SEPC Limited received in-principle board approval on August 26, 2026, to acquire 100% of Wintality Petroleum FZE through a non-cash share swap. The move enables the EPC firm to enter the UAE petroleum trading business without cash outflow from the parent company.

The transaction involves restructuring the equity and capitalisation reserves of SEPC’s wholly owned subsidiary, SEPC FZE, Sharjah. Upon completion, Wintality Petroleum FZE will become a step-down subsidiary of SEPC Limited. The deal does not attract provisions of Section 188 of the Companies Act, 2013, or Regulation 23 of SEBI LODR.

Transaction Structure

To facilitate the acquisition, the board approved the subdivision of existing equity and capitalisation reserves of SEPC FZE, Sharjah. The existing share capital of one share valued at 150,000 AED will be subdivided into 1,500 shares of 100 AED each.

Additionally, 38,500 shares of 100 AED each will be issued out of capitalisation of reserves, creating a total equity pool of 40,000 shares. Out of this augmented equity, 1,700 shares will be reserved as non-cash consideration for the share swap. The remaining 38,300 shares will be issued directly to the parent company, ensuring a post-issue equity stake of 95.75% in SEPC FZE, Sharjah.

Mr. V Jaiganesh, Managing Director, was authorised to execute the Share Purchase Agreement and obtain requisite regulatory approvals. Dr. Ravichandran Rajagopalan was nominated as a director on the board of the wholly owned subsidiary.

Board Appointments and AGM

Based on the recommendation of the Nomination and Remuneration Committee, the board appointed Ms. K B K Vasuki as an Additional Director (Non-Executive, Independent Director). Her term is five consecutive years from August 25, 2026, to August 24, 2031, subject to shareholder approval.

Ms. Vasuki, enrolled with the Bar Council of Tamil Nadu in 1979, served as a judge of the Madras High Court between 2010 and 2015. She currently serves as an Independent Director in Indus Finance Ltd. and is engaged in arbitration proceedings.

The Annual General Meeting is proposed to be held on Monday, September 28, 2026, through video conference or other audio-visual means.

SEPC Limited reported a consolidated total income of ₹282 crore for the quarter ended June 30, 2026 (Q1 FY27), marking a 40% year-on-year increase from ₹202 crore in Q1 FY26. Despite the robust topline growth driven by continued execution across its diversified order book, the company posted a net loss of ₹11 crore, compared to a net profit of ₹17 crore in the corresponding quarter of the previous year. The bottom-line deterioration was primarily attributed to margin pressure on select overseas contracts, particularly in the Middle East, where EBITDA margins contracted to 9.2% from 14.9%.

Financial Performance

The following table outlines SEPC’s key financial metrics for Q1 FY27 compared to Q1 FY26:

Management indicated that the margin compression is an execution-phase impact on specific international projects. Cost optimization and pricing measures are being implemented to improve project-level profitability in subsequent quarters.

Order Book and Business Momentum

As of June 30, 2026, SEPC’s total orders on hand stood at ₹10,670 crore, comprising a domestic order book of ₹5,270 crore and an international order book of ₹5,400 crore spanning Uzbekistan and Saudi Arabia. The domestic portfolio is diversified across Mining (₹2,796 Cr), Water (₹699 Cr), Industrial EPC (₹681 Cr), Power (₹607 Cr), Construction (₹366 Cr), Roads (₹89 Cr), and Oil & Gas (₹32 Cr).

During the quarter, SEPC secured three significant orders from Steel Authority of India Limited (SAIL) at its IISCO Burnpur Steel Plant:

• Sinter Plant BOP package: ₹423.29 Cr
• Coke Oven BOP package: ₹350.28 Cr
• 4.2 MTPA Pellet Plant BOP package: ₹952.19 Cr (received in early August 2026)

Additionally, the company has bids under active evaluation worth ₹1,280 Cr in Water & Infrastructure and ₹3,060 Cr in Industrial EPC, providing strong forward visibility.

Strategic Developments

SEPC has completed board and shareholder approvals for the proposed acquisition of Avenir International, aimed at strengthening delivery capabilities; the transaction now awaits exchange and lender approvals. Furthermore, proceeds from its recent rights issue have been substantially utilized for debt repayment, NCD redemption, and working capital requirements.

What the Numbers Show

While top-line growth is accelerating, the divergence between revenue expansion and margin contraction highlights the volatility inherent in international EPC projects. The robust order book, particularly the large SAIL wins, suggests potential for margin recovery as these domestic-heavy projects progress, offsetting the current headwinds from overseas operations.