Acquisition
SEPC to Acquire Up to 90% Stake in UAE-Based Avenir Through ₹1,530 Crore Share Swap
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SEPC Limited has announced a strategic proposal to acquire up to a 90% equity stake in Abu Dhabi-based Avenir International Engineers and Consultants LLC through a share swap transaction involving the preferential allotment of 153 crore equity shares at ₹10 per share. The Board has also approved an increase in authorised share capital and borrowing limits, subject to shareholder and regulatory approvals.
PRICE-SENSITIVE TRIGGER
Event: Board approves strategic acquisition of UAE engineering company along with capital structure enhancement.
Type: Acquisition
Impact: Positive
Immediate Effect: If approved by shareholders and regulators, the transaction will significantly expand SEPC’s international engineering presence, strengthen its oil & gas capabilities in the Middle East, and enhance its capital base to support future growth.
Financials:
Financial Metrics:
- Revenue (FY26 Total Income): ₹1,085.8 crore
- EBITDA (FY26): ₹108.9 crore
- PAT (FY26): ₹53.5 crore
- EBITDA Margin: Not disclosed
- PAT Margin: Not disclosed
- QoQ Movement: Not disclosed
- YoY Performance:
- Total Income increased from ₹646.0 crore (FY25) to ₹1,085.8 crore (FY26)
- Net Profit more than doubled compared to FY25
- Segment Performance: Not disclosed
Key Transaction Metrics:
- Acquisition Stake: Up to 90%
- Issue Price: ₹10 per equity share
- Preferential Allotment: 153 crore equity shares
- Transaction Value: ₹1,530 crore
- Target Completion: December 2026
- Proposed Authorised Share Capital: Increased from ₹2,250 crore to ₹6,000 crore
- Proposed Borrowing Limit: Increased to ₹7,500 crore
Highlight:
- SEPC plans to acquire a controlling stake in UAE-based Avenir through a ₹1,530 crore share swap without any cash outflow, while simultaneously expanding its capital structure to support future growth.
What Happened ?
SEPC Limited’s Board of Directors has approved a series of strategic proposals aimed at strengthening the company’s financial capacity and expanding its international operations.
The centrepiece of the proposal is the acquisition of up to a 90% equity stake in Avenir International Engineers and Consultants LLC, Abu Dhabi, through a preferential allotment of SEPC shares under a share swap arrangement.
Alongside the acquisition, the Board has also approved proposals to substantially increase the company’s authorised share capital and borrowing limits. All proposals remain subject to shareholder and applicable regulatory approvals.
Strategic acquisition
Key Highlights:
- Acquisition of up to 90% stake in Avenir International Engineers and Consultants LLC.
- Transaction structured entirely as a share swap.
- No cash outflow required for the acquisition.
- Expected completion by December 2026, subject to approvals.
Target Company:
- Avenir International Engineers and Consultants LLC is an engineering and design company headquartered in Abu Dhabi, UAE, serving the oil & gas and civil infrastructure sectors.
Key facts:
- Established in 2011
- Operates across the UAE engineering market
- Qualified vendor with ADNOC
- Reported approximately AED 75.01 million turnover during 2025
Strategic Rationale:
The acquisition is expected to:
- Strengthen SEPC’s engineering capabilities in the oil & gas sector.
- Expand its presence across the Middle East.
- Diversify revenue opportunities beyond India.
- Enhance international project execution capabilities.
- Support long-term engineering and infrastructure growth.
Capital Expansion:
To facilitate future expansion, the Board has also approved:
- Increase in authorised share capital from ₹2,250 crore to ₹6,000 crore.
- Increase in borrowing limits to ₹7,500 crore.
These proposals are intended to improve financial flexibility and provide adequate capital for future business opportunities.
Shareholder Approval:
The company will seek shareholder approval through a postal ballot via remote e-voting, with Alagar & Associates LLP appointed as the scrutinizer for the voting process.
Investor Relevance:
The proposed acquisition represents one of SEPC’s largest strategic international expansion initiatives. The transaction provides immediate access to an established engineering platform in the UAE while preserving cash through a share-swap structure. The accompanying capital expansion indicates management’s intention to pursue larger growth opportunities over the medium term.
Note:
- The transaction remains subject to shareholder and regulatory approvals and has not yet been completed.
Risk Analysis
Summary:
- The acquisition is a strategic proposal that remains contingent upon multiple approvals and successful execution.
Risk Points:
- Shareholder approval is pending.
- Regulatory approvals are required.
- Integration of overseas operations may involve execution risks.
- Significant equity issuance could result in shareholder dilution.
- Increased borrowing capacity may elevate future leverage if fully utilized.
Worst Case:
- Failure to obtain approvals or delays in completing the acquisition could postpone SEPC’s international expansion strategy and expected operational synergies.
Risk Level: Medium
Company Commentary
- The proposed acquisition is intended to strengthen SEPC’s execution capabilities and expand its presence in the UAE’s oil & gas ecosystem.
- Enhancing authorised capital and borrowing capacity is aimed at supporting larger and more complex business opportunities.
- The initiatives are designed to build long-term financial and organisational capacity while creating a stronger and more diversified engineering enterprise.
- The company continues to focus on expanding international capabilities and improving financial flexibility.
Official Exchange Filing: SEPC Limited
