Key Highlights
- SEPC Limited received in-principle Board approval to enter the UAE petroleum trading business through the proposed 100% acquisition of Wintality Petroleum FZE.
- The acquisition will be executed through a share swap with no cash outflow from SEPC Limited.
- Wintality Petroleum FZE is engaged in the import, export and global trading of refined petroleum products.
- Following completion of the transaction, Wintality Petroleum FZE will become a step-down subsidiary of SEPC Limited.
- SEPC will retain a 95.75% stake in its wholly owned UAE subsidiary SEPC FZE after the proposed restructuring and share swap.
- A total of 1,700 shares, representing 4.25% of SEPC FZE’s enlarged equity capital, have been earmarked as non-cash consideration for the share swap.
- The Board also approved the appointment of former Madras High Court Judge K B K Vasuki as an Additional Director, subject to shareholder approval.
SEPC Limited has received in-principle approval from its Board to enter the UAE petroleum trading business through the proposed 100% acquisition of Wintality Petroleum FZE, a UAE-based company engaged in the import, export and global trading of refined petroleum products.
The proposed transaction will be executed through a share swap without any cash outflow. Under the restructuring, SEPC’s wholly owned UAE subsidiary, SEPC FZE, Sharjah, will acquire Wintality Petroleum FZE. Following completion, Wintality Petroleum FZE will become a step-down subsidiary of SEPC Limited.
As part of the transaction, SEPC FZE’s existing share capital of one share with a face value 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 through capitalisation of reserves, resulting in a total equity pool of 40,000 shares.
Of this enlarged share capital, 1,700 shares, representing 4.25%, have been earmarked as non-cash consideration for the proposed share swap. The remaining 38,300 shares will be issued to SEPC Limited as fully paid-up shares through capitalisation of reserves. This will leave SEPC Limited with a 95.75% stake in SEPC FZE.
The Board has separately approved, in principle, the acquisition of 100% of Wintality Petroleum FZE. The UAE entity operates in the import, export and global trading of refined petroleum products. The acquisition is expected to expand SEPC’s presence in the UAE and provide a platform for entering the petroleum trading segment.
SEPC stated that the proposed transaction does not attract Section 188 of the Companies Act, 2013, or Regulation 23 of the SEBI Listing Obligations and Disclosure Requirements Regulations. The company also said that neither Wintality Petroleum FZE nor its promoters are related to any promoter, director or key managerial personnel of SEPC Limited or SEPC FZE.
SEPC’s Managing Director Venkataramani Jaiganeish said the structure would allow the company to build scale in the UAE using value already created within its subsidiary. He added that the transaction would provide a platform in refined petroleum trading while retaining 95.75% ownership of SEPC FZE and would be executed without cash outflow from the parent company.
The Board has authorised SEPC FZE’s Director Dr. Ravichandran Rajagopalan to execute the Share Purchase Agreement and obtain the necessary approvals for the transaction.
Separately, SEPC has approved the appointment of K B K Vasuki, a former Judge of the Madras High Court, as an Additional Director (Non-Executive, Independent), subject to shareholder approval. The proposal is scheduled to be placed before shareholders at the company’s Annual General Meeting on September 28, 2026.