SEPC Limited has received in-principle approval to expand its international business into petroleum trading through its wholly owned UAE subsidiary, SEPC FZE, Sharjah. The company’s Board has approved a restructuring of the subsidiary’s share capital and reserves to facilitate the proposed acquisition of 100% of Wintality Petroleum FZE through a share-swap arrangement.
Wintality Petroleum FZE is a UAE-based company engaged in the import, export and global trading of refined petroleum products. Once completed, the transaction will make Wintality a step-down subsidiary of SEPC Limited and provide the company with an operating platform in the international petroleum trading business.
Under the approved restructuring, 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. The subsidiary will then issue another 38,500 shares of AED 100 each through capitalisation of reserves, taking its total equity pool to 40,000 shares.
Of these shares, 1,700, representing 4.25% of the enlarged equity, will be used 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. Following the transaction, SEPC Limited will retain a 95.75% holding in its Sharjah subsidiary.
The company said the proposed transaction will be undertaken without cash consideration from the parent company. The Board has also authorised the Managing Director to execute the Share Purchase Agreement and secure the required regulatory and other approvals.
The transaction does not fall under Section 188 of the Companies Act, 2013, or Regulation 23 of the SEBI LODR Regulations. SEPC has also confirmed that Wintality Petroleum FZE and its promoters are not related to any promoter, director or key managerial personnel of SEPC Limited or SEPC FZE.
“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,” said Venkataramani Jaiganesh, Managing Director, SEPC Limited.
The Board has also nominated Dr. Ravichandran Rajagopalan to the Board of SEPC FZE. In addition, it approved the appointment of K B K Vasuki, former Judge of the Madras High Court, as Additional Director (Non-Executive, Independent), subject to shareholder approval. The company has proposed its Annual General Meeting for September 28, 2026.
SEPC, formerly Shriram EPC Limited, provides engineering, procurement and construction services across water and wastewater, roads, industrial infrastructure and mining. In FY26, the company reported total income of ₹1,085.8 crore, EBITDA of ₹108.9 crore and net profit of ₹53.5 crore.
