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Allcargo Logistics Ltd — Capital/Financing Update 2023
Mar 6, 2023
61291_rns_2023-03-06_edba7dc2-ada9-43ab-961d-43041140b146.pdf
Capital/Financing Update
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| To, Listing Compliance and Legal Regulatory BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001 BSE Scrip Code:532749 |
To, Listing and Compliance National Stock Exchange of India Limited Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (East), Mumbai - 400 051 NSE Symbol:ALLCARGO |
|---|---|
March 06, 2023
Dear Sir/ Madam,
Subject: Outcome of the Board Meeting
With reference to our letter dated March 01, 2023 and in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”), this is to inform you that the Board of Directors of the Company at its Meeting held today i.e., March 6, 2023, inter alia:
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a. Declaration of an Interim Dividend of ₹ 3.25/- (Rupees Three and Twenty Five Paisa Only) i.e. (162.5%) per equity share of ₹ 2/- each (Rupees Two Only) .
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b. Approved acquisition of 8,90,69,138 Equity Shares i.e. 38.87% stake of ASCPL, holding contract logistics business.
Details as required under Regulation 30 of the Listing Regulations and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, with respect to item no. (b) is attached herewith as Annexure A.
- c. Approved Sale of 16,00,994 Equity Shares i.e. 61.13% stake of ACCI, holding Customs Clearance and Freight Forwarding business.
Details as required under Regulation 30 of the Listing Regulations and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, with respect to item no. (c) is attached herewith as Annexure B.
The meeting commenced at 12:30 p.m. and concluded at 4.55 p.m.
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Allcargo Logistics Limited, 6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS
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The aforesaid information shall be made available on the Company's website at www.allcargologistics.com.
Kindly take the above on record.
Thanking you,
Yours faithfully,
For Allcargo Logistics Limited
DEVANAND Digitally signed by DEVANAND PARSHOTTA PARSHOTTAM MOJIDRA M MOJIDRA Date: 2023.03.06 17:03:57 +05'30'
Devanand Mojidra Company Secretary & Compliance Officer
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Encl: a/a
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Allcargo Logistics Limited, 6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS
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Disclosures pursuant to Regulation 30 of the Listing Regulation and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015
Annexure-A
| Sr No |
Particular | Details | |
|---|---|---|---|
| a. | Name of the target entity, details in brief such as size, turnover etc. |
Avvashya Supply Chain Private Limited, (ASCPL) engaged in Contract Logistics Business. ASCPL is presently engaged in business of Contract Logistics, which was demerged into ASCPL pursuant to Scheme of Arrangement (Demerger) between Avvashya CCI Logistics Private Limited, ASCPL and respective shareholders with an appointed date of April 1, 2021. (₹ in crores) Particulars Amount * Contribution % Turnover 346 NA Networth 221 NA *As on March 31, 2022, including contract logistics business post demerger. _Financials of ASCPL are not consolidated with_ Allcargo Logistics Limited. |
|
| b. | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length |
Not a related party transaction | |
| c. | Industry to which the entity being acquired belongs |
Contract Logistics Industry and supply chain management services |
|
| d. | Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); |
The Company currently holds 61.13% stake in ASCPL. The remaining 38.87% in ASCPL is held by the joint-venture partner CCI Logistics (JKS Finance Limited and its affiliates). The Contract Logistics business is a core business for the Company. The Company has now agreed with CCI Logistics to purchase their 38.87% stake in ASCPL. This acquisition is aligned with Company’s well-planned strategy to increase its investment in Contract Logistics business. Pursuant to this acquisition, Allcargo Logistics will hold 100% shareholding of ASCPL and its contract logistics business. |
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Allcargo Logistics Limited, 6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS
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| e. | Brief details of any governmental or regulatory approvals required for the acquisition; |
Not Applicable | |
| f. | Indicative time period for completion of the acquisition |
The execution of Share Purchase Agreement and acquisition of stake from CCI logistics is expected to be completed in 10-15 days. |
|
| g. | Nature of consideration - whether cash consideration or share swap and details of the same |
Cash | |
| h. | Cost of acquisition or the price at which the shares are acquired |
Enterprise value of approx.. INR 145 crore for acquisition of 38.87% equityshares of ASCPL. |
|
| i. | Percentage of shareholding / control acquired and/ or number of shares acquired |
8,90,69,138 Equity Shares of ASCPL to be acquired aggregating to 38.87% of total shareholdingin ASCPL |
|
| j. | Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief) |
Product Line: ASCPL is engaged in Contract Logistics services. It offers end- to-end logistics services comprising of 3PL and warehousing solutions enabled with customized services for its Indian and international customers spread across diverse industries. It has an extensive and wide network of warehouses across the country. It is a market leader in chemical warehousing segment, and rapidly growing in pharma, automotive, retail and e-commerce sectors. Date of Incorporation: February 28, 2008 Turnover March 31, 2022 346 crores March 31, 2021 Nil March 31, 2022 Nil _Considering the appointed date for demerger of_ contract logistics business into ASCPL i.e. April 1, 2021. Country in which acquired entity has presence:*India |
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Allcargo Logistics Limited, 6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS
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Annexure - B
| Sr No |
Particular | Details | |
|---|---|---|---|
| a. | Name of the entity to be sold | Avvashya CCI Logistics Private Limited (“ACCI”) |
|
| b. | The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial year |
The Company currently holds 61.13% stake in ACCI. ACCI is presently engaged in business of customs clearance and freight forwarding ("CCF"), subsequent to Scheme of Arrangement (Demerger) between ACCI, ACSPL and respective shareholders, with appointed date of April 1, 2021. (₹ in crores) Particulars Amount * Contribution % Turnover 285 NA Networth 115 NA *As on March 31, 2022, considering only CCFF business. _Financials of ACCI are not consolidated with_ Allcargo Logistics Limited |
|
| c. | Date on which the agreement for sale has been entered into |
The execution of Share Purchase Agreement and sale of stake in ACCI is expected to be completed in 10-15 days. |
|
| d. | The expected date of completion of sale/disposal |
10 to 15 days | |
| e. | Consideration received from such sale/disposal |
Enterprise value of approx. INR 26 crore for sale of 61.13% equityshares in ACCI. |
|
| f. | brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/group companies |
The CCFF business is not a core business for the Company. The 61.13% equity share holding (i.e. 16,00,994 equity shares) in ACCI is proposed to be sold to the joint-venture partner CCI Logistics (JKS Finance Limited and its affiliates). Not related Promoter & Promoter Group |
|
| g. | whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length” |
Not a related party transaction |
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Allcargo Logistics Limited, 6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS