SEPC Limited shareholders have approved the issuance of equity shares to the shareholders of Avenir International Engineers and Consultants LLC, Abu Dhabi, on a preferential basis for consideration other than cash by way of a swap of equity shares. The resolution, which enables the company to execute the strategic partnership without immediate cash outflow, passed with 98.97% assent on August 05, 2026, marking the conclusion of the postal ballot process initiated under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors had appointed Alagar & Associates LLP as the scrutinizer for the postal ballot notice dated July 06, 2026. The remote e-voting facility, managed by Central Depository Services (India) Limited (CDSL), was open from July 07, 2026, at 9:00 AM IST to August 05, 2026, at 5:00 PM IST. As per the scrutinizer’s report filed with the National Stock Exchange of India Limited and BSE Limited, all four resolutions sought were passed by the requisite majority. The cut-off date for determining eligible voters was July 03, 2026, with 3,22,792 shareholders on record.

Voting Results Summary

Shareholders voted on four key resolutions during the postal ballot period. While promoter group support was unanimous across all items, public non-institutional investors showed varying levels of dissent, particularly regarding the increase in borrowing limits.

Promoter vs. Public Voting Patterns

The detailed voting data reveals a distinct divergence between promoter and public institutional voting behavior. The Promoter and Promoter Group, holding 217,595,982 shares, voted 100% in favor of all four resolutions. Public institutions also supported the capital increase and the Avenir swap unanimously but opposed the increase in loan thresholds and borrowing limits.

For the resolution to increase the threshold of loans, guarantees, and investments under Section 186 of the Companies Act, 2013, public institutions voted against the proposal with 88.42% dissent, though the resolution passed due to promoter backing. Similarly, for the increase in the overall borrowing limit under Section 180(1)(C), public institutions dissented by 88.42%, while public non-institutions dissented by 43.24%. Despite this opposition from the public segment, the strong promoter support ensured the passage of these strategic financial flexibility measures.

What the Numbers Show

The overwhelming support for the Avenir International Engineers swap deal (98.97%) suggests shareholder confidence in the strategic value of this partnership, likely viewing the equity swap as a accretive or neutral transaction compared to cash dilution. However, the significant dissent from public institutions on borrowing limits (3.50% overall dissent, driven by 88.42% institutional dissent) indicates caution regarding leverage expansion. This split highlights a governance dynamic where promoters are driving aggressive financial structuring—increasing both borrowing capacity and loan thresholds—while institutional investors exercise restraint, potentially signaling concerns over debt levels or risk exposure despite approving the core strategic alliance.

SEPC Ltd has issued a corrigendum to its postal ballot notice dated July 06, 2026, providing specific details regarding a preferential issue of equity shares. The filing, circulated to members on July 22, 2026, outlines the proposed allotment of 1,53,00,00,000 equity shares through a share swap mechanism with three specific entities. This issuance will alter the shareholding structure of the company, with the proposed allottees moving from a zero holding to significant stakes post-issue.

The corrigendum specifies the details of the proposed allottees and the maximum number of equity shares to be swapped and allotted. Avenir Oil Field Equipment L.L.C, UAE will swap 3 shares for 5,10,00,000 issued shares. Tranvel Holidays Private Limited will swap 44 shares for 74,80,00,000 issued shares. Zoomstud Impex Private Limited will swap 43 shares for 73,10,00,000 issued shares. All three entities are classified as Non-Promoters.

Shareholding and Beneficial Owners

The document identifies the natural persons who are the ultimate beneficial owners of the entities receiving the allotment. For Avenir Oil Field Equipment L.L.C, the beneficial owner is Uma Gunaseelan. For Tranvel Holidays Private Limited, the beneficial owner is Abdulla Abdulrahman Yousuf Ahmed Al Nasser. For Zoomstud Impex Private Limited, the beneficial owner is Sultan Yousef Naser Alhosani.

Post-Issue Capital Structure

The preferential issue will result in the proposed allottees holding a combined percentage of the post-preferential issue capital. The following table details the pre-issue and post-issue shareholding percentages, assuming all partly paid shares are converted into fully paid shares.

| Name of the Proposed Allottees | Category | Pre Issue Shareholding | Post Issue Shareholding | |---:|---|---:|---:|---:| | | | No. of Shares | % | No. of Shares | % | | Avenir Oil Field Equipment L.L.C, UAE | Non-promoter | 0 | 0 | 51000000 | 1.47 | | Tranvel Holidays Private Limited | Non-promoter | 0 | 0 | 748000000 | 21.52 | | Zoomstud Impex Private Limited | Non-promoter | 0 | 0 | 731000000 | 21.03 |

The corrigendum updates the weblinks for the Valuation Report and the Certificate of a Practicing Company Secretary, directing members to the company's website. All other contents of the original Postal Ballot Notice remain unchanged. The document has been published in Business Standard and Makkal Kural and is available on the BSE and NSE websites.