Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

SEPC Limited

Meeting Details

The company is conducting a postal ballot without a physical meeting. The remote e-voting period begins on Tuesday, 07 July 2026, at 9:00 A.M. and ends on Wednesday, 05 August 2026, at 5:00 P.M. The cut-off date for determining shareholder eligibility is Friday, 03 July 2026.

Proposed Resolutions and Implications

Resolution 1: Increase Authorized Share Capital (Ordinary Resolution)
  • Current authorized capital: ₹2250,00,00,000 divided into 225,00,00,000 equity shares of ₹10 each
  • Proposed authorized capital: ₹6000,00,00,000 divided into 600,00,00,000 equity shares of ₹10 each
  • Requires alteration of Clause V of the Memorandum of Association
  • New shares will rank pari passu with existing equity shares
Resolution 2: Increase Threshold for Loans/Guarantees/Investments (Special Resolution)
  • Seeks approval for loans, guarantees, securities provision, and investments up to ₹3,000 Crores
  • This exceeds limits prescribed under Section 186 of the Companies Act, 2013
  • Board authorization for related actions and documentation
Resolution 3: Preferential Share Issuance for Avenir Acquisition (Special Resolution)
  • Issue up to 153 Crore equity shares of ₹10 each at par value
  • Consideration: Swap of shares for acquisition of 90% stake in Avenir International Engineers and Consultants LLC, Abu Dhabi
  • Total consideration: ₹1530 Crores
  • Allottees and share allocation:
  • Avenir Oil Field Equipment L.L.C, UAE: 5,10,00,000 shares (1.47% post-issue)
  • Tranvel Holidays Private Limited: 73,10,00,000 shares (21.03% post-issue)
  • Zoomstud Impex Private Limited: 74,80,00,000 shares (21.52% post-issue)
  • Floor price calculation: Relevant date is 06 July 2026
  • 90-day VWAP: ₹6.86 (NSE)
  • 10-day VWAP: ₹6.84 (NSE)
  • Valuation report by Ms Ambika Singh, Registered Valuer (IBBI/RV/06/2019/12358)
  • Lock-in period as per SEBI ICDR Regulations
  • Strategic purpose: Entry into Oil & Gas Engineering including FEED and PMC services
Resolution 4: Increase Borrowing Limits (Special Resolution)
  • Increase borrowing limit to ₹7500 Crores under Section 180(1)(c) of Companies Act, 2013
  • Includes non-fund based banking facilities
  • For business expansion, working capital, capex, investments, and general corporate purposes

Voting Process and Methods

The company has engaged Central Depository Services (India) Limited (CDSL) as the agency to provide remote e-voting facility. Voting will be conducted exclusively through electronic means with no physical polling. The notice is being sent only in electronic mode to members whose email addresses are registered as of the cut-off date.

Scrutinizer Appointment

M/s. Alagar & Associates LLP (Firm Registration No. L2025TN019200), Company Secretaries, Chennai, has been appointed as Scrutinizer to conduct the postal ballot process in a fair and transparent manner. The Scrutinizer will submit a report to the Chairperson after completion of scrutiny.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and relevant Rules
  • MCA General Circular Nos. 14/2020, 17/2020, and 03/2025
  • Secretarial Standard-2 (SS-2)
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

Additional Information

The notice includes detailed instructions for remote e-voting for both demat and physical shareholders, helpdesk contact information for technical support, and procedures for shareholders whose email/mobile numbers are not registered. The documents are available for electronic inspection by emailing tsr@sepc.in. The results will be announced at the Registered Office (3rd Floor, ASV Hansa Towers, No. 53/20, Greams Road, Thousand Lights, Chennai-600006) and uploaded to the company website and CDSL website within two working days of conclusion.