SEPC Ltd has received in-principle approval from its board to acquire 100% of UAE-based Wintality Petroleum FZE, a company engaged in the import, export and global trading of refined petroleum products.
The acquisition will be executed through a share swap without any cash outflow, with SEPC restructuring the equity and capitalisation of reserves of its wholly owned UAE subsidiary, SEPC FZE, Sharjah.
Under the proposed restructuring, SEPC FZE’s existing share capital of one share of AED 150,000 will be subdivided into 1,500 shares of AED 100 each. A further 38,500 shares will be issued through capitalisation of reserves, taking the total equity pool to 40,000 shares.
Of these, 1,700 shares, representing 4.25% of the enlarged equity, will be used as non-cash consideration for the share swap. The remaining 38,300 shares will be issued to SEPC Ltd through capitalisation of reserves, leaving the parent company with a 95.75% stake in SEPC FZE.
On completion of the transaction, Wintality Petroleum FZE will become a step-down subsidiary of SEPC Ltd.
The company said the transaction does not attract Section 188 of the Companies Act, 2013, or Regulation 23 of the SEBI Listing Obligations and Disclosure Requirements Regulations. It also said Wintality Petroleum and its promoters are not related to any promoter, director or key managerial personnel of SEPC or SEPC FZE.
The board has also 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 company’s annual general meeting is proposed to be held on September 28, 2026.
