Shanti Educational Initiatives Limited has issued a postal ballot notice seeking shareholder approval for two significant corporate resolutions through remote electronic voting. The notice, dated March 05, 2026, outlines key amendments and directorial changes requiring special resolution approval.

Postal Ballot Resolutions

The company has proposed two special resolutions for shareholder consideration:

Object Clause Amendment

The first resolution proposes adding clause 3(b)(66) to the existing objects clause of the Memorandum of Association. The new clause would enable the company to "enter into any scheme of arrangement including amalgamation, de-merger or any other compromise or arrangement" subject to Sections 230 to 234 of the Companies Act, 2013. This amendment follows the Board's consideration and approval of a proposed Composite Scheme of Arrangement at its meeting held on March 02, 2026.

Independent Director Re-appointment

The second resolution seeks re-appointment of Shri Susanta Kumar Panda (DIN: 07917003) as an Independent Director for a second term. His current term as Independent Director expires on May 25, 2026, having been appointed for five consecutive years from May 26, 2021 to May 25, 2026 at the 33rd Annual General Meeting held on September 29, 2021.

Mr. Panda is a retired Indian Revenue Service officer who superannuated in April 2019 after a distinguished 37-year career. He served as Member of the Central Board of Indirect Tax and Customs (CBIC) and held the position of Special Secretary to the Government of India. His extensive experience covers personnel, resources, laws and procedures, particularly in indirect tax laws.

E-Voting Process and Timeline

The company has engaged MUFG Intime India Private Limited (formerly Link Intime India Private Limited) to facilitate the remote e-voting process. Mr. Jatin Kapadia has been appointed as Scrutinizer to conduct the postal ballot in a fair and transparent manner.

Compliance and Documentation

In compliance with MCA circulars and SEBI Listing Regulations, the postal ballot notice is being sent only through electronic mode to shareholders whose email addresses are registered with the company, registrar, or depository participants. Hard copies of postal ballot forms and pre-paid envelopes will not be distributed.

Shareholders holding shares in physical or demat form as on the cut-off date of February 27, 2026, are eligible to participate in the remote e-voting process. The company has provided detailed instructions for various categories of shareholders including individual shareholders holding securities in demat mode with NSDL/CDSL and those holding shares in physical form.

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.