Aegis Logistics Ltd

Growth strategy

• Growth strategy includes Project GATI, brownfield expansions, M&A, and new energy initiatives.
• Proposed acquisition of Tristar: 89.8% for US$809m; closing expected Q4 FY27.

Operational highlights

• Pipavav ammonia terminal commissioned August 2026 with 36,000 MT capacity.
• Liquid storage capacity around 2.008 million KL; gas storage 165,000 MT.
• LPG distribution network with pan-India reach; strategic partners ITOCHU and Vopak.

Financial performance

• FY26 revenue Rs 8,333 cr; Normalized EBITDA Rs 1,599 cr; PAT Rs 1,107 cr; EPS Rs 25.59.
• Q1FY27 revenue Rs 2,357 cr; Normalized EBITDA Rs 727 cr; PBT Rs 719 cr; PAT Rs 545 cr.
• Q1FY27 EPS Rs 13.80.

Capital structure & liquidity

• FY26 borrowings: current Rs 2,070 cr; non-current Rs 347 cr.
• FY26 cash & cash equivalents Rs 2,512 cr; total equity Rs 8,784 cr.

Governance & leadership

• Board includes Chairman & MD Raj Kapurchand Chandaria; CFO Murad Moledina.

Key update

• Commissioned LPG bottling plant at Jawaharlal Nehru Port with 35,000 MT per annum capacity, effective Oct 15, 2026.
• Plant to be transferred to AVTL under Greenfield Terminal Project J2; exchange disclosures to follow.
• Part of Greenfield Terminal Project at JNPA per Framework Agreement with AVTL dated Nov 5, 2025.

Transaction overview

• Aegis to acquire ~89.8% of Tristar for US$809 million equity consideration.
• Via step-down subsidiary Aegis Logistics International Pte Ltd.
• Subject to regulatory approvals and closing conditions; expected completion in Q4 FY27.

Financial context

• Tristar FY2025 revenue US$1.4bn; EBITDA US$257m; net profit US$82m.
• Deal aims to create scale and geographic diversification for Aegis.

Governance and approvals

• Regulatory approvals under competition/antitrust laws required; closing conditions customary.
• BNP Paribas is exclusive financial advisor.
• Norton Rose Fulbright and Veritas Legal are legal counsel.

Acquisition structure

• Board approved acquisition of 89.8% stake in Tristar via Aegis Logistics International Pte Ltd.
• Execution of a definitive Share Purchase Agreement.
• Acquisition via 100% step-down subsidiary; Singapore entity.
• Not a related party transaction; promoter group has no interest.

Deal economics and timing

• Equity consideration US$809 million for 89.8% stake.
• Nature of consideration described as cash in disclosure.
• Completion expected in Q4 FY27.
• Subject to regulatory approvals under competition laws and closing conditions.
• Tristar revenue US$1.401 billion in 2025; EBITDA US$257 million; net profit US$82 million.
• Dubai-incorporated; operations in 30+ countries.

EGM Details

• EGM on 21 Oct 2026 at 4:00 PM IST via VC/OAVM.

Resolution 1: Borrowing limits

• Type: Special.
• Nature: increase borrowing limit to Rs 6,000 crore.
• Board authorized to finalize borrowings and related documents.

Resolution 2: Charge on assets

• Type: Special.
• Nature: mortgage/charge on assets to secure borrowings.
• Scope: movable and immovable assets, present and future.
• Authorized to finalize documents and related steps.

Resolution 3: Fund raise via securities

• Type: Special.
• Nature: raise funds up to Rs 6,000 crore via securities in one or more tranches.
• Mode: public, private, QIP; multiple instruments permitted.
• Pricing: floor price; discount up to 5% allowed.
• Terms: 365-day allotment window; pari-passu ranking.
• Promoter participation: not in QIP.
• Use of proceeds: inorganic growth, debt repayment, working capital, capex.
• Board powers: appoint intermediaries and manage listing.

Voting status

• Voting outcome not disclosed in the notice.

Shareholding / Governance impact

• Dilution possible on future issuances; promoter participation restricted in QIP; no board/KMP changes disclosed.

Fund-raise plan overview

• Instruments include equity shares, FCCBs, convertibles, debentures, non-convertible debt, warrants, and other equity-based securities.
• Issuance through one or more public issues, private placements, rights issues, QIP, or combinations.
• Aggregate size up to Rs 6,000 crores.
• Pricing details not disclosed; to be determined per instrument.
• Board authorized to create charge on assets within the overall borrowing limits.
• Fund Raising Committee authorized to implement the proposal.
• Shareholder approval via special resolution required.
• Regulatory and statutory approvals, as required, will be pursued.
• Issuance may be denominated in rupees or foreign currencies.
• Investors include QIBs and other eligible buyers domestically or internationally.
• Objective is raising funds up to Rs 6,000 crores.
• Subject to requisite shareholder and regulatory approvals.
• Creation of charge on assets; instrument-specific covenants to be set.
• Denominations can be in rupees or foreign currencies across tranches.

Formation of step-down subsidiary

• AVTL has incorporated Aegis Energy Terminals Limited as a 100% owned step-down subsidiary.
• Authorized share capital Rs 1,000,000; paid-up capital Rs 500,000.
• Turnover not yet started; incorporated 25 September 2026; industry storage and terminalling.
• No related party involvement; 100% ownership by AVTL.

Incorporation of Singapore step-down subsidiary

• Eastern India LPG Company Private Limited formed Aegis Logistics International Pte Ltd in Singapore.
• Aegis Logistics International Pte Ltd is a wholly owned step-down subsidiary of the company.
• Initial share capital is 1 USD; turnover not yet applicable.
• Business focus will be storage, terminaling, and related logistics activities.
• Date of incorporation: 25 September 2026; country: Singapore.
• 100% of the shareholding is held by Eastern India LPG Company Private Limited.
• Not a related party transaction; no promoter group interest in the entity.
• Regulatory approvals required for the incorporation are not applicable.