Your director's present the Twenty Sixth Annual Report
together with the Audited Financial Statements of your
Company for the financial year ended March 31, 2026.

FINANCIAL RESULTS (' in Lakhs)

OPERATING RESULTS & PERFORMANCE

During the financial year ended March 31, 2026, the
Company recorded:

On a consolidated basis, total income increased to
51, 08, 583.90 lakhs from 564,601.67 lakhs and profit
after tax increased to 55,353.84 lakhs from 52,482.03
lakhs. The consolidated performance reflects the
contribution of the Company's international operations
and subsidiaries.

On a standalone total income of 557,909.09 lakhs
as compared with 564,601.67 lakhs in the previous
financial year. Despite the moderation in revenue, the
Company reported a profit after tax of 52,097.05 lakhs
for FY 2025-26 as against 52,514.57 lakhs in FY 2024-25.

BUSINESS HIGHLIGHTS

Your directors are pleased to report that the Company
continued to strengthen its position in the Engineering,

Procurement and Construction (EPC) sector during
FY 2025-26. The Company maintained its focus on
execution of water and municipal infrastructure, roads,
industrial and process plant projects, while pursuing
opportunities in international markets and other
specialized infrastructure segments. The Company
also continued to focus on disciplined project selection,
execution efficiency, working-capital management,
strengthening of internal controls and prudent risk
management.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has constituted a Risk
Management Committee. The details of Committee
and its terms of reference are set out in the Corporate
Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management
(BRM) framework to identify, evaluate, treat and
Report business risks. This framework seeks to create
transparency, minimize adverse impact on the
business objectives and enhance the Company's
competitive advantage. The business risk framework
defines the risk management approach across the
enterprise at various levels including documentation
and reporting. The framework has different risk models
which help in identifying risks trend, exposure and
potential impact analysis at a Company level as well
as business segments and its mitigation plans.

The business risks identified by the Company and its
mitigation plans are as under:

Project Risks:

In the context of the projects being executed, the
Company reviews the risks associated with a project in
all the following aspects, but is not restricted to:

• Client related details such as financial closure of
the project, credit worthiness and reputation of the
client before even signing of the contract.

• Estimation risk like price and quantity variances,
contingency provision, forex fluctuation on a
periodic basis.

• Commercial risks like taxes and duties, payment
terms, bank guarantee requirements

• Organizational risks like availability of technical
and managerial resources, gap funding needs,
consortium partner's roles and responsibilities.

• Performance risk like achievability of guaranteed
parameters, time schedule, warranty and defect
liability obligations.

• Interfacing risks like coordination with multiple
agencies for approvals and clearance

• Geographic risks like unfavorable weather
conditions, earthquake floods etc.

The above key risks are closely tracked for timely
mitigation.

Competition Risks:

The Infrastructure Industry is intensely competitive.
To mitigate this risk, the company is leveraging on its
expertise and experience to increase market share,
enhance brand equity / visibility and enlarge product
portfolio and service offerings

Occupational Health & Safety (OHS) Risks:

Safety of employees and workers is of utmost
importance to the company. To reinforce the safety
culture in the company, it has identified occupational
health & safety as one of its focus areas. Various training
programs have been conducted at the sites such as
behavior-based safety training program, visible safety
leadership program, logistics safety program etc.

FOREIGN EXCHANGE AND COMMODITY PRICE RISKS

The businesses of the Company are exposed to
fluctuations in foreign exchange rates and commodity
prices. Additionally, it has exposures to foreign currency
denominated financial assets and liabilities. The
business-related financial risks, especially involving
commodity prices, by and large, are managed
contractually through price variation clauses, while the
foreign exchange rate risks and residual commodity
price risks are managed by treasury products. Financial
risk management is governed by the Risk Management
framework and policy approved by the Audit
Committee and authorised by the Board. Financial risks
in each business portfolio are measured and managed
by corporate treasury. Despite currency weakness and
elevated financial market volatility, the Company's
robust financial risk management processes ensured
financial costs remain under control.

BUSINESS OVERVIEW

Your Company is engaged in the Turnkey EPC
business, covering engineering, procurement and
construction activities. Its principal areas of operation
include municipal and water infrastructure, water and
wastewater treatment projects, Roads, metallurgical
and process plants and other infrastructure projects.

During the year, the Company continued to leverage
its established execution capabilities and sectoral
experience while expanding its presence in international
infrastructure opportunities. The Company is also
evaluating opportunities in power plant operations,
international infrastructure and large-scale solar EPC,
with a view to broadening its business portfolio and
creating sustainable long-term value for stakeholders.

The Company is also exploring opportunities in Oil
and Gas sector in addition to power plant operations,
international infrastructure and large-scale solar
EPC, reflecting its strategy to diversify its capabilities,
broaden its addressable market and build a balanced
portfolio of projects.

SUBSIDIARY

The Company continues to operate internationally
through its subsidiaries. The Company has adopted
a Policy on Identification of Material Subsidiaries in
accordance with the SEBI Listing Regulations.

The Company has a Policy on Identification of Material
Subsidiaries, formulated pursuant to the applicable
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Accordingly, M/s
SEPC (fze) Sharjah falls within the definition of Material
Subsidiary.

a) SEPC (FZE) Sharjah

During the year ended March 31, 2026, SEPC FZE
was awarded a contract for construction, supply
and installation of four steel tanks of 45,000-litre
capacity each, Design and Engineering contracts
from for AED 208.02 million The subsidiary
continues to pursue additional opportunities in
the GCC region leveraging its qualifications and
execution capabilities.

b) SHRIRAM EPC ARKAN LLC, MUSCAT

Shriram EPC Arkan LLC, the step-down subsidiary
of SEPC, consequent to the completion of

MISCO project has streamlined its operations
and continues to explore suitable business
opportunities in the region.

c) SEPC ARABIA LIMITED COMPANY

During FY 2022-23, the Company incorporated
SEPC Arabia Limited Company, a wholly owned
subsidiary in the Kingdom of Saudi Arabia.

The company does not have any associate or joint
venture and during the year under review, there is
no change in the status of the existing subsidiaries.
The subsidiary continues to explore suitable
business opportunities in the region.

The salient features of the financial statements of
the subsidiaries, as required under Form AOC-1,
are enclosed as Annexure I to this Report.

DIVIDEND

The Company generated a profit during the financial
year 2025-26. However, considering the Company's
accumulated losses and the need to conserve cash
for operations, working capital and future growth, the
Board of Directors has decided not to recommend
any dividend for FY 2025-26. The Dividend Distribution
Policy in terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is placed on the Company's website at https://
www.sepc.in/pdf/Dividend-Distribution-Policy.pdf

RESERVES

No amount has been transferred to the General Reserve
during the financial year under review.

SHARE CAPITAL

The authorized and paid-up capital of your Company
is Rs.2250 Crores and Rs. 1943.32¹ Crores respectively.

The shareholding pattern as on March 31, 2026 is as
under:

Stressed Assets, 2019. The Listing & Trading approval
from the Stock Exchanges BSE and NSE for the Equities
allotted consequent to Conversion were received on
March 18, 2026& May 25, 2026 respectively.

Subsequently, the Issue & Allotment Committee, at its
meeting held on January 06, 2026, has and approved
the allotment of 21,90,635 equity shares of the Company
pursuant to the conversion of Compulsorily Convertible
Debentures issued to the Lenders of the Company
pursuant to RBI Prudential Framework for Resolution of
Stressed Assets, 2019. The Listing & Trading approval
from the Stock Exchanges BSE and NSE for the Equities
allotted consequent to Conversion were received on
May 19,2026 and July 24,2026 respectively.

RIGHTS ISSUE

During FY 2025-26, the Rights Issue Committee of the
Board, pursuant to the authority delegated by the
Board, approved the raising of funds through a rights
issue of equity shares aggregating up to S350 crores.
The Company issued 35,00,00,000 partly paid-up
Rights Equity Shares of face value S10 each at an issue
price of S10 per share, on a rights basis in the ratio of 11
Rights Equity Shares for every 50 fully paid-up equity
shares held as on the record date, May 23, 2025.

The Rights Issue was opened for the Eligible Equity
Shareholders from June 9, 2025 and closed on June 23,
2025. Shareholders were required to pay S5 per share
at the time of application, with the balance S5 payable
on the First and Final Call. The basis of allotment
was approved by BSE Limited on June 27, 2025 and
35,00,00,000 partly paid-up Rights Equity Shares were
allotted on the same date. Trading approvals were
subsequently obtained from BSE Limited and the
National Stock Exchange of India Limited on July 11,
2025.

Pursuant to the terms of the issue, the Rights Issue
Committee approved the First and Final Call of S5 per
partly paid-up Rights Equity Share and fixed September
30, 2025 as the record date. The call money payment
period commenced on October 23, 2025 and closed on
November 7, 2025.

Upon receipt and reconciliation of the call money
30,07,10,295 partly paid-up equity shares were
converted into fully paid-up equity shares on November
12,2025. Subsequently, upon receipt and reconciliation
of the outstanding call money an additional 2,42,36,652
partly paid-up equity shares were converted into fully
paid-up equity shares on May 09,2026.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered
under Chapter V of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant
or material orders passed by any regulators, courts
or tribunals which would adversely affect the going
concern status of the Company or have a material
impact on its future operations except the orders
passed by the Hon'ble High Court of Madras attaching
the receivables of the company in respect of the
litigation between GPE (India) Ltd and Others vs Twarit
Consultancy Services Private Ltd and SEPC Limited. For
Details refer Note number 60 of Notes forming part of
Standalone Financial Statements.

PARTICULARSOFLOANS,GUARANTEESORINVESTMENTS

During the year under review, the Company did not
grant any loans to any person or other body corporate,
nor did they provide guarantee or security in connection
with any loan or make any investments.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES (REFERRED TO IN SUB SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013)

All transactions with related parties were on arm's
length basis and in the ordinary course of business.
There was no material related party contract during
the year. Form AOC-2 as required under Section 134 (3)
(h) of the Act is enclosed to this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of
the Company during the financial year 2025-26.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

In addition to the Internal Controls on Operations,
the Board has laid emphasis on adequate internal
financial controls to ensure that the financial affairs
of the Company are carried out with due diligence.
The company has an internal control system
commensurate with the size, scale and complexity of its
operations whose efficacy is periodically reviewed by
the Internal Audit function of the Company. The Scope
and authority of the internal audit function along with
the Internal Audit Plan is defined and reviewed by the
Audit Committee of the company. The Internal Audit
reports were placed on a quarterly basis before the
Audit Committee as well as the Board for its scrutiny
and remedial measures. Apart from Internal Audit
function which scrutinizes all the financial transactions
and operating systems, there are also processes laid
down, leading to CFO/CEO certification to Board on
the adequacy of Internal Financial Controls as well as
internal controls over financial reporting.

APPOINTMENT OR RESIGNATION OF DIRECTORS AND
KEY MANAGERIAL PERSONNEL

During the financial year under review,
Mr. Venkataramani Jaiganesh (DIN: 00095975) was
appointed as Whole-Time Director of the Company
with effect from July 14, 2025, which was approved by
the shareholders at the Annual General Meeting (AGM)
held on September 29, 2025. Subsequently, he was
re-designated as the Managing Director (MD) of the
Company for a term of five (5) years with effect from
September 29, 2025, and ending on September 28,
2030 which was approved by the shareholders through
Postal Ballot on November 12, 2025.

Mr. Venkataramani Jaiganesh (DIN: 00095975)
pursuant to Section 152(6) of the Companies Act, 2013
at the forth coming Annual General Meeting and being
eligible offers himself for re-appointment. In terms of
Secretarial Standards on General Meetings (SS-2),
the necessary resolution for the re-appointment of
Mr. Venkataramani Jaiganesh (DIN:00095975) as a
Director of the Company is included in the Notice sent
along with the annual report

During the financial year, Mr. N.K. Suryanarayanan, (DIN:
01714066), Managing Director & CEO (Key Managerial
Personnel), expressing his desire not to seek re¬
appointment at the end of his term on September 23^rd,
2025, has resigned from the Board of the Company with
effect from closing business hours from September 30,
2025.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to Section 134(3)(p) of the Companies
Act, 2013 and Regulation 17(10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board, at its meeting held on May 25, 2026,
has carried out an annual performance evaluation
of its own performance, the directors individually
as well as the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee
and Risk Management Committee and Stakeholders
Relationship Committee. Performance evaluation of

independent directors was done by the entire board,
excluding the independent director being evaluated.
Further, in compliance with Regulation 25 (3) & (4),
Independent Directors at their separate meeting
dated March 20, 2026, without the presence of other
non-independent directors and members of the
management, have evaluated the performance of non¬
independent directors individually and of the Board
as a whole as well as the chairperson's performance.
The Directors were satisfied with the evaluation
results, which reflected the overall engagement of
the Board and its Committees with the Company.
The Board was of the opinion that the independent
directors appointed possessed integrity, expertise
and experience (including proficiency). The manner in
which the evaluation has been carried out has been
explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company conducts familiarisation programmes
for Independent Directors covering their roles, rights
and responsibilities, the nature of the industry in
which the Company operates, its business model,
financial and operational performance, governance
framework and other relevant matters. Details of such
programmes are made available on the Company's
website at the following link : https://www.sepc.in/pdf/
Familiarization%20Programme%202024-25.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each
Independent Director of the Company under Section
149(7) of the Companies Act, 2013 (Act) read along
with Regulation 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, confirming
compliance with the criteria of Independence laid down
in Section 149(6) of the Act read along with Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Further the Independent Directors have complied
with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013.

INDEPENDENT DIRECTORS' MEETING

During the financial year under review, the Independent
Directors met on March 20, 2026, without the presence
of Non-Independent Directors and members of
Management, in accordance with Schedule IV of the
Companies Act, 2013 and Regulation 25 of the SEBI

Listing Regulations. The meeting included evaluation
of the performance of the Non-Independent Directors,
the Chairperson and the Board as a whole, as well as
an assessment of the effectiveness of the Board in
discharging its duties.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act,
2013, the Board on the recommendation of the
Nomination & Remuneration Committee approved a
policy for selection and appointment of Directors, Key
Managerial Personnel and Senior Management and
their remuneration. The details of the Remuneration
Policy are stated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During FY 2025-26, eight (8) meetings of the Board
of Directors were held on May 29, 2025, July 14, 2025,
August 14, 2025, September 29, 2025, November 14, 2025,
February 2, 2026, February 7, 2026 and March 23, 2026.
The maximum interval between any two meetings
remained within the period prescribed under the
Companies Act, 2013 and the SEBI Listing Regulations.

The maximum interval between any two meetings
did not exceed 120 days, as prescribed under the
Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act,
2013, the Directors of the Company, to the best of its
knowledge and ability state:

a. That in the preparation of the annual accounts
for the year ended March 31, 2026, the applicable
accounting standards had been followed along
with proper explanation relating to material
departures, if any;

b. That the directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the company as at March 31,
2026 and of the profit and loss of the Company for
the year ended on that date;

c. That the directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

d. That the directors had prepared the annual
accounts on a going concern basis;

e. That the directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively.

f. That the directors had devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during
the financial year were in the ordinary course of
business and on an arm's length basis. There were no
materially significant related party transactions with
promoters, Directors, Key Managerial Personnel or
other designated persons that could have a potential
conflict with the interests of the Company at large.
None of the Directors had any pecuniary relationships
or transactions vis-a-vis the Company other than
sitting fees and reimbursement of expenses incurred, if
any, for attending the Board meetings.

All related party transactions are placed before the
audit committee for review and approval as per
terms of the Policy for dealing with related parties.
Prior omnibus approval of the audit committee is
obtained for the transactions which are of a foreseen
and repetitive nature. The policy on related party
transactions as approved by the board is uploaded
on the company's website at the following link:
https://www.sepc.in/pdf/RPT%20Policy-17-2-25.pdf

Form AOC-2 in the specified format is enclosed as
Annexure - II.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER
MADE BY THE STATUTORY AUDITORS AND THE
SECRETARIAL AUDITORS IN THEIR REPORT

The explanations/comments made by the Board
relating to qualifications, reservations or adverse
remarks made by the Statutory Auditors and the
Secretarial Auditor in their respective reports are
furnished below:

STATUTORY AUDITORS' REMARKS

i. The carrying value of Deferred Tax Asset (DTA)
as on March 31, 2026, include an amount of
Rs.28,187.76 Lakhs (March 31, 2025 Rs. 29,548.46

lakhs), which was recognized on carried forward
business losses of Rs.80,665.52 Lakhs (March 31,
2025 Rs. 84,559.48 lakhs). Due to non-availability
of sufficient appropriate audit evidence to
corroborate management's assessment that
sufficient taxable profits will be available in
the future against which such carried forward
business losses can be utilised as required by Ind
AS 12: "Income taxes", we are unable to comment
on adjustments, if any, that may be required to the
carrying value of the aforesaid DTA as on March 31,
2026.

Refer Note 42 (b) of the Standalone Financial
Statement.

ii. Non-Current Contract Assets include overdue
balances of Rs.9,037.98 lakhs as at March 31, 2026
(March 31, 2025 Rs.6,959.44 Lakhs), which are net of
provisions of Rs. 1,036.37 lakhs as at March 31, 2026
(March 31, 2025: Rs.926.98 lakhs) and Non-Current
Trade Receivables include overdue balances Rs
5,844.92 Lakhs as on March 31, 2026 (March 31, 2025
Rs. Rs 495.18 lakhs) [net of provisions amounting to
Rs. 538.77 Lakhs (March 31, 2025: Rs.82.99 lakhs)],
relating to dues on projects which have been
stalled due to delays in obtaining approvals from
the regulatory authorities and on account of
disputes. Due to the non-availability of sufficient
appropriate audit evidence to corroborate
management's assessment of the recoverability
of the said balances on these projects, we are
unable to comment on the carrying value of these
non- current Contract Assets and non-current
Trade Receivables and the consequential impact
if any, on the Statement of the Company for the
year ended March 31, 2026.

Refer Note 8.1 and 11.1 of the Standalone Financial
Statement

BOARDS RESPONSE TO THE QUALIFICATIONS OF
STATUTORY AUDITORS

Management Response -1

The Company has business losses which are allowed
to be carried forward and set off against available
future taxable profits under the Income Tax Act, 1961, in
respect of which the Company has created Deferred
Tax Assets ("DTA"). The Company has recognized DTA
on the carry forward unabsorbed business losses
to the extent of Rs.80,665.52 lakhs (March 31, 2025:
Rs.84,559.48 lakhs) out of the total carry forward

unabsorbed business losses of Rs.87,285.97 lakhs that
was available as at March 31, 2026 (March 31, 2025-
Rs.92,648.02 lakhs). The DTA amount recognized by the
Company on these carry forward unabsorbed business
losses amounts to Rs.28,187.76 lakhs as at March 31,
2026 (March 31, 2025- Rs. 29,548.46 lakhs). Considering
the potential order book as on date, the current
projects in the pipeline and a positive future outlook
for the Company, the management of the Company
is confident of generating sufficient taxable profits in
the future and adjust them against these unabsorbed
business losses, and accordingly, the DTA as on March
31, 2026,can be utilized before the expiry of the period
for which this benefit is available.

Management Response -2

Non-Current Contract Assets include overdue
balances of Rs. 9,037.98 lakhs as at March 31, 2026
(March 31, 2025 Rs.6,959.44 Lakhs), which are net of
provisions of Rs. 1,036.37 lakhs as at March 31, 2026
(March 31, 2025: Rs.926.98 lakhs). Non-Current Trade
Receivable include overdue balances of Rs 5,844.92
lakhs as at March 31, 2026 (March 31, 2025, Rs. 495.18
lakhs), which are net of provisions of Rs. 538.77 lakhs
as at March 31, 2026 (March 31, 2025: Rs.82.99 lakhs).
Both the above amounts pertain to projects which
have been stalled due to delays in obtaining approvals
from the regulatory authorities and on account of
disputes. One of the customers in the said projects is
undergoing liquidation process, in respect of which
the Company is confident of recovering the dues
based on the realisability of the assets available with
the said customer. Further, considering the ongoing
negotiations with the customers, the management of
the Company is confident of recovering the dues in full.

SECRETARIAL AUDITOR'S REMARKS

The Secretarial Auditor's Report for FY 2025-26 does
not contain any qualification, reservation or adverse
remarks. The Secretarial Audit Report forms part of this
Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been material changes in the financial
position of the company between the end of the
financial year and the date of this report.

The Board of Directors of the company at their meeting
dated May 13, 2025 has approved issuance of equity

shares to the existing equity shareholders on rights
basis for an amount not exceeding Rs 35,000 Lakhs.

The Board of Directors approved the proposed
acquisition of 90% of the equity share capital of Avenir
International Engineers and Consultants LLC, Abu
Dhabi, through a share-swap arrangement, subject
to the requisite approvals of the lenders and other
applicable authorities. The shareholders approved the
proposed acquisition on August 5, 2026 through postal
ballot. As on the date of this Report, the requisite lender
and stock exchange approvals are under process. The
Board continues to monitor these developments and
their potential impact on the Company's business and
financial position.

COMPOSITION OF AUDIT COMMITTEE:

Pursuant to Section 177 of the Companies Act, 2013,
during the year, the Audit Committee was reconstituted
by the Board of Directors and the Committee has the
following members:

* Mr. N.K. Suryanarayanan resigned from the office of
Director with effect from the closing hours of September
30, 2025.

The Board has accepted the recommendations of
the Audit Committee and there were no incidences
of deviation from such recommendations during the
financial year under review. During the year, the Audit
Committee had met Five (05) times on 29^th May, 2025,
14^th August, 2025, 14^th November, 2025, 2^nd February,
2026 and 7^th February, 2026.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013,
during the year, the Committee was not reconstituted
by the Board of Directors and the Committee has the
following members.

During the year, two meetings of the Nomination and
Remuneration Committee were held on 14^th July, 2025
and 14^th August, 2025.

The said committee has been empowered and
authorized to exercise powers as entrusted under the
provisions of Section 178 of the Companies Act, 2013.
The Company had laid out the policy on director's
appointment and remuneration including criteria
for determining qualifications, positive attributes,
independence of a director and other matters
provided under sub section 3 of Section 178 of the
Companies Act, 2013. The details of the committee
including its role and responsibilities are given in the
Corporate Governance Report. Policy on Criteria for
Board Nomination and Remuneration is available
on the website of the Company under the link
https://www.sepc.in/pdf/NRC%20Policy-17-2-25.pdf.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Pursuant to Sections 177(9) and (10) of the Companies
Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has a Vigil Mechanism through
a Whistle Blower Policy. The details about the
whistle blower policy are provided in the Corporate
Governance Report and also posted on the Company's
websitehttps://www.sepc.in/pdf/WHISTLE-BLOWER-
AND-VIGIL-MECHANISM-NEW.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has accumulated losses and, based
on the applicable provisions of Section 135 of the
Companies Act, 2013 and the relevant rules, constitution
of a CSR Committee is presently not applicable.
Accordingly, the CSR Committee constituted earlier
was dispensed with, effective December 27, 2022.
The Company continues to remain mindful of its
broader responsibilities towards stakeholders and the
communities associated with its operations.

Policy on Corporate Social Responsibility is available
in the website of the Company under the link: https://
www.sepc.in/pdf/Policy-on-Corporate-Social-
Responsibility-New.pdf

RISK MANAGEMENT COMMITTEE

The Company has a Risk Management Committee
comprising of three directors. The purpose of risk
management committee of the Board is to assist the
Board in fulfilling its corporate governance oversight
responsibilities with regard to the identification,
evaluation and mitigation of operational, strategic
and external environmental risks. The committee has

overall responsibility for monitoring and approving
the risk policies and associated practices of the
company and also formulated the Risk Management
Policy which is available at the Company's website at
https://www.shriramepc.com/pdf/Risk-Management-
Committee-policy-Terms-of-Reference.pdf. The
risk management committee is also responsible for
reviewing and approving risk disclosure statements
in any public documents or disclosures. The details of
the committee, including its role and responsibilities
and meetings, are given in the Corporate Governance
Report.

* Mr. N.K. Suryanarayanan resigned from the office of
Director with effect from the closing hours of September
30, 2025.

During the year, the Risk Management Committee
had met Two (02) times on 29^th May, 2025 and 14^th
November, 2025.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has in place a Stakeholders Relationship
Committee comprising of three directors with
one independent director as its Chairperson. The
Committee meets once in every quarter to look after
the Grievances of Stakeholders. The Company is
also registered with SCORES (the investor compliant/
grievance platform), to facilitate the stakeholders to
register their complaints / grievances. The details of
the committee including its role and responsibilities
are given in the Corporate Governance Report.

* Mr. N.K. Suryanarayanan resigned from the office of
Director with effect from the closing hours of September
30, 2025.

During the year, the Stakeholders relationship
Committee met Four (04) times on 29^th May, 2025,
14^th August, 2025, 14^th November, 2025 and 7^th February,
2026.

AUDITORS

STATUTORY AUDITORS

M/s. M S K A & Associates had been appointed as
Statutory Auditors of the Company as per Section 139 of
the Companies Act, 2013 initially for a period of 5 years
by the members at the Annual General Meeting held
on August 24, 2017 and reappointed by the members at
the Annual General Meeting held on September 19, 2022.
There is a change of name from M S K A & Associates
to MSKA & Associates LLP (Firm's Registration Number
105047W/W101187), Chartered Accountants effective
from 13-01-2026. They hold office till the conclusion of
the Twenty-seventh Annual General Meeting to be held
in the year 2027.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013
(Act) read with Companies (Cost Records and Audit)
Rules, 2014, (Rules) the Company is required to
maintain cost accounting records. Further, the cost
accounting records maintained by the Company
are required to be audited. M/s GSVK & Co., Cost
Accountants (Registration No. of the Firm is 002371)
was appointed as Cost Auditor of the company for the
financial year 2025-26 to conduct the audit of the Cost
Records maintained by the company pursuant to the
Act, on recommendation of the Audit Committee, for a
remuneration of Rs. 60,000/- plus applicable taxes and
payment of such out of pocket expenses as approved
by the Board of Directors of the Company. In terms of
the Act and Rule 14 of Companies (Audit and Auditors)
Rules, 2014 the remuneration payable to the cost
auditor is required to be placed before the members in
a general meeting for their ratification.

Accordingly, a resolution seeking member's ratification
for the remuneration payable to M/s GSVK & Co., Cost
Accountants is included at Item No. 3 of the notice
convening the Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the company has appointed
M/s. SJN & Associates, a Peer Reviewed Practicing
Company Secretaries, Chennai, (Firm Registration No.
P2024TN103100) for a term of five (5) consecutive years
commencing from financial year 2025-26 to financial
year 2029-30 to undertake the Secretarial Audit of

the Company. The Report of the Secretarial Auditor is
forming part of this Annual Report

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure
compliance with the provisions of the applicable
Secretarial Standards issued by The Institute of
Company Secretaries of India and such systems are
adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report,
highlighting the industry structure, financial and
operating performance is attached and forms part of
this report.

CORPORATE GOVERNANCE

All material information was circulated to the directors
before the meeting or placed at the meeting, including
minimum information required to be made available
to the Board as prescribed under Part A of Schedule
II and Sub-Regulation 7 of Regulation 17 of the Listing
Regulations. In terms of Regulation 34 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a Report
on Corporate Governance along with a Certificate
from the Practicing Company Secretary confirming
the compliance with the conditions of Corporate
Governance as stipulated under Part E of Schedule V of
the Listing Regulations is attached to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

In accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, the Business Responsibility and
Sustainability Report (BRSR) for FY 2025-26, in the
prescribed format, forms part of this Annual Report.
The BRSR provides disclosures on the Company's
performance against the principles of the National
Guidelines on Responsible Business Conduct and its
Environment, Social and Governance (ESG) initiatives.

The BRSR indicates the Company's performance
against the principles of the 'National Guidelines
on Responsible Business Conduct' (NGRBC). This
would enable the Members to have an insight into
Environmental, Social and Governance initiatives of the
Company.

The Integrated Report communicates your Company's
performance on financial and non-financial aspects
to all stakeholders, underlying the priority of our

leadership and strategy towards value creation as well
as commitment to a more sustainable future. .

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary and trainees) are
covered under this policy.

The following is the summary of sexual harassment
complaints during the year 2025-26.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

No. of cases pending for more than ninety (90) days
- NIL

No. of complaints pending at the end of the financial
year - NIL

COMPLIANCE WITH MATERNITY BENEFIT ACT

The Company complies with the provisions of the
Maternity Benefit Act, 1961, and provides maternity
benefits to eligible women employees. Adequate
facilities and support are provided in line with statutory
requirements.

REPORTING FRAUDS

There was no instance of fraud during the year under
review, which required the Statutory Auditors to report
under Section 143(12) of the Act and the Rules made
thereunder.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014, is given below:

(i) Conservation of Energy:

a) The Company is making all efforts to conserve
energy. It also takes appropriate steps to
reduce the consumption through efficiency in

usage and timely maintenance / upgradation
of energy saving devices.

(ii) Technology Absorption:

a) The Company uses latest technology
and equipments in its business. Further
the Company is not engaged in any
manufacturing activity.

Foreign exchange earned during the year in terms
of actual inflows was S33.44 lakhs, whereas foreign
exchange outgo during the year in terms of actual
outflows was S376.02 lakhs.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND AUTHORITY

The Company had declared Dividend up to the year
2011-12 and all unclaimed / Unpaid Amounts and the
underlying shares have already been transferred to
IEPF Authorities.

ANNUAL RETURN

The details forming part of the Annual Return in the
prescribed form MGT - 7 as per Section 92(3) of the
Companies Act, 2013 is uploaded on the website of the
Company at https://www.sepc.in/investors-annual-
report.aspx

PARTICULARS OF EMPLOYEES:

The ratio of remuneration of each Director to the
median of employees' remuneration as per Section
197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is provided in the
Corporate Governance Report as part of this Annual
Report.

DISCLOSURE REQUIREMENTS

N one of the Statutory Auditors of the Company have
reported any fraud under the second proviso to Section
143(12) of the Companies Act, 2013.

The Company does not have any scheme or provision
of money for the purchase of its own shares by

employees/ Directors or by trustees for the benefit of
employees/ Directors and the Company has not issued
equity shares with differential rights as to dividend,
voting or otherwise.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the
Company, prepared in accordance with Section 129(3)
of the Companies Act, 2013 and the applicable Indian
Accounting Standards, together with the statement
of salient features of the financial statements of
subsidiaries in Form AOC-1, form part of this Annual
Report.

OTHER CONFIRMATIONS

No application under the Insolvency and Bankruptcy
Code, 2016 was made by the Company during the
financial year under review, and no proceeding under
the IBC was initiated or pending against the Company
as at March 31, 2026. There was also no instance of
a one-time settlement with any bank or financial
institution during the year.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation
for the continued support and cooperation extended
by the Company's bankers, financial institutions,
shareholders, customers, suppliers, business associates
and other stakeholders. The Board also acknowledges
the commitment, dedication and valuable contribution
of the employees at all levels, whose efforts continue to
support the Company's operations and its long-term
growth objectives

For and on behalf of the Board

Mr. Abdulla Mohammad Ibrahim Hassan Abdulla

August 25, 2026 (DIN.09436100)

Chennai Chairman

1

The Board of Directors at their meeting dated
November 14, 2025 has considered and approved the
allotment of 31,64,653 equity shares of the Company
pursuant to the conversion of Compulsorily Convertible
Debentures issued to the Lenders of the Company
pursuant to RBI Prudential Framework for Resolution of