Dear Shareholder,

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. 1943.32* Crores respectively.

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

* 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

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 reappointment 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 nonindependent 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 website https://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