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Allcargo Logistics Ltd — Major Shareholding Notification 2024
Aug 14, 2024
61291_rns_2024-08-14_b96fce30-8cf4-4a5d-91bd-1ee5739fdf27.pdf
Major Shareholding Notification
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August 14, 2024
| BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001 BSE Scrip Code:532749 |
National Stock Exchange of India Limited Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (East), Mumbai - 400 051 NSE Symbol:ALLCARGO |
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Sub: Intimation pursuant to Regulation 31A SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and amendments thereto
Dear Sir/Madam,
We would like to inform that the Board of Directors at their meeting held on August 13, 2024, has considered and approved the request letter dated August 06, 2024 received from Allcargo Multimodal Private Limited (AMPL) seeking re-classification from “Promoter Group” Category to “Public” Category. The approval of the Board for reclassification is subject to the approval of the members of the Company in terms of Regulation 31A of Listing Regulations and amendments thereof.
We enclose herewith the certified extract of the minutes of the Board meeting held on August 13, 2024 for your kind perusal.
We request you to take the same on record.
Thanking you,
Yours faithfully,
For Allcargo Logistics Limited
DEVANAND Digitally signed by DEVANAND PARSHOTTAM PARSHOTTAM MOJIDRA Date: 2024.08.14 16:04:16 MOJIDRA +05'30' Devanand Mojidra Company Secretary & Compliance Officer Membership No.: A14644
Encl: a/a
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]
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EXTRACT OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF ALLCARGO LOGISTICS LIMITED HELD ON AUGUST 13, 2024
Reclassification of Allcargo Multimodal Private Limited falling (AMPL) under “Promoter Group” Category to “Public” Category
The request received from AMPL, Promoter, dated August 06, 2024 was placed before the Board. The Board reviewed the request thoroughly and decided to consider the application.
The Board noted that pursuant to the Scheme of Arrangement and Demerger executed by and amongst Allcargo Logistics Limited (ACL), Allcargo Terminals Limited and TransIndia Real Estate Limited (“TREL/Promoter Group entity of ACL”), as sanctioned by the National Company Law Tribunal on January 5, 2023, all equity shares and optionally convertible debentures held in AMPL by ACL were transferred to TREL. The Board of Directors of ACL had approved the execution, delivery and performance of AMPL Share Purchase Agreement (“SPA”) to be executed by and amongst ACL, TREL, BRE Asia Urban Holdings Ltd (Investor) and AMPL (“SPA”), via board resolution dated February 12, 2024. Accordingly, TREL had agreed to sell 2,24,05,002 (Two crore twenty-four lakh five thousand two) equity shares (representing 100% (One hundred per cent) of the equity share capital) of AMPL to the Investor.
Further, the SPA was entered into for the sale / transfer / disposal of 100% of the equity shareholding of TREL in AMPL, a wholly owned subsidiary of TREL, to the Investor on February 28, 2024.
Upon consummation of the closing under the SPA on 7 March 2024, TREL ceased to hold any equity shares in AMPL.
Please note that none of the promoters or promoter group of ACL are holding any stake, directly or indirectly in AMPL. Further, the Investor is not the promoter of ACL and does not belong to the promoter group of ACL. As such, in respect of ACL, AMPL is not covered under the 'Promoter Group' (as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018).
AMPL has specifically mentioned in the request letter that they are satisfying all the conditions specified in sub-clause (i) to (vii) of clause (b) of sub-regulation (3) of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and also confirmed that at all times from the date of such reclassification, shall continue to comply with conditions mentioned in Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 post reclassification from “Promoter” to “Public”.
In view of the provisions of Regulation 31A SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and on satisfaction of the conditions specified in sub-clause (i) to (vii) of clause (b) of sub-regulation (3) of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, the members of the Board are of the view that application for reclassification from “Promoter Group” to “Public” be accepted and be placed before the Members of the Company for their
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]
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approval. On approval of the same by the Members, application be made to by the Company to National Stock Exchange of India Limited and BSE Limited.
After the due deliberation and discussions, members of the Board then passed the following resolution unanimously:
“RESOLVED THAT pursuant to Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to approval from the BSE Limited, National Stock Exchange of India Limited, the Securities and Exchange Board of India and such other authorities as may be required and pursuant to other laws and regulations, as may be applicable from time to time (including any statutory modifications or re-enactments thereof for the time being in force), and subject to the consent of the Members, the approval of the Board be and is hereby accorded to the reclassification of Allcargo Multimodal Limited from “Promoter Group" Category to the "Public" Category in the shareholding of the Company.”
“RESOLVED FURTHER THAT on approval of the Stock Exchange(s), upon application for reclassification of the aforementioned applicant, the Company shall effect such reclassification in the Statement of Shareholding pattern from immediate succeeding quarter under Regulation 31 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and compliance to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and other applicable provisions.”
“RESOLVED FURTHER THAT any Director and/or Key Managerial Personnel of the Company, be and are hereby severally authorized to perform and execute all such acts, deeds, matters and things including but not limited to making intimation/filings to stock exchange(s), seeking approvals from the Securities and Exchange Board of India, BSE Limited, the National Stock Exchange of India Limited (as applicable), and to execute all other documents required to be filed in the above connection and to settle all such questions, difficulties or doubts whatsoever which may arise and amend such details and to represent before such authorities as may be required and to take all such steps and decisions in this regard to give full effect to the aforesaid resolutions.”
//Certified True Copy//
For Allcargo Logistics Limited
DEVANAND Digitally signed by DEVANAND PARSHOTTAM PARSHOTTAM MOJIDRA Date: 2024.08.14 MOJIDRA 16:04:42 +05'30'
Devanand Mojidra Company Secretary & Compliance Officer Membership No.: A14644
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS e-mail id: [email protected]