Shanti Educational Initiatives Limited and GREW Energy Private Limited boards have approved a comprehensive merger scheme involving a composite arrangement that will transform both companies' business structures and provide shareholders with exposure to renewable energy and education sectors.

Board Meeting Outcomes and Approvals

At the board meeting held on March 2, 2026, directors of both companies approved the proposed scheme of arrangement between Shanti Educational Initiatives Limited (SEIL), Shanti Learning Initiatives Private Limited (SLIPL), and GREW Energy Private Limited (GEPL). The meeting addressed multiple strategic initiatives including corporate restructuring, governance changes, and regulatory compliance matters.

Share Exchange Ratio and Valuation

The boards approved the share exchange ratio based on comprehensive valuation exercises carried out by two independent registered valuers, M/s Finvox Analytics and A N Gawade. Under the approved ratio, shareholders of SEIL will receive 100 fully paid equity shares of face value ₹1 per share in GEPL for every 212 fully paid equity shares of face value ₹1 each held in SEIL.

Ernst and Young (EY) & P. Murali Consultants Private Limited acted as transaction advisors for the proposed merger. The scheme comprises two distinct phases designed to segregate and consolidate business operations across education and renewable energy sectors.

Composite Scheme Structure and Financial Metrics

Under Part II of the scheme, SEIL will transfer its entire education services undertaking to its wholly-owned subsidiary SLIPL through a slump sale arrangement. The transferred undertaking generated turnover of ₹26.32 crore as on March 31, 2025, representing 100% of the transferor company's total turnover and 86.20% of its net worth valued at ₹60.50 crore.

The consideration for the slump sale will be discharged through issuance of 9,41,56,561 fully paid-up equity shares by SLIPL to SEIL, aggregating to ₹94,15,65,610. Part III involves amalgamation of SEIL with GREW Energy Private Limited, resulting in dissolution of the amalgamating company without winding up.

Management Commentary and Strategic Vision

Vinay Thadani, CEO & Director of GREW Energy Private Limited, stated that the proposed merger marks a significant milestone in broader group restructuring initiative. "This is a strategic step towards reorganizing, consolidating and streamlining the corporate structure, resulting in greater operational efficiency and implementing smoother and more effective controls and processes," Thadani commented.

Vishal Chiripal, Managing Director of Shanti Educational Initiatives Limited, emphasized that the proposed merger brings together strengths of both entities and creates a stronger, more efficient structure. "We are confident that this will enhance shareholder value and provide SEIL shareholders the benefit of participating in GREW Energy's growth journey as it scales its business," Chiripal added.

Company Profiles and Business Operations

GREW Energy Private Limited, a venture of the Chiripal Group, operates as one of India's fast-growing solar PV manufacturers. The company operates a 6.5 GW PV module manufacturing plant in Dudu, Rajasthan, with plans to scale to 11.0 GW, and is setting up an 8.0 GW solar PV cell & Ingot-Wafer facility in Narmadapuram, Madhya Pradesh.

SEIL specializes in offering strategic solutions catering to diverse educational institutions, spanning from preschool levels through post-graduation. The company extends expertise to include establishment and management of schools, addressing unique needs of aspiring individuals.

Regulatory Approvals and Implementation Timeline

The proposed scheme requires multiple regulatory approvals including clearances from shareholders and creditors, stakeholders, stock exchange, jurisdictional National Company Law Tribunal (NCLT), and other applicable regulatory authorities. Upon receipt of all regulatory approvals and necessary compliances, GREW Energy will get listed on recognized stock exchange.

The board also approved reappointment of Susanta Kumar Panda as Independent Director for a second term of five years, effective from May 26, 2026, to May 25, 2031, subject to shareholder approval. Additionally, alterations to memorandum of association were approved to include provisions for entering into schemes of arrangement under Companies Act, 2013.

Shanti Educational Initiatives has received a regulatory disclosure from promoter group members Mr. Ronak B Chiripal and Mrs. Urmiladevi J Chiripal regarding the sale of equity shares. The transaction represents a reduction in the promoter group's combined stake in the educational services company.

Share Sale Transaction Details

The promoter group members completed the sale of 10,62,000 equity shares between February 23-24, 2026. The transaction details are summarized below:

Shareholding Pattern Changes

The sale has resulted in a reduction of the combined stake held by Mr. Ronak B Chiripal and Mrs. Urmiladevi J Chiripal in Shanti Educational Initiatives Limited. The comparative shareholding position shows:

Company Capital Structure

Shanti Educational Initiatives Limited maintains a stable capital structure with no changes resulting from this transaction. The company's equity share capital remains at Rs. 16,10,00,000, comprising 16,10,00,000 equity shares of Rs. 1 each. The total diluted share capital also remains unchanged at the same level.

Regulatory Compliance

The disclosure was made in compliance with Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Mr. Ronak B Chiripal and Mrs. Urmiladevi J Chiripal, identified as persons acting in concert within the promoter group, submitted the required documentation to both BSE Limited and the target company on February 25, 2026. The disclosure confirms that no encumbrances, voting rights other than shares, or convertible securities were involved in the transaction.

About the Entities

Mr. Ronak B Chiripal is registered at 10, Nandi Hill Society, Opposite ISRO, Satellite Road, Ahmedabad – 380015, and serves as a person acting in concert within the promoter group of Shanti Educational Initiatives Limited, which is listed on BSE Limited.