SEShanti Educational Initiatives539921Scheme of arrangement

Board approves modification to Composite Scheme: IP retained by Transferor Company, to vest in Amalgamated Company

Board approved a modification to the Composite Scheme of Arrangement among the Company, Shanti Learning Initiatives Private Limited and Grew Energy Private Limited.

By ScoutQuest · Wed 4 Nov 2026, 5:31 PM IST · 3 min read

Consolidated revenue from operations (H1)

Rs 2503.33 lakhs versus Rs 2656.09 lakhs a year earlier

Consolidated profit before tax (Q2)

Rs 111.04 lakhs

Standalone profit after tax (H1)

Rs 339.51 lakhs

What the Board approved

• A modification to the Composite Scheme of Arrangement amongst Shanti Educational Initiatives Limited (Transferor Company / Amalgamating Company), Shanti Learning Initiatives Private Limited (Transferee Company) and Grew Energy Private Limited (Amalgamated Company).
• The change provides that the intellectual property of the Transferor Company, as defined in the Scheme, shall not form part of the Transferred Undertaking under the proposed slump sale to the Transferee Company. It shall instead be retained by the Transferor Company and thereafter vest in the Amalgamated Company pursuant to the proposed amalgamation.
• Save and except this modification, all other terms and conditions of the Scheme, as approved earlier by the Board on 2 March 2026, remain the same.

Why the wording matters

• The intellectual property is being kept out of the slump sale but is being kept inside the wider arrangement, moving to the Amalgamated Company later. In simple terms, the asset is not being sold to the Transferee Company; it is being routed to the Amalgamated Company instead.

Approvals the Scheme still needs

• The Scheme is subject to receipt of necessary statutory and regulatory approvals, including from BSE Limited, the jurisdictional National Company Law Tribunal, the Competition Commission of India, and the shareholders and creditors of the respective companies involved in the Scheme.

Financial results also taken on record

• The Board considered, approved and adopted the standalone and consolidated unaudited financial results for the quarter and half year ended September 30, 2026, along with the Limited Review Report issued by the statutory auditors.
• The Limited Review Report does not contain any qualifications, as stated in the notes to the results.
• Consolidated revenue from operations for the half year was Rs 2503.33 lakhs, against Rs 2656.09 lakhs in the same half of the previous year.
• Consolidated profit before tax for the quarter was Rs 111.04 lakhs.
• Standalone profit after tax for the half year was Rs 339.51 lakhs.
• Paid-up equity share capital stands at Rs 1610.00 lakhs (face value Re. 1 per share).
• Basic and diluted EPS after extraordinary items for the quarter was Rs 0.06.

Scope of the consolidated numbers

• The consolidated statement includes the Parent, Little Marvel Private Limited (wholly owned subsidiary), UniformVerse Pvt Ltd (subsidiary company) and Shanti Learning Initiatives Private Limited (wholly owned subsidiary).
• The auditors did not review the interim financial information of two subsidiaries, whose revenue before consolidation adjustments was Rs 235.66 lakhs and net profit after tax Rs 17.87 lakhs for the period from 1 April 2026 to 30 September 2026.
• The statement also includes one subsidiary whose interim financial information has not been reviewed by its auditor, with revenue before consolidation adjustments of Rs 1107.14 lakhs and net profit after tax of Rs 23.74 lakhs for the same period; that information was furnished to the auditors by the management.
• Shanti Learning Initiatives Private Limited has become a subsidiary of the Company with effect from January 12, 2026.

What shareholders may want to track

• Progress of the Scheme through the BSE, NCLT, CCI and shareholder/creditor approvals, since the arrangement takes effect only after these come through.
• How the revised treatment of the intellectual property — retained by the Transferor Company and later vested in the Amalgamated Company — fits into the overall structure described in the Scheme.

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