Semac Construction Ltd

AGM details

• AGM held 25 Sep 2026 at 3:00 PM IST via VC/OAVM.
• Notice dated 14 Aug 2026; remote e-voting window 22–24 Sep 2026.
• Scrutinizer appointed; Combined Scrutinizer Report published.
• Voting at remote e-voting and AGM; results disclosed on company/MIIPL sites.

Key resolutions and outcomes

• Item 1 (Ordinary): Adoption of financial statements passed with 99.60% assent.
• Item 2 (Ordinary): Re-appointment of Harivansh Dalmia passed with 99.54% assent.
• Item 3 (Special): Remuneration for Harivansh Dalmia approved; 99.53% assent.
• Item 4 (Special): Waiver of excess recovery approved; 99.60% assent.
• Item 5 (Ordinary): RPT with Revathi Equipment India Limited approved; 78.71% assent, 21.29% dissent.
• Item 6 (Ordinary): RPT with Renaissance Consultancy Services Limited approved; 78.71% assent, 21.29% dissent.

Director changes

• Re-appointment of Harivansh Dalmia as Director on retirement by rotation.
• Remuneration approval for Harivansh Dalmia as Whole-Time Director.

Material related party transactions

• Approval of RPT with Revathi Equipment India Limited.
• Approval of RPT with Renaissance Consultancy Services Limited.
• Note: Two promoter-related shareholders did not vote on Items 5–6.

AGM Details

• AGM held on 25 Sep 2026 at 3:00 PM IST via VC/OAVM.
• 39 members attended representing 20,20,347 equity shares.
• Remote e-voting 22-24 Sep 2026; on-site voting at meeting.
• Scrutinizer appointed: MD Selvaraj.
• AGM concluded at 3:50 PM.
• Statutory auditors' report with no qualifications; secretarial audit remark addressed.

Resolutions & Voting

• Ordinary: Adoption of audited standalone and consolidated financial statements for FY2026.
• Ordinary: Re-appointment of Harivansh Dalmia as Director by rotation.
• Special: Re-appointment and remuneration of Harivansh Dalmia as Whole-Time Director.
• Special: Waiver of recovery of excess sum refundable under Section 197.
• Ordinary: Approval of related party transaction with Revathi Equipment India Limited.
• Ordinary: Approval of related party transaction with Renaissance Consultancy Services Limited.
• Voting results: To be declared within prescribed time.

Semac Construction Ltd. Trading Window Closure from 1 October 2026 until 48 hours after the declaration of Unaudited Financial Results for the quarter and year ending 30 September 2026

Financial performance

• Standalone revenue FY26: Rs 22,920.68 lakh, up 40% YoY.
• Standalone PBT: Rs 711.75 lakh.
• Standalone PAT after tax: Rs 805.51 lakh.
• Consolidated revenue FY26: Rs 24,792.65 lakh.
• Consolidated PAT: Rs 727.49 lakh.
• Total comprehensive income: Standalone Rs 785.32 lakh; Consolidated Rs 860.82 lakh.
• Standalone EPS Rs 25.84 per share.

Operations & segment

• Single reportable segment: Design and Build Services for industrial clients.
• Order book closing around Rs 90 crore.
• Approximately 200 white-collar employees as of 31-Mar-2026.
• New multinational client; Kanpur plant project completed.
• Outlook supported by private capex and domestic manufacturing demand.

Corporate developments

• Name change to Semac Construction Limited on 19 May 2025.
• Acquired 50% SCTIPL stake; now 100% owned SCTIPL.
• Scheme of Amalgamation SCTIPL with Semac approved; awaiting final NCLT.
• Subsidiaries: Semac & Partners LLC (65%), Semac Construction Technologies India Pvt Ltd (100%).

Capital & liquidity

• Share capital Rs 3.1173 crore; 31,17,308 equity shares.
• Total borrowings Rs 2,572.43 lakh; net debt Rs 2,296.98 lakh.
• Net debt to equity ratio 0.19.
• Cash and cash equivalents Rs 1,027.61 lakh; bank balances Rs 4,853.84 lakh.

Governance & controls

• Board of 6 directors; 3 independent; 1 woman director.
• Statutory auditors: Suresh Surana & Associates LLP; 5-year term.
• Secretarial Auditor: MDS & Associates LLP; Internal Auditor: Number Tree LLP.
• Independent Directors meetings held; annual evaluation conducted.
• Secretarial audit flagged excess remuneration; waiver proposal.
• Management certified going concern and internal controls.

Risks & outlook

• Risks: macro economic cycles, raw material volatility, regulatory, supply chain.
• Outlook: private capex and domestic manufacturing demand; focus on internal controls and efficiency.

Related party transactions

• RPTs with Revathi Equipment India Limited and Renaissance Consultancy Services Limited up to Rs 250 crore; omnibus approvals.
• Promoter group via agreements with REIL and RCSL; arm's-length terms.
• Promoter group holds 62.85%-88.63% stake in related parties; notes disclose balances and transactions.

AGM details and eligibility

• Notice for the 49th AGM on 25 September 2026 via VC/OAVM.
• Register of members and share transfer books closed 19–25 September 2026 (inclusive).
• Cut-off date for voting entitlement is 18 September 2026.
• Shareholders on the cut-off date may vote remotely or at the AGM.
• AGM to start at 03:00 PM.
• Company name updated to Semac Construction Ltd (formerly Semac Consultants Limited).

AGM notice and report access

• 49th AGM scheduled for 25 September 2026 at 3:00 PM IST via VC/OAVM.
• Annual Report for FY 2025-26 accessible via the provided link.
• KYC upgrade and dematerialisation urged for physical holdings; PAN, nomination, and contact details to be updated.
• Cut-off date for email registration: 18 August 2026.
• Name change: Semac Consultants Limited is now Semac Construction Limited.
• Company Secretary and Compliance Officer: Aakriti Gupta.

AGM Details

• Date and time: 25 September 2026 at 3:00 PM IST; mode: VC/OAVM.
• Register/Share transfer books closed 19–25 September 2026; cut-off date for voting 18 September 2026.

Key Resolutions

• Ordinary: adoption of standalone and consolidated financial statements, Directors’ Report, and Auditors’ Report.
• Ordinary: re-appointment of Harivansh Dalmia as Director (retires by rotation).
• Special: re-appointment of Harivansh Dalmia as Whole Time Director for five years; remuneration for three years from 29 Aug 2026.
• Special: waiver of excess managerial remuneration of Rs 12,00,000 for 1 Apr 2025 to 31 Mar 2026.
• Ordinary: material related party transactions with Revathi Equipment India Limited up to Rs 250 crores (2026-27).
• Ordinary: material related party transactions with Renaissance Consultancy Services Limited up to Rs 250 crores.

Director Changes

• Re-appointment of Harivansh Dalmia as Director (retiring by rotation) at the AGM.
• Harivansh Dalmia to be re-appointed as Whole Time Director for five years from 29 Aug 2026; remuneration as per Item 3.

Auditors

• Statutory auditors appointed at the 48th AGM for five years; no new appointment proposed at this AGM.

Material Related Party Transactions

• REIL: related party; Rs 250 crore cap; transactions include deposits, loans, and services at arm’s length.
• RCSL: related party; Rs 250 crore cap; management consulting services at arm’s length.
• Omnibus approval for RPT valid until next AGM; overseen by Audit Committee.