SEPC Ltd

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.

Key update

• Subject: banning order from TCIL against SEPC tied to Punjab Smart Prepaid Metering Project.
• SEPC disputes the order's basis and has challenged it before appropriate authorities.
• Legal remedies pursued to obtain stay and quashing of the banning order.
• Previously intimated LOI from TCIL for the Punjab project and its cancellation are referenced.
• SEBI LODR regulatory disclosures will be provided for material developments.
• No financial impact disclosed in the update.

Order win

• LOA from SAIL-ISP Burnpur for Pellet Plant BOP Package-2 valued ₹854.57 crore (net of ITC).
• 32-month completion for the Pellet Plant BOP works.

Project scope

• Pellet Plant Package-2 covers BOP, Civil, and Structural works.

Financial highlights

• FY26 total income ₹1,085.8 Cr, EBITDA ₹108.9 Cr, net profit ₹53.5 Cr.
• Net profit more than doubled versus FY25 ₹646.0 Cr.

Key Update

• Board meeting ended 3:30 PM; disclosure submitted at 4:43 PM within 3-hour SEBI LODR window.
• XBRL EPS mismatch was a clerical error; PDF EPS was correct.
• XBRL was resubmitted with corrected EPS matching the PDF.
• Company strengthened internal review to prevent future clerical errors.
• Commitment to timely, accurate disclosures per SEBI LODR Regulations.

Dematerialisation processing

• Dematerialisation requests received during the period were confirmed to depositories by the registrar and transfer agent.

Listing confirmation

• Securities dematerialised were listed on the exchanges where the original securities are listed.

Custody and ownership update

• Physical certificates dematerialised were mutilated and cancelled; depository's name updated as registered owner within the timeline.

Contract termination and arbitration

• Termination notice received via email for EPC Sub-Contract with Shalimar Corp; LOA Rs 521.46 crore; original copy pending.
• Matter referred to arbitration; company will inform stock exchanges of material developments.