Acquisition Details

The trust acquired a total of 34,00,00,000 (Thirty-Four Crore) equity shares of SEPC Limited in two separate transactions:

  • First Transaction: 21,00,00,000 equity shares acquired on October 31, 2025
  • Second Transaction: 13,00,00,000 equity shares acquired on December 9, 2025

The shares were acquired through off-market transfer from Mark A B Capital Investment LLC, another promoter group entity.

Shareholding Impact

Pre-acquisition holding (as of October 30, 2025):

  • Mark AB Welfare Trust: 18,06,88,255 shares (11.36% of paid-up capital)
  • Mark A B Capital Investment LLC (Seller): 35,00,00,000 shares (22.01% of paid-up capital)

Post-acquisition holding (as of December 9, 2025):

  • Mark AB Welfare Trust: 52,06,88,255 shares (27.49% of paid-up capital)
  • Mark A B Capital Investment LLC (Seller): 1,00,00,000 shares (0.53% of paid-up capital)

Changes in Share Capital

The total paid-up equity share capital of SEPC Limited changed during the acquisition period:

  • As on October 31, 2025: 1,59,01,58,103 shares (₹15,90,15,81,030)
  • As on December 9, 2025: 1,89,40,33,051 shares (₹18,94,03,30,510)

This change was due to the conversion of Compulsorily Convertible Debentures (CCDs) into equity shares in accordance with their terms of issuance.

Volume Weighted Average Price (VWAP)

For the frequently traded SEPC shares:

  • 1st Transaction (October 31, 2025): VWAP of ₹12.31 based on NSE prices
  • 2nd Transaction (December 9, 2025): VWAP of ₹11.67 based on NSE prices

The acquisition price was not disclosed but was stated to be through off-market transfer between promoter group entities.

Declarations and Undertakings

The acquirer declared that:

  • Both transferor and transferee have complied with applicable disclosure requirements under Chapter V of the Takeover Regulations for the previous 3 years
  • All conditions specified under Regulation 10(1)(a)(iii) have been duly complied with
  • The information provided in the report is true and nothing has been concealed

Historical Acquisition Context

The document references previous acquisitions by Mark AB Welfare Trust:

  • February 2023: Acquisition of 6,58,49,462 shares from SVL Limited (erstwhile promoter)
  • April 2024: Acquisition of 5,00,00,000 shares from SVL Limited
  • May 2024: Acquisition of 6,24,89,592 shares from SVL Limited
  • May 2024: Acquisition of 3,76,56,904 shares from SVL Limited

These acquisitions were made consequent to the Resolution Plan approved by the Lenders of SEPC Limited under RBI's Prudential Framework for Resolution of Stressed Assets.

Entity Relationships

Mark AB Welfare Trust is part of the promoter group of SEPC Limited, which includes:

  • Mark A B Capital Investment LLC, Dubai (Promoter)
  • Mark AB Capital Investment India Private Limited (100% subsidiary of Mark A B Capital Investment LLC)
  • Mark AB Welfare Trust (formed by Mark AB Capital Investment India Private Limited)