PNN

Chennai (Tamil Nadu) [India], August 26: SEPC Limited (NSE: SEPC | BSE: 532945), a leading EPC company with established expertise in industrial infrastructure, process plants, water and wastewater management, today announced that its Board has approved a restructuring of the equity and capitalisation reserves of its wholly owned UAE subsidiary, SEPC FZE, Sharjah -- enabling the acquisition of a UAE petroleum trading business entirely through non-cash consideration.

The existing share capital of SEPC FZE, comprising one share of AED 150,000, will be subdivided into 1,500 shares of AED 100 each. A further 38,500 shares of AED 100 each will be issued out of capitalisation of reserves, creating a total equity pool of 40,000 shares.

Of this enlarged pool, only 1,700 shares (4.25%) have been earmarked as non-cash consideration for the share swap. The balance 38,300 shares will be issued to SEPC Limited as fully paid-up shares by capitalisation of reserves, leaving the parent with a post-issue holding of 95.75% in SEPC FZE, Sharjah.

The Board has separately granted in-principle approval for SEPC FZE to acquire 100% of Wintality Petroleum FZE, a UAE entity engaged in the import, export and global trading of refined petroleum products. On completion, Wintality will become a step-down subsidiary of SEPC Limited.

The transaction does not attract Section 188 of the Companies Act, 2013 or Regulation 23 of SEBI LODR. Neither Wintality Petroleum FZE nor its promoters are related to any Promoter, Director or Key Managerial Personnel of SEPC Limited or SEPC FZE. Dr. Ravichandran Rajagopalan has been nominated to the Board of the wholly owned subsidiary, and the Managing Director authorised to execute the Share Purchase Agreement and obtain the requisite approvals.

The Board also approved the appointment of Ms. K B K Vasuki, a former Judge of the Madras High Court, as Additional Director (Non-Executive, Independent), subject to shareholder approval. The Company's Annual General Meeting is proposed for Monday, September 28, 2026.

Commenting on the development, Mr. Venkataramani Jaiganesh, Managing Director, SEPC Limited, said: '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. It is a capital-efficient step towards broadening SEPC's international footprint beyond project execution.'

About SEPC Limited

SEPC Limited (formerly Shriram EPC Limited) is a well-established EPC company offering turnkey solutions across Water & Wastewater, Roads, Industrial Infrastructure, and Mining sectors. The company specializes in the design, procurement, construction, and commissioning of large and complex infrastructure projects across India.

SEPC serves a wide range of clients, including Central and State Government agencies, and continues to play a key role in India's infrastructure development.

In FY26, the Company delivered Total Income of 1,085.8 Cr, EBITDA of 108.9 Cr, and Net Profit of 53.5 Cr, against Total Income of 646.0 Cr in FY25, with Net Profit more than doubling over the previous year.

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