NSEOutcome of Board Meeting4d ago · 25 Aug 2026, 07:14 pm

Outcome of Board Meeting

SEPC Limited · SEPC

✦ AI SummaryM&A

SEPC Limited's Board of Directors has approved the acquisition of Wintality Petroleum FZE, a UAE entity, through a non-cash consideration by way of a strategic share swap. The company has also approved the appointment of Ms. K B K Vasuki as an Additional Director and the subdivision of existing equity and capitalisation reserves of its Wholly Owned Subsidiary (WOS) in the UAE.

Analysis Scores

Earnings Impact6/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk4/10
Balance Sheet Risk5/10
Liquidity Impact7/10
Market Sentiment5/10

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Full Announcement

We herewith enclose the Outcome of the Board Meeting held today i.e., August 25, 2026. Detailed letter is enclosed.

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SHRIRAMEPC_25082026191423_Outcome_BM_25082026_Sd.pdf

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August 25, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, 14th Floor, PJ Towers, Bandra Kurla Complex, Dalal Street, Mumbai 400051 Mumbai 400001 SYMBOL: SEPC Scrip Code: 532945 Dear Sir/Madam, Sub: Intimation of Outcome of Board Meeting under Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Board of Directors of the Company, at their meeting held today, i.e., August 25, 2026, inter alia, considered and approved the following: 1. The Annual General Meeting of the Company is proposed to be held on Monday, September 28,2026 through Video Conference or Other Audio- Visual Means; 2. Based on recommendation of Nomination and Remuneration Committee, Ms. K B K Vasuki (DIN: 07452011) be and is hereby appointed as an Additional Director (Non-Executive, Independent Director) on the Board of the Company for a first term of five consecutive years from 25-08-2026 to 24-08-2031 subject to approval of the shareholders in the ensuing General Meeting. 3. The Board granted Inprinciple approval for SEPC FZE, Sharjah to acquire 100% of Wintality Petroleum FZE, an UAE entity specializing in the import, export, and global trading of refined petroleum products, through a non-cash consideration by way of a strategic share swap. Upon completion of the share swap, Wintality Petroleum FZE will become a step-down subsidiary of SEPC Limited. 4. The Board also granted approval for subdivision of existing Equity and Capitalisation reserves of its Wholly Owned Subsidiary (WOS) in the UAE, SEPC FZE, Sharjah, to facilitate the acquisition of Wintality Petroleum FZE by way of Share Swap. The existing share capital of SEPC FZE, Sharjah comprising 1 share valued at 150,000 AED, will be subdivided into 1500 shares of 100 AED each and additional 38500 shares of AED 100 each will be issued out of Capitalisation of Reserves, creating a total equity pool of 40,000 shares. Out of this newly augmented equity, 1,700 shares will be reserved for utilization as non-cash consideration to execute a strategic share swap for the 100% acquisition of the Target Company - Wintality Petroleum FZE. The remaining balance of 38,300 shares will be issued directly to the Parent Company, SEPC Limited, as fully paid-up Shares by Capitalisation of Reserves, thereby ensuring a post-issue equity stake of 95.75% in SEPC FZE, Sharjah. Pursuant to the completion of this share swap, Wintality Petroleum FZE will become a step- down subsidiary of SEPC Limited. The transaction does not attract the provisions of Section 188 of the Companies Act, 2013, or Regulation 23 of SEBI LODR. Neither the Target Company (Wintality Petroleum FZE) nor its promoters are related to any of the Promoter, Director, or Key Managerial Personnel of SEPC Limited or SEPC FZE, Sharjah. Further, the Company nominated Dr. Ravichandran Rajagopalan (DIN: 01920603) to be appointed as a Director on the Board of the WOS and authorised Mr. V Jaiganesh, Managing Director of the Company to undertake all necessary commercial, legal, structural, regulatory and advisory formalities, including the execution of the Share Purchase Agreement (“SPA”) and such other documents as may be necessary in connection with the proposed transaction and to obtain the requisite Government and regulatory approvals. The Company explicitly vouches that it will keep the Stock Exchanges continuously updated on all material developments, final valuations, and definitive agreements regarding this transaction until its final completion. The Meeting commenced at 2:45 P.M. and concluded at 05.30 P.M. We request you to take the same on record. Thanking you, Yours Faithfully, For SEPC Limited T Sriraman Company Secretary & Compliance Officer Encl: a/a. Annexure – 1 Details required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023. S. Disclosure Requirements Details 1. Reason for Change viz Appointment, The Board of Directors, based on the recommendation of reappointment, Resignation, removal, Nomination & Remuneration Committee, approved the death or otherwise appointment of Ms. K B K Vasuki (DIN: 07452011) as an Additional Director in the capacity of Non-Executive, Independent Director of the Company with effect from August 25,2026 for the first term of five consecutive years subject to approval of shareholders. 2. Date of appointment /reappointment / August 25,2026 cessation (as applicable) & term of appointment/ re-appointment. 3. Brief Profile (In case of appointment) Ms. K B K Vasuki (DIN: 07452011) enrolled with Bar Council of Tamil Nadu in 1979 and gained vast legal expertise while working with Thiru. R. Gandhi, Sr. Advocate and Former President of High Court Advocate Association and Tamil Nadu & Puduchery / Federation. She was appointed as District Muncif in the year 1986 and promoted as Sub-Judge in 1991 and worked at Salem and Coimbatore. In 1992, she was promoted as District Judge and worked as Additional District Judge at Salem and Coimbatore. In 1992 she was promoted as District Judge. Between 1998 and 2002 she was Chief Judicial Magistrate, and she worked in various courts as Judge. The year 2010 witnessed her elevation as judge of the Madras High Court, a premium High Court of the Country and she continued to render her services till her retirement on 8th September 2015. During her tenure as Judge in the esteemed High Court of Madras, she adjudicated several cases of which more than 100 judgments found place in various Law Journals and have become precedents till date. Since her retirement, she was a Nominee Director with Star Health and Allied Insurance Co. Ltd. till 2019. As a Member of Arbitration Panel, presently, she is engaged in Arbitration Proceedings as both sole Arbitrator as well as Member of larger panels, thus, continuing her affection towards delivery of justice. She is also an Independent Director in Indus Finance Ltd. 4. Disclosure of relationship between Ms. K B K Vasuki is not related to any of the Directors directors (In case of Appointment) of the Company.