Aegis Logistics Ltd. — Capital/Financing Update 2023

Jun 9, 2023

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June 9, 2023

To, The Secretary, Capital Market Operations Market Operations Department, The National Stock Exchange of India Ltd. The BSE Ltd. Exchange Plaza, 5[th] Fl., Plot No.C/1, Phiroze Jeejeebhoy Towers, G Block, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (E), Mumbai – 400 023. Mumbai – 400 051. Scrip Code: 500003 Scrip Code: AEGISCHEM

Dear Sir,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015

This bears reference to our earlier disclosures dated 12 July, 2021 and 20 May, 2022 about having entered into: (i) a Share Subscription Agreement dated 12 July, 2021 among Aegis Logistics Limited (“ Company ”), Vopak India B.V. (“ Vopak ”) and Aegis Vopak Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav) Limited) ( “AVTL ”) and amendment agreement to the SSA dated 19 May, 2022 (collectively, “SSA”); (ii) a Shareholders Agreement dated 12 July, 2021 between the Company, Vopak and the AVTL and amendment agreement to the SHA dated 19 May, 2022 (collectively, “ SHA ”).

This also bear reference to our disclosure dated 26th May 2022 about the receipt of application money from Vopak pursuant to which Vopak was allotted 4,90,000 (four lakh ninety thousand) equity shares of AVTL representing 49% (forty nine percent) of the share capital of AVTL.

In furtherance of the above and pursuant to the SHA, Vopak has exercised its call option right granted under the SHA. Hence, the Company, Vopak and AVTL have entered into a share purchase agreement dated 09[th] June, 2023 in relation to the transfer of 13,000 (thirteen thousand) compulsory convertible preference shares of AVTL by the Company to Vopak.

This disclosure is being made as and by way of abundant caution pursuant to Para B of Part A of Schedule III as provided in Regulation 30(3) of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. This disclosure is attached as ‘Annexure A’.

You are requested to take note of the same.

Thanking you.

Yours faithfully, For AEGIS LOGISTICS LIMITED

Monica Digitally signed by Monica Gandhi Gandhi Date: 2023.06.09 16:50:52 +05'30' MONICA GANDHI COMPANY SECRETARY

Encl: as above

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ANNEXURE A
Sr. Items for Disclosure Description
No.
1. Name(s) of parties with whom the The Company has entered into a share
agreement is entered; purchase agreement (“ Share Purchase
Agreement ”) with Vopak India B.V.
(“ Vopak ”) and Aegis Vopak Terminals
Limited (“ AVTL ”) (formerly known as Aegis
LPG Logistics (Pipavav) Limited).
2. Purpose of entering into the agreement The Company, Vopak and AVTL have
entered into a Share Purchase Agreement
for transfer of 13,000 (thirteen thousand)
compulsory convertible preference shares
held by the Company in AVTL to Vopak.
3. Size of agreement 13,000 (thirteen thousand) compulsory
convertible preference shares for a
consideration of INR 585,000,000 (Indian
Rupees Five Hundred and Eighty Five
Million only).
4. Shareholding, if any, in the entity with The Company owns 51% of the equity share
whom the agreement is executed capital of AVTL and Vopak owns 49% of the
equity share capital of AVTL.
5. Significant terms of the agreement (in brief) Not applicable.
special rights like right to appoint directors,
first right to share subscription in case of
issuance of shares, right to restrict any
change in capital structure etc.
6. Whether, the said parties are related to AVTL is a subsidiary of the Company. The
promoter/promoter group/ group buyer does not belong to the promoter/
companies in any manner. If yes, nature of promoter group.
relationship
7. Whether the transaction would fall within The transaction would not fall within
related party transaction? If yes, whether related party transactions
the same is done at “arms length”
8. In case of issuance of shares to the parties, Not applicable
details of issue price, class of shares issued
9. In case of loan agreements, details of Not applicable
lender, nature of the loan, total amount of
loan granted, total amount outstanding,
date of execution of the loan
agreement/sanction letter, details of the
security provided to the lenders for such
loan.
10. Any other disclosures related to such Not applicable
agreements, viz., details of nominee on the
board of directors of the listed entity,
potential conflict of interest arising out of
such agreements, etc.
11. In case of termination or amendment of Not applicable.
agreement, listed entity shall disclose
additional details to the stock exchange(s):
a. Name of parties to the agreement; b.
Nature of the agreement; c. Date of
execution of the agreement; d. Details of
amendment and impact thereof or reasons
of termination and impact thereof.
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