SEPC Ltd has announced a strategic proposal to acquire up to 90% equity stake in Avenir International Engineers and Consultants LLC for ₹1,530 crore through a preferential allotment of 153 crore equity shares at ₹10 per share. Approved by the Board of Directors on July 6, 2026, this all-share swap transaction targets the UAE-based engineering firm to expand SEPC's footprint in the Oil & Gas sector and leverage Avenir's qualifications with ADNOC. The acquisition, expected to conclude by December 2026, will be executed without any cash outflow. The proposed allottees—Avenir Oil Field Equipment L.L.C, Tranvel Holidays Private Limited, and Zoomstud Impex Private Limited—are classified as non-promoters.

To facilitate this expansion and strengthen its capital base, the board has approved increasing the authorized share capital from ₹225 crore to ₹600 crore. Additionally, the company seeks shareholder consent to raise the threshold for loans, guarantees, and investments by ₹3,000 crore under Section 186 of the Companies Act, 2013. The borrowing limits under Section 180 of the Companies Act, 2013 are also proposed to be increased by ₹7,500 crore to support business growth and working capital requirements.

Avenir International Engineers and Consultants LLC, established in 2011, reported a turnover of AED 75.01 million in 2025. The acquisition provides SEPC with access to the UAE's oil & gas ecosystem and pre-qualification status for projects in the Middle East and North Africa (MENA) region.

Transaction Details

The key parameters of the proposed acquisition are outlined below:

Shareholder Approval and Financial Performance

The company will conduct a postal ballot through remote e-voting from July 7, 2026, to August 5, 2026, to seek shareholder approval for these resolutions. M/s. Alagar & Associates LLP has been appointed as the scrutinizer for the process. In FY26, SEPC reported a Total Income of ₹1,085.80 Cr, EBITDA of ₹108.90 Cr, and a Net Profit of ₹53.50 Cr, more than doubling its profit compared to the previous year.

SEPC Limited updated the Annexure-1 disclosure regarding the resignation of Dr. Ashutosh Karnatak as a Non-Executive Independent Director effective June 24, 2026. The update provides additional details on his other directorships and confirms the absence of material reasons beyond those previously cited. The company submitted the revised filing to the National Stock Exchange of India Ltd. and BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

Dr. Ashutosh Karnatak, holding Director Identification Number (DIN) 03267102, resigned due to personal reasons and other professional commitments. In a communication dated June 25, 2026, he confirmed that there are no other material reasons for his resignation other than those provided in his resignation letter dated June 24, 2026. The resignation was accepted by the company's management, with the filing confirmed by T Sriraman, Company Secretary & Compliance Officer.

Details of Resignation

The following table outlines the key details regarding the director's cessation and associated disclosures: