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Allcargo Logistics Ltd — Capital/Financing Update 2023
Apr 29, 2023
61291_rns_2023-04-29_99e56ae9-8197-430e-a7cf-5efddaa70720.pdf
Capital/Financing Update
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| To,BSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street, Fort,Mumbai – 400 001BSE Scrip Code: 532749 | To,National Stock Exchange of India LimitedExchange Plaza, C-1, Block GBandra Kurla Complex,Bandra (East), Mumbai – 400 051NSE Symbol: ALLCARGO |
|---|
April 29, 2023
Subject: Update on Sale of Crane Division by TransIndia Realty & Logistics Parks Limited (“Resulting Company 2”)
Dear Sir/ Madam,
Pursuant to Order of the Hon’ble National Company Law Tribunal in to relation Scheme of Arrangement and Demerger between Allcargo Logistics Limited (the “Company”) and Allcargo Terminals Limited (“Resulting Company 1”) and TransIndia Realty & Logistics Parks Limited (“Resulting Company 2”) and in reference to our letter dated March 31, 2023 the Company has transferred Logistics Parks, Leasing of real estate and Project and Engineering Solutions to Resulting Company 2 effective from April 01, 2023.
Further, we would like to inform you that the Company has received the letter dated April 29, 2023 from Resulting Company 2 informing about the Sale of Crane Division to Premier Heavy Lift Private Limited on a slump sale basis for a total consideration of approximate value of ₹ 121 Crores, subject to completion of conditions precedent and approvals of Shareholders besides other approvals as may be necessary from the regulatory/ statutory authorities. Since, the Resulting Company 2 is in process of listing and would not be able to disseminate the required information to the shareholders they have requested Demerged Company to make the required disclosure. Owing to the special request we have enclosed the letter received from Resulting Company 2 as Annexure – A.
Further we would like to inform that this information is not related to the Company. This disclosure of information is for shareholders of Resulting Company 2.
The above information will also be available on the website of the Company https://www.allcargologistics.com/.
We request you to take the above on record.
Thanking you.
Yours faithfully,
For Allcargo Logistics Limited
DEVANAND Digitally signed by DEVANAND PARSHOTTAM PARSHOTTAM MOJIDRA Date: 2023.04.29 22:55:52 MOJIDRA +05'30' Devanand Mojidra Company Secretary & Compliance Officer
ALLCARGO LOGISTICS LIMITED, Allcargo House, 6th Floor, CST Road, Kalina, Santacruz (E), Mumbai ‐ 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS
Annexure - A
TRANSINDIA REALTY & LOGISTICS PARKS LIMITED CIN: U61200MH2021PLC372756
April 29, 2023
To, The Board of Directors, Allcargo Logistics Limited 6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai -400098
Dear Sir/ Madam,
Subject: Sale of Crane Division to Premier Heavy Lift Private Limited
We would like to inform you that TransIndia Realty & Logistics Parks Limited (“TRLPL”) has signed Business Transfer Agreement with Premier Heavy Lift Private Limited on April 27, 2023, for sale of Crane Division as a going concern on a slump sale basis to Premier Heavy Lift Private Limited, at a lump sum cash consideration, subject to completion of conditions precedent including approval from shareholders of TRLPL and such other approvals as may be necessary from the regulatory/ statutory authorities.
Additional details in this regard are provided in the enclosed annexure in the required template.
Kindly take the above on record.
Thanking you. Your Faithfully,
For TransIndia Realty & Logistics Parks Limited
Jatin Digitally signed by Jatin Jayantilal Jayantilal Chokshi Date: 2023.04.29 Chokshi 19:49:55 +05'30' Jatin Chokshi Managing Director
Regd Off: 4[th] Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz East, Mumbai 400 098 Tel No . 022 66798100; Email : [email protected]
TRANSINDIA REALTY & LOGISTICS PARKS LIMITED
CIN: U61200MH2021PLC372756
Annexure: Details of disclosure
| Sr.No. | Disclosures | Disclosures | Disclosures | ||
|---|---|---|---|---|---|
| 1 | The amount and percentage | For the nine months period ended 31 December 2022(Rs. in Lakhs)ParticularsAmountContributionsTurnover7,339~48%Net Worth6,470~7%The aforementioned figures pertain to the Crane Divisionthat has been demerged from Allcargo Logistics Limitedto TransIndia Realty & Logistics Parks Limited withEffective Date of 1st April 2023. These figures are basedon the customer contracts executed during the ninemonth period ended 31st December 2022, withoutconsidering the provisions of Business TransferAgreement signed with the Buyer. | |||
| of the turnover or revenueor income and net worthcontributed by such unit ordivision of the listed entityduring the last financial year | (Rs. in Lakhs) | ||||
| Particulars | Amount | Contributions | |||
| Turnover | 7,339 | ~48% | |||
| Net Worth | 6,470 | ~7% | |||
| 2 | Dateonwhichtheagreement for sale has beenentered into | Business Transfer Agreement signed with buyer onApril 27, 2023. | |||
| 3 | Theexpecteddateofcompletion of sale/disposal | On or before 30 June 2023. | |||
| 4 | Considerationreceivedfrom such sale/disposal | Rs. 121 crores (Rupees One Hundred and TwentyOne Crores), excluding working capital adjustmentsasper Business Transfer Agreement. | |||
| 5 | Brief details of buyers andwhether any of the buyersbelong to the promoter/promoter group/ groundcompanies. If yes, detailsthereof | Premier Heavy Lift Private Limited, which is interalia engaged in infrastructure, construction andrelated activities.The buyer does not belong to promoter/promotergroupof the Company. | |||
| 6 | Whetherthetransactionwould fall within relatedparty transactions? If yes,whether the same is done at“arm’s length”. | Not Applicable | |||
| 7 | Additionally, in case of a |
Regd Off: 4[th] Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz East, Mumbai 400 098 Tel No . 022 66798100; Email : [email protected]
CIN: U61200MH2021PLC372756
TRANSINDIA REALTY & LOGISTICS PARKS LIMITED
| CIN: U61200MH2021PLC372756 | CIN: U61200MH2021PLC372756 | CIN: U61200MH2021PLC372756 | |
|---|---|---|---|
| without values being assigned to the individual assets and liabilities in such | |||
| sale) | |||
| 7.1 | Name of Entities forming | TransIndia Realty & Logistics Parks Limited (“the | |
| part of the Slump sale,and | Seller/the Company”) | ||
| Area of business of | the | Presently, the Company has following business | |
| entities | segments: | ||
| 1. Logistics Parks | |||
| 2. Leasing of real estate | |||
| 3. Project and Engineering Solutions | |||
| Premier Heavy Lift Private Limited (“the Buyer”) | |||
| Please refer Serial No. 5 for buyer’s area of business. | |||
| 7.2 | Rationale of slump sale | The long-term focus of Seller is on the business of | |
| logistics parks and leasing of real estate, and | |||
| therefore seekingto exit non-core businesses. | |||
| 7.3 | In case of cash consideration | Please refer Serial No. 4 | |
| – amount or otherwise share | |||
| exchange ratio | |||
| 7.4 | Brief details of change | in | Not Applicable |
| shareholdingpattern | (if | ||
| any)of listed entity |
Regd Off: 4[th] Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz East, Mumbai 400 098 Tel No . 022 66798100; Email : [email protected]