual Listing Fees for the year 2015-16 has been paid.

SHARES:

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

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

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

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

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.

Date: 23.07.2016 By order of the Board of Directors

Place: Ahmedabad Vineeta Chiripal

Chairman

DIN:00155462