Why Engro Is Selling Its Entire EPCL Stake After 29 Years

Engro Holdings is exiting Engro Polymer & Chemicals Limited after nearly three decades through a Rs19.7 billion share sale.

Its wholly owned subsidiary, Engro Corporation Limited, signed a Share Purchase Agreement with Lotte Chemical Pakistan Limited. The agreement covers Engro’s entire EPCL holding.

Rs19.7 billion deal covers controlling stake

Engro will transfer 510.73 million ordinary shares, representing about 56.19 per cent of EPCL’s issued and paid-up capital. The transaction values each share at Rs38.60.

The total consideration equals about $70.95 million. Completion requires corporate and regulatory approvals, applicable consents and other customary conditions.

Lotte first submitted a non-binding offer for the stake in March 2026. The agreement moves the proposed acquisition into a binding phase, subject to completion requirements.

The buyer will gain management control.

EPCL shaped Pakistan’s petrochemical sector

“EPCL has been a core part of Engro Corporation’s portfolio since 1997 and has played an important role in the development of Pakistan’s downstream petrochemicals sector. Over this period, Engro has expanded the business, helping establish EPCL as Pakistan’s only integrated chlor-vinyl complex and a key supplier to multiple downstream industries with products including PVC resin, caustic soda, and hydrogen peroxide, among others.

“Beyond its operational footprint, EPCL has contributed to the development of strong technical capabilities within Pakistan’s manufacturing sector, becoming a training ground for engineering talent across the petrochemicals industry,” Engro said.

EPCL supplies materials used across construction, manufacturing and other downstream industries. Its integrated complex gives it a distinct position in Pakistan’s chemical sector.

Lotte Chemical Pakistan produces 500,000 tonnes of purified terephthalic acid annually at its Karachi plant. Manufacturers use PTA in polyester fibre, industrial yarn and PET bottles.

Lotte’s acquisition would combine its existing platform with EPCL’s chlor-vinyl operations.

Sale follows Engro’s portfolio restructuring

The agreement follows Engro’s 2025 restructuring, which turned Engro Corporation into a wholly owned subsidiary of Engro Holdings. The new structure placed capital allocation under the group’s investment arm.

Engro has since completed major portfolio decisions, including the $562.7 million Deodar telecom tower transaction.

Engro Holdings CEO Abdul Samad Dawood said: “EPCL has been one of Engro’s flagship businesses. For nearly three decades, we have partnered with leading international companies to build capabilities, strengthen operations, and contribute to Pakistan’s industrial development.

“We believe the proposed transaction would allow us to realise the value and learnings created through that journey while unlocking synergies for EPCL within a larger petrochemicals platform. At the same time, it would strengthen our ability to pursue new investment opportunities and continue building a resilient portfolio that compounds value for shareholders over the long term.”

Lotte Chemical Pakistan CEO Adnan Afridi outlined the proposed benefits. He said: “This combination would create a stronger platform for sustainable growth, operational excellence, and innovation. The identified synergies, coupled with the complementary strengths of both businesses, would enhance our competitiveness while enabling us to deliver greater value to our customers and stakeholders through the proposed transaction.”

The sale will formally end Engro’s EPCL ownership once all closing conditions are met.

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