SEPC Limited held its 26th Annual General Meeting on September 28, 2026, through Video Conferencing and Other Audio Visual Means. The meeting addressed key governance matters, including the reappointment of a retiring director and the induction of a new independent director.

Dr. Ravichandran Rajagopalan, Independent Director and Chairman of the Audit Committee, chaired the session as the regular Chairman was unavailable. The meeting commenced at 10:30 am and concluded at 11:29 am. The requisite quorum was present, allowing the proceedings to move forward in compliance with Ministry of Corporate Affairs and Securities and Exchange Board of India circulars.

Resolutions transacted

The shareholders considered four primary items of business set out in the notice for FY26:

1. Adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2026.
2. Reappointment of Venkataramani Jaiganesh as a Director, who retired by rotation and offered himself for reappointment.
3. Ratification of remuneration for the Cost Auditor for the financial year ending March 31, 2026.
4. Appointment of Vasuki K B K as an Independent Director.

Governance and audit updates

During the meeting, the Chief Financial Officer informed members that the Statutory Audit Report contained observations for FY26, which were taken as read. In contrast, the Secretarial Audit Report was reported to be free from qualifications for the same period. The Managing Director and Chief Financial Officer provided detailed explanations regarding the company's performance, addressing queries from registered shareholders.

The Chairman facilitated electronic voting for all resolutions, with the facility remaining open for 15 minutes post-briefing. Consolidated voting results, along with the Scrutinizer's report, are scheduled to be displayed on the company's website and the Central Depository Services (India) Limited platform. These results will also be announced to stock exchanges within two working days of the meeting's conclusion.

Voting results summary

The scrutinizer report dated September 29, 2026, confirmed that all resolutions were passed with requisite majority. Notably, the adoption of financial statements saw significant dissent from institutional investors, while other governance appointments received broad support.

Details of new director appointment

In a filing dated September 29, 2026, SEPC Limited provided further details regarding the appointment of Ms. Vasuki K B K (DIN: 07452011) as an Independent Director. The appointment is for a term of 5 years, effective from August 25, 2026, to August 24, 2031.

Ms. Vasuki K B K brings extensive legal and judicial experience to the board. She enrolled with the Bar Council of Tamil Nadu in 1979 and served as a District Judge and Additional District Judge. She was elevated as a Judge of the Madras High Court in 2010, serving until her retirement on September 8, 2015. During her tenure, more than 100 of her judgments became precedents in various law journals. Post-retirement, she served as a Nominee Director with Star Health and Allied Insurance Co. Ltd. until 2019 and currently serves as an Independent Director in Indus Finance Ltd. She is not related to any other directors of the company.

What the numbers show

The voting pattern reveals a distinct divergence in shareholder sentiment regarding financial disclosures versus governance appointments. While the reappointment of directors and auditor remuneration received overwhelming support (over 94% in favour), the adoption of FY26 financial statements attracted only 59.72% of votes in favour.

This low assent rate is driven primarily by institutional investors, who cast 95.47% of their votes against the adoption of financial statements. In contrast, public non-institutional shareholders supported the adoption with 98.70% in favour. Promoters voted unanimously in favour across all resolutions. This suggests institutional concerns specifically regarding the audited standalone and consolidated financial statements for FY26, despite the Secretarial Audit Report being unqualified.

SEPC Limited received in-principle board approval on August 26, 2026, to acquire 100% of Wintality Petroleum FZE through a non-cash share swap. The move enables the EPC firm to enter the UAE petroleum trading business without cash outflow from the parent company.

The transaction involves restructuring the equity and capitalisation reserves of SEPC’s wholly owned subsidiary, SEPC FZE, Sharjah. Upon completion, Wintality Petroleum FZE will become a step-down subsidiary of SEPC Limited. The deal does not attract provisions of Section 188 of the Companies Act, 2013, or Regulation 23 of SEBI LODR.

Transaction Structure

To facilitate the acquisition, the board approved the subdivision of existing equity and capitalisation reserves of SEPC FZE, Sharjah. The existing share capital of one share valued at 150,000 AED will be subdivided into 1,500 shares of 100 AED each.

Additionally, 38,500 shares of 100 AED each will be issued out of capitalisation of reserves, creating a total equity pool of 40,000 shares. Out of this augmented equity, 1,700 shares will be reserved as non-cash consideration for the share swap. The remaining 38,300 shares will be issued directly to the parent company, ensuring a post-issue equity stake of 95.75% in SEPC FZE, Sharjah.

Mr. V Jaiganesh, Managing Director, was authorised to execute the Share Purchase Agreement and obtain requisite regulatory approvals. Dr. Ravichandran Rajagopalan was nominated as a director on the board of the wholly owned subsidiary.

Board Appointments and AGM

Based on the recommendation of the Nomination and Remuneration Committee, the board appointed Ms. K B K Vasuki as an Additional Director (Non-Executive, Independent Director). Her term is five consecutive years from August 25, 2026, to August 24, 2031, subject to shareholder approval.

Ms. Vasuki, enrolled with the Bar Council of Tamil Nadu in 1979, served as a judge of the Madras High Court between 2010 and 2015. She currently serves as an Independent Director in Indus Finance Ltd. and is engaged in arbitration proceedings.

The Annual General Meeting is proposed to be held on Monday, September 28, 2026, through video conference or other audio-visual means.