Key Transaction Details

  • SEPC Limited's Board granted in-principle approval to enter UAE petroleum trading business through 100% acquisition of Wintality Petroleum FZE
  • Acquisition will be executed entirely through non-cash consideration via restructuring of equity and capitalisation of reserves of SEPC's wholly owned UAE subsidiary, SEPC FZE, Sharjah
  • Existing share capital of SEPC FZE (one share of AED 150,000) will be subdivided into 1,500 shares of AED 100 each
  • Additional 38,500 shares of AED 100 each will be issued out of capitalisation of reserves, creating total equity pool of 40,000 shares
  • Only 1,700 shares (4.25%) earmarked as non-cash consideration for share swap with Wintality Petroleum FZE
  • Balance 38,300 shares will be issued to SEPC Limited as fully paid-up shares by capitalisation of reserves

Ownership Structure Post-Transaction

  • SEPC Limited will retain 95.75% ownership in SEPC FZE, Sharjah post-restructuring
  • Wintality Petroleum FZE will become a step-down subsidiary of SEPC Limited upon completion

Regulatory and Compliance Aspects

  • Transaction does not attract Section 188 of Companies Act, 2013 or Regulation 23 of SEBI LODR
  • Wintality Petroleum FZE and its promoters are not related to any Promoter, Director or Key Managerial Personnel of SEPC Limited or SEPC FZE
  • Dr. Ravichandran Rajagopalan nominated to Board of the wholly owned subsidiary
  • Managing Director authorized to execute Share Purchase Agreement and obtain requisite approvals

Corporate Governance Updates

  • Appointment of Ms. K B K Vasuki, former Judge of Madras High Court, as Additional Director (Non-Executive, Independent), subject to shareholder approval
  • Annual General Meeting proposed for Monday, September 28, 2026

Management Commentary

Mr. Venkataramani Jaiganesh, Managing Director, stated: "This structure allows us to build scale in the UAE using value already created within our own subsidiary. We acquire a full operating platform in refined petroleum trading, retain 95.75% ownership of our Sharjah arm, and do so without any cash outflow from the parent company."

Company Financial Context

  • FY26 Total Income: ₹1,085.8 Cr
  • FY26 EBITDA: ₹108.9 Cr
  • FY26 Net Profit: ₹53.5 Cr
  • FY25 Total Income: ₹646.0 Cr (Net Profit more than doubled over previous year)