SEPC Ltd

Independent Director Appointment

• Type of change: Appointment of Independent Director.
• Name and designation: Ms. Vasuki K B K, Independent Director.
• Effective date and term: Appointed 25 Aug 2026 for five years (to 24 Aug 2031).
• Reason: Appointment as Independent Director.
• Profile: Former Madras High Court judge; retired 2015; nominee director at Star Health until 2019.
• Independent Director at Indus Finance Ltd.
• Relationship disclosures: Not related to any directors.

AGM details

• AGM held on September 28, 2026 via Video Conferencing/OAVM.

Resolutions

• Ordinary and Special Business as per notice were passed with requisite majority.

Voting results

• Scrutinizer report on e-voting and combined voting results enclosed.

SEPC Limited: Trading Window Closure from Oct 01, 2026 and till 48 hours after declaration of financial results for the quarter ended September 30, 2026

AGM details

• Date and time: September 28, 2026 at 10:30 AM IST.
• Mode: VC/OAVM.
• Chair: Independent Director Dr. Ravichandran Rajagopalan.
• Quorum present; meeting conducted with electronic voting facility.

Key resolutions

• Adoption of audited standalone and consolidated financial statements for FY2025-26.
• Re-appointment of Mr. Venkataramani Jaiganesh by rotation.
• Ratification of remuneration of Cost Auditor for FY2025-26.
• Appointment of Ms. Vasuki K B K as Independent Director.

Voting results

• Voting results to be displayed on company and CDSL websites.
• Consolidated results to be announced to stock exchanges within two working days.

Director changes

• Mr. Venkataramani Jaiganesh re-appointed as Director.
• Ms. Vasuki K B K appointed as Independent Director.

Key developments

• Board approves restructuring SEPC FZE equity to enable 100% Wintality FZE acquisition via non-cash consideration.
• SEPC FZE share capital subdivided and capitalised to create 40,000 shares.
• Post-issue SEPC holds 95.75% in SEPC FZE; 4.25% for share swap.
• Wintality Petroleum FZE to be acquired 100%; becomes SEPC's step-down subsidiary.
• Transaction excludes Section 188, SEBI LODR Reg 23; no related party involvement.
• Dr Ravichandran Rajagopalan nominated to SEPC FZE board; MD authorized to SPA.
• Ms. K B K Vasuki appointed Additional Director (Independent); subject to shareholder approval; AGM Sept 28, 2026.
• FY26: Total Income ₹1,085.8 Cr; EBITDA ₹108.9 Cr; Net Profit ₹53.5 Cr; FY25 income ₹646.0 Cr.
• Net Profit more than doubled year-on-year.

Approvals and transactions

• AGM scheduled for Sep 28, 2026 via video conference.
• Ms. K B K Vasuki appointed Additional Director (Independent) for five-year term.
• Term from Aug 25, 2026 to Aug 24, 2031, subject to shareholders.
• In-principle approval for SEPC FZE to acquire 100% of Wintality Petroleum FZE by share swap.
• Wintality FZE to become a step-down subsidiary of SEPC Limited after completion.
• Subdivision of SEPC FZE equity and capitalization reserves to enable the share swap.

Capital structure details

• Equity pool expanded to 40,000 SEPC FZE shares post subdivision.
• 1,700 shares reserved for non-cash consideration for acquisition.
• 38,300 new shares issued to SEPC Limited via capitalization; post-issuance stake 95.75% in SEPC FZE.

Governance appointments

• Dr. Ravichandran Rajagopalan appointed Director on WOS board.
• V Jaiganesh, MD, authorized to execute SPA and related regulatory actions.

Regulatory and disclosures

• Transaction not subject to Section 188 or Reg 23 of SEBI LODR.
• Wintality and promoters not related to SEPC or SEPC FZE promoters.
• SEPC to keep stock exchanges updated on material developments.

Issue Overview

• Type: Rights issue of equity shares.
• Total issue size disclosed; net proceeds stated; objects revised with shareholder approval.
• Objectives: debt repayment (NCD), working capital, incremental borrowings, general corporate purposes.

Utilisation of Proceeds

• Utilisation aligns with revised objects approved by shareholders via postal ballot.
• Variation in objects approved; no material deviation per MA.
• Object 1: NCD repayment partially utilised; remaining funds idle.
• Object 2: Working capital largely utilised; some unutilised funds.
• Object 3: Borrowings repayment nearly fully utilised; small residual.
• Object 4: Non-fund based margins fully utilised.
• Object 5: Additional working capital fully utilised.
• Object 6: General corporate purposes largely utilised; some idle.
• Object 7: Issue-related expenses utilised as per offer; details available.
• Unutilised funds total about 19.29 crore; held in TRA (PNB) and Axis Bank accounts.
• Q1 FY27 utilisation: 7.03 crore through TRA; verified by CA certificate.

Governance & Compliance

• All statutory/shareholder approvals obtained; special resolution via postal ballot 99.86% in favour.
• No material negative events or regulatory actions reported; no management changes indicated.
• Loans and returns monitored with CA certificate and NOC confirmations; no conflicts disclosed.

General Corporate Purpose (GCP)

• GCP utilised total of 0.62 crore; sub-heads include listing-related fees and professional charges.
• Board approval for GCP allocation is not explicitly stated; allocations approved by management from time to time.

Resigning director

• Rajesh Kumar Bansal, Non-Executive Independent Director, resigns from SEPC Ltd.
• Resignation dated August 13, 2026; effective today per letter.
• Reason: personal reasons and other commitments.

Directorships / committee holdings

• Directorships in listed entities: NIL.
• Membership of board committees in listed entities: NIL.

Governance impact

• There are no other material reasons beyond those stated.
• No immediate changes to board/committee composition disclosed.

Financial Highlights

• Total Income ₹282 Cr in Q1 FY27, up 40% YoY from ₹202 Cr.
• EBITDA ₹26 Cr, margin 9.2% vs ₹30 Cr; 14.9% in Q1 FY26.
• Net loss ₹11 Cr vs ₹17 Cr profit in Q1 FY26.

Order Book & Momentum

• Total orders on hand ₹10,670 Cr as of 30 June 2026.
• Domestic order book ₹5,270 Cr; international ₹5,400 Cr.
• IISCO Burnpur wins: Sinter Plant BOP ₹423.29 Cr; Coke Oven BOP ₹350.28 Cr.
• Pellet Plant BOP package ₹952.19 Cr won (4.2 MTPA).
• Fresh SAIL Pellet Plant order ₹952 Cr received in Aug 2026, over and above order book.
• Active bids: Water & Infrastructure ₹1,280 Cr; Industrial EPC ₹3,060 Cr.

Strategic & Corporate Developments

• Board and shareholder approvals completed for Avenir International acquisition; awaiting exchange and lender approvals.
• Rights issue proceeds substantially utilised for debt repayment, NCD redemption, and working capital.

Outlook & Operational Focus

• Management focuses on disciplined execution and cost optimisation to improve margins.

Consolidated results

• Total income from operations (Q1 FY27): Rs 28,247.96 lakhs.
• YoY revenue growth from Rs 20,379.45 to Rs 28,247.96.
• Profit before tax: Rs 1,316.90 lakhs; tax expense: Rs 2,421.99 lakhs.
• Profit after tax: Rs -1,105.09 lakhs for the quarter.
• Total comprehensive income: Rs -970.27 lakhs.
• Q1 EPS basic/diluted: -0.06; year-end EPS: 0.30.

Auditor notes

• Auditors MSKA & Associates qualified; DTA recoverability and non-current assets under review.

Standalone results

• Standalone total income from operations (Q1 FY27): Rs 12,752.36 lakhs.
• Revenue from operations: Rs 11,884.62 lakhs; Other income: Rs 867.74 lakhs.
• Standalone PAT: Rs -1,816.60 lakhs for the quarter.
• Standalone EPS basic/diluted: -0.09.

Strategic actions & capital raising

• Acquisition of 90% stake in Avenir International Engineers and Consultants LLC approved.
• Shareholder approval obtained on Aug 5, 2026; lender/exchange approvals in process.
• Rights issue: broader equity raise approved; conversions of partly paid shares to fully paid.

Capital structure & tax notes

• Carried forward DTA on unabsorbed losses stood at Rs 25,765.77 lakhs; write-off in quarter Rs 2,421.99.
• Overdue non-current contract assets: Rs 9,037.98 lakhs; overdue non-current trade receivables: Rs 5,844.92 lakhs.

Arbitration & risks

• SIAC arbitration: damages Rs 19,854.10 lakhs plus interest; auditors note potential impact.
• Receivables attachments and regulatory/litigation are ongoing; management guidance on liabilities remains uncertain.

Business model & segments

• CODM reviews EPC as a single segment; no external segment disclosure.
• Major operations concentrated in India; no foreign revenue/assets.