Garrucho Combustibles reduces capital by 2.27 million to wipe out losses

Garrucho Combustibles, S.A. will reduce its share capital by 2,274,415.55 euros with the aim of restoring the balance between the capital and the net worth of the company, which has decreased due to losses. The agreement was adopted by the extraordinary general meeting of shareholders held at the registered office on September 10, 2026, and is published in the Official Gazette of the Mercantile Registry (BORME) No. 204, of October 22, 2026, second section, page 6925, with official reference BORME-C-2026-5582.

The operation is announced for the purposes of the provisions of articles 319 and concordant articles of the Capital Companies Law (LSC). The company, dedicated to the distribution of fuels and with its registered office on Doctor Fleming street in Espera (Cádiz), is registered in the Mercantile Registry of Cádiz in volume 2038, folio 196, page CA 4949.

The announcement comes after a period of corporate tension documented in the gazette itself: in November 2023, the then joint administrator, Isabel Garrucho Sánchez, convened an extraordinary meeting whose agenda included a report on the state of the treasury and the causes that had prevented her from convening a meeting to appoint a new administrator after the cessation of the previous one (BORME-C-2023-7025). In June 2024, the cessation of Isabel Garrucho Sánchez and the appointment of Antonio Garrucho Camargo and Jesús Ignacio Domínguez de Alberdi as joint administrators were registered (BORME-A-2024-105-11).

A meeting with all shareholders and notary presence

The meeting was held on the first call, duly convened, with the attendance of all shareholders, present and represented, and with the presence of the notary residing in Arcos de la Frontera (Cádiz), Luis Martínez-Villaseñor González de Lara, who drew up the minutes of the session. The reduction agreement was adopted by majority.

The published economic terms are as follows:

• Reduction of share capital: 2,274,415.55 euros.
• Reduction of the nominal value of each share: 9.35 euros.
• New nominal value per share: 0.69 euros.
• Resulting share capital: 167,844.57 euros.
• Number of shares after the operation: 243,253, at 0.69 euros each, fully subscribed and paid up.

As a consequence of the reduction, Article 5 of the Corporate Bylaws is modified. The announcement is signed in Espera on October 19, 2026, by the joint administrator Antonio Garrucho Camargo.

No right of opposition for creditors

The announcement expressly states that, in accordance with article 335.a) of the Capital Companies Law, the company’s creditors do not have the right to oppose this operation. The reason is that the reduction has the sole purpose of restoring the balance between the capital and the net worth, which decreased as a result of losses.

It is, therefore, an accounting reduction: there is no return of contributions to shareholders nor a waiver of passive dividends, and the company does not disburse cash. Net equity does not increase; the capital figure is simply adjusted downward so that it is no longer above the actual own funds.

The audited balance sheet of March 31 as a reference

The operation is based on the company’s audited balance sheet closed on March 31, 2026, which was approved by a majority by the same extraordinary general meeting. The company had been auditing its accounts with Avanter Auditores SLP, appointed for the 2023 and 2024 financial years according to the announcement published in the BORME of September 27, 2024 (BORME-C-2024-5298).

Based on the published data, the capital prior to the operation amounted to 2,442,260.12 euros (243,253 shares at a nominal value of 10.04 euros), meaning the approved cut is equivalent to approximately 93% of the previous capital figure. After registration, the capital stands at 167,844.57 euros.

Impact for readers

The reduction does not alleviate debt nor provide liquidity: it is an accounting cleanup that formally recognizes that accumulated losses have consumed almost all of the capital. For the creditors, suppliers, and customers of the Cádiz-based distributor, the key is that the company continues to operate with a capital of 167,844.57 euros and that the law does not grant them veto power in this type of operation, precisely because there is no outflow of money to the partners.

Source: Official Gazette of the Mercantile Registry, no. 204, of October 22, 2026, second section (announcements and legal notices), page 6925 (official reference: BORME-C-2026-5582).