Allcargo Logistics Ltd — Capital/Financing Update 2021

Dec 23, 2021

Department of CorporateThe Manager -	The Manager -Listing Department,
Services,	National Stock Exchange of India limited,
BSE limited,	Exchange Plaza, C-1 , Block G,
25th Floor, Phiroze Jeejeebhoy Towers,	Sandra Kurla Complex,
Dalal Street, Fort, Mumbai -400001	Sandra (E), Mumbai - 400 051
BSE Scrip Code: 5327 49	NSE Symbol: ALLCARGO

December 23, 2021

Dear Sir/ Madam,

Subject: Outcome of the meeting of the Board of Directors of Allcargo logistics Limited ("Demerged Company" or the "Company") held on December 23, 2021, in accordance with Regulation 30 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI lODR Regulations").

Pursuant to Regulation 30 of the SEBI LODR Regulations, we hereby inform that based on the recommendation of the Audit Committee and Independent Directors Meeting, the Board of Directors of the Company at its meeting held today, i.e. December 23, 2021 has inter-alia, considered and approved to restructure the business of the Company by way of a Scheme of Arrangement and Demerger ("Scheme"), whereby:

• (1) Container Freight Station/Inland Container Depots and any other related logistics businesses of the Company ("Demerged Undertaking 1") will be demerged into Allcargo Terminals Private Limited (The members of Al/cargo Terminals Private Limited had approved its conversion from private limited into public limited vide special resolution passed at its Extraordinary General Meeting dated December 10, 2021 for which necessary forms has been filed with Registrar of Companies, Mumbai and approval for the same is awaited) (the "Resulting Company 1" or "ATPl"); and
• (2) Engineering and Equipment Leasing and Hiring Solutions, Logistics Park, Warehousing, Real Estate Development and Leasing Activities and other related businesses of the Company ("Demerged Undertaking 2") will be demerged into Translndia Realty & Logistics Parks Limited (the "Resulting Company 2" or "TRLPl"),

on a going concern basis with effect from the Appointed Date i.e. April 1, 2022.

The transaction is proposed through a Scheme of Arrangement and Demerger under Section 230 - 232 read with applicable provisions of the Companies Act, 2013 (the "Act").

The said Scheme would be subject to requisite approvals of the National Company Law Tribunal, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other statutory / regulatory authorities, including those from the shareholders and creditor = the Company, Resulting Company 1 and Resulting Company 2, as may be applicable.

The information pursuant to Regulation 30 of the SEBI LODR Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 is also enclosed herewith as Annexure I.

Further, pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Share Dealing Code of the Company, the Company had informed the Stock Exchanges vide its letter dated December 15, 2021 , regarding, the closure the trading window for dealing in the securities of the Company, which shall stand open from Monday, December 27, 2021.

The meeting of Board of Directors commenced at 2:30 p.m. and concluded at 06:15 p.m.

Kindly take the above on record.

Thanking you,

Yours faithfully, For Allcargo Logistics Limited

Devanand Mojidra Company Secretary & Compliance Officer

Annexure -1

Disclosure of information pursuant to Regulation 30 of SEBI LODR Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015.

Sr.	Particulars	Details
No.a.	Brief details ofthedivision(s)	Presently, the Company has following business segments:1) Multimodal Transport Operations
	tobe
	demerged:		2) Container Freight Stations & Inland Containers Depots
		3) Project and Engineering Solutions4) Logistics Park5) Express DistributionThe Company would demerge its business segments including assets,investments, liabilities, rights, benefits, interests and obligations (asspecifically set out in the scheme) as mentioned below:
		a.Container Freight Station/Inland Container Depots and any otherrelated logistics businesses ("Oemerged Undertaking 1") intoAllcargo Terminals Private Limited (the "Resulting Company 1"or "ATPL").b. Engineering andEquipmentLeasingandHiringSolutions,Logistics Park, Warehousing, Real Estate Development andLeasing Activities and other related businesses ("DemergedUndertaking 2") into Translndia Realty & Logistics Parks Limited
			(the "Resulting Company 2" or "TRLPL").The Company would continue to run and operate remaining businesses.
	Turnover of the	Particulars	Total	%	to Total	%to
	demerged		Standalone	Standalone	Standalone	Standalone
	division and as		Revenue	turnover of Revenue		turnover of
	percentageto		from	Demerged	from	Demerged
	thetotal		Demerged	Company	Demerged	Company
b.	turnover of the		Undertaking		Undertaking
	listed entity in		1		2
	the immediately		(Amountin		(Amountin
	preceding		Lakhs)		Lakhs)
	financialyear/	Demerged	22,868	15.82	8,096	5.60
	basedon	Undertakings
	financials of the	(for the Half
	lastfinancialyear._____	YearSeptember	_____	_____	____	o~\stlc:~"7__'f-:1----P _, ~~" i )

Allcargo Logistics Limited, The Avvashya House, CST Road, Santacruz (E), Mumbai · 400 098. T: +91 22 6679 8100 info@allcargologistics.com I www.allcargologistics.com CIN: L63010MH2004PLC073508 GSTN: 27AACCA289401ZS

~.,:

		De merged	46,403	23.55	14,510	7.36
		Undertakings
		(for the year
		ended March
		31, 2021)
C.	Rationalefor		The Oemerger will unlock value for all businesses and result in
	demerger		shareholder value maximisation.
		Rationale of Demerger:
		challenges,segregation	1 . The Demerged Undertakings and the Remaining Business have bothachieved scale and experience to sustain business on the basis oftheir own strengths. Additionally, both businesses deal with differentsets of industry dynamics in the form of nature of risks, competition,opportunitiesof themanagements to explore the potential business opportunities moreeffectively and efficiently.	andtwoundertakings	businessmethods.would	Hence,enablefocused
		2.Companies	Demerger will enable both Demerged Company and the Resultingtoenhanceoperations, cutting costs, more efficient management control andoutlining independent growth strategies.	business	operationsby	streamlining
			3. Each undertaking will be able to target and attract new investors withspecific knowledge, expertise and risk appetite corresponding to theirown businesses. Thus, each undertaking will have its own set oflikeminded investors, thereby providing the necessary fundingimpetus to the long-term growth strategies of each business.
		4.	Demerger will enhance efficiencies and will have different businessinterest into separate corporate entity, resulting in operationalsynergies, simplification, focused management, streamlining andoptimization of the group structure and efficient administration.
		becoming	5. Pursuant to the Scheme, the equity shares issued by the ResultingCompanies would be listed on BSE Limited and National StockExchange of India Limited and will unlock the value of the DemergedUndertakings for the shareholders of the Demerged Company.Further, the existing shareholders of the Demerged Company wouldhold the shares of three (3) listed entities, after the Schemeeffective,investments in the three businesses having differential dynamics.	giving them	flexibilityin	managing their
d.	Brief details of		The shares will be issued by the Resulting Company 1 and Resul ·
	changein		Company 2 in the same proportion ( on the basis of Share Entitle

Allcargo Logistics Limited, The Avvashya House, CST Road, Santacruz (E), Mumbai • 400 098. T: +91 22 6679 8 100 , info@allcargologistics.com www.allcargologistics.com ( IN: L63010MH2004PLC073508 GSTN: 27AACCA289401ZS

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	shareholdingpattern (if any)of all entities;	Ratio) in which the shareholders hold the shares in the Company, subjectto receipt of regulatory approvals, the overall economic interest of theequity shareholders of the Company shall remain the same in all theCompanies.The shareholding pattern of the Company, Resulting Company 1 andResulting Company 2 post demerger would be as follows:
		Demerged Company:
		Category	No. of Equity shares	%
		Promoter & Promoter Group	17, 17,86,209	69.92
		Public	7,39,09,315	30.08
		Total	24,56,95,524	100
		Resulting Company 1:
		Category	No. of Equity shares	%
		Promoter & Promoter Group	17,17,86,209	69.92
		Public	7,39,09,315	30.08
		Total	24,56,95,524	100
		Resulting Company 2:
		Category	No. of Equity shares	%
		Promoter & Promoter Group	17, 17,86,209	69.92
		Public	7,39,09,315	30.08
		Total	24,56,95,524	100
e.	In case of cash	No cash consideration is payable under the Scheme. The Resulting
	consideration	Company 1 and Resulting Company 2 will issue equity shares to the
	orAmount	shareholders of the Company as under:
	otherwise share
	exchange ratio;	(a) Upon the coming into effect of this Scheme and in consideration
			of the demerger of the Demerged Undertaking 1 in the Resulting
			Company 1 pursuant to this Scheme, the Resulting Company 1
			shall, without any further act or deed and without any further
			payment, issue and allot equity shares (hereinafter also referredto as the "New Equity Shares of Resulting Company 1 ") at par on
			a proportionate basis to each member of the Demerged Company,
			whose name is recorded in the register of members of the
			Demerged Company as holding shares on the Record Date, in the
		ratio of 1 (One) equity shares of Rs 2/-		(Rupees Two) each fully
			paid up of Resulting Company 1 for every 1 (One) equity share of
		Rs 2/-	(Rupees Two) each fully paid up held in the Demerged
		Company;

		(b) Upon the coming into effect of this Scheme and in considerationof the demerger of the Demerged Undertaking 2 in the ResultingCompany 2 pursuant to this Scheme, the Resulting Company 2shall, without any further act or deed and without any furtherpayment, issue and allot equity shares (hereinafter also referredto as the "New Equity Shares of Resulting Company 2") at par ona proportionate basis to each member of the Demerged Company,whose name is recorded in the register of members of theDemerged Company as holding shares on the Record Date, in theratio of 1 (One) equity shares of Rs 2/-(Rupees Two) each fullypaid up of Resulting Company 2 for every 1 (One) equity share ofRs 2/-(Rupees Two) each fully paid up held in the DemergedCompany.
f.	Whether listingwouldbesought for theresulting entity.	Yes, The Resulting Company 1 and Resulting Company 2 will make anapplication with the BSE Limited and the National Stock Exchange ofIndia Limited for listing of its equity shares in compliance with SEBI MasterCircular No SEBI/ HO/ CFO/ OIL 1/ CIR/ P/ 2021/ 0000000665 datedNovember 23, 2021, as amended and relevant regulations thereof.

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Ing en u ity In M o t ion 0

For Allcargo Logistics Limited

Devanand Mojidra Company Secretary & Compliance Officer