The Board, subject to shareholders' approval, considered and approved the following items:

1. Capital and Operational Threshold Increases

  • Authorized Share Capital Increase: To increase the authorized share capital from the existing ₹2,250,00,00,000 (Rupees Two Thousand Two Hundred and Fifty Crore) divided into 225,00,00,000 equity shares of ₹10 each to ₹6,000,00,00,000 (Rupees Six Thousand Crore) divided into 600,00,00,000 equity shares of ₹10 each. This requires a consequent amendment to Capital Clause V of the Memorandum of Association.
  • Inter-Corporate Loan/Investment Limit Increase: To increase the threshold for loans, guarantees, providing securities, and making investments under section 186 of the Companies Act, 2013, to an amount not exceeding ₹3,000 Crore (Rupees Three Thousand Crore).
  • Borrowing Limit Increase: To increase the borrowing limits under section 180 of the Companies Act, 2013, for an amount not exceeding ₹7,500 Crore (Rupees Seven Thousand Five Hundred Crore).

2. Acquisition of Avenir International Engineers and Consultants LLC

  • The Board approved the acquisition of up to 90% of the share capital of Avenir International Engineers and Consultants LLC, Abu Dhabi (Avenir).
  • The acquisition will be effected through a preferential issue of up to 153,00,00,000 (One Hundred and Fifty-Three Crore) equity shares of SEPC Limited, with a face value of ₹10 each, at an issue price of ₹10 per share.
  • The total consideration for the acquisition is ₹1,530,00,00,000 (Rupees One Thousand Five Hundred Thirty Crore).
  • The mode of payment is consideration other than cash, specifically a swap of shares with the shareholders of Avenir.
  • The Board noted that a Share Purchase Agreement (SPA) and other necessary documents regarding the proposed transaction had been executed between SEPC Limited, Avenir, and the shareholders of Avenir. The Board had initially approved this acquisition on March 23, 2026.
  • A valuation report from a registered valuer has been obtained and uploaded on the company's website.

3. Other Board Approvals

  • Approval of the Postal Ballot Notice for seeking the approval of the company's members through remote e-voting for the above matters.
  • Appointment of M/s. Alagar & Associates LLP (Firm Registration No. L2025TN019200), Company Secretaries, Chennai, as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.

Details of the Acquisition Target (Avenir)

  • Name: Avenir International Engineers and Consultants LLC, Abu Dhabi.
  • Industry: Engineering and Design for the Oil and Gas and other civil-related sectors in the UAE.
  • Capital Structure: Authorized share capital of AED 150,000 divided into 100 equity shares of AED 1,500 each. Paid-up capital is also AED 150,000 divided into 100 equity shares of AED 1,500 each.
  • Financials:
  • Turnover for 2025: AED 75,007,436
  • Turnover for 2024: AED 73,931,081
  • Turnover for 2023: AED 69,168,023
  • Date of Incorporation: 03 November 2011.
  • Geographic Presence: The entity operates only in the UAE.
  • Related Party Status: The acquisition is not a related party transaction. The promoters/promoter group/group companies of SEPC have no interest in Avenir.
  • Rationale for Acquisition: To expand SEPC's business into the Oil & Gas sector, which it is presently venturing into. Avenir has pre-qualifications with ADNOC in the UAE and can help secure projects in the Middle East.
  • Governmental Approvals: No prior governmental or regulatory approvals are required under applicable laws.
  • Timeline: The acquisition is expected to be completed by the end of December 2026.

Details of the Preferential Issue

  • Type of Security: Equity Shares of ₹10 each.
  • Type of Issuance: Preferential Issue pursuant to Sections 42 and 62 of the Companies Act, 2013, and Chapter V of the SEBI (ICDR) Regulations, 2018.
  • Total Issue: Up to 153 Crore equity shares for a total consideration of ₹1,530 Crore.
  • Allottees: The shares will be allotted to three entities in exchange for their shares in Avenir:

1. Avenir Oil Field Equipment L.L.C, UAE: To be allotted 5,10,00,000 equity shares of SEPC against 3 shares in Avenir.

2. Tranvel Holidays Private Limited: To be allotted 73,10,00,000 equity shares of SEPC against 43 shares in Avenir.

3. Zoomstud Impex Private Limited: To be allotted 74,80,00,000 equity shares of SEPC against 44 shares in Avenir.

  • Post-Allotment Status: All allottees are currently and will remain classified as Non-Promoter shareholders.
  • Mode of Payment: The issue is for consideration other than cash (share swap). There is no cash outflow for SEPC Limited.