Summary of Key Information:

Nature of Filing / Announcement: Outcome of Board Meeting - Acquisition Announcement

Acquisition Details:

The Board of Directors of Aegis Logistics Limited has approved the acquisition of 89.8% stake in Tristar Holdings Limited through its 100% step-down subsidiary Aegis Logistics International Pte Ltd, Singapore.

Target Company Information:

  • Name: Tristar Holdings Limited ("Tristar")
  • Business: Integrated liquid logistics solutions provider offering end-to-end liquid logistics services including maritime logistics, road transport, fuel tank storage, fuel distribution and aviation fueling
  • Incorporation: Dubai
  • Global Presence: Operations in 30+ countries globally
  • Industry: Storage and transport infrastructure, distribution for liquid fuels

Financial Performance of Tristar:

For fiscal year ended December 31, 2025:

  • Revenue: Approximately US$ 1.4 billion (consolidated)
  • EBITDA: Approximately US$ 257 million (consolidated)
  • Net Profit: Approximately US$ 82 million (consolidated)

Historical Revenue Performance:

  • FY 2023: US$ 1,089 million
  • FY 2024: US$ 1,220 million
  • FY 2025: US$ 1,401 million

Transaction Details:

  • Acquisition Stake: 89.8% of equity
  • Consideration: Cash consideration of US$ 809 million (including contingent and interest for deferred consideration)
  • Transaction Structure: Through 100% step-down subsidiary Aegis Logistics International Pte Ltd, Singapore
  • Expected Completion: Q4 FY27

Regulatory Aspects:

  • Related Party Status: Not a related party transaction
  • Promoter Interest: Promoter/promoter group does not have any interest in Tristar
  • Government Approvals: Subject to regulatory approvals under applicable competition and anti-trust laws
  • Closing Conditions: Subject to satisfaction of customary closing conditions

Strategic Rationale:

The acquisition is expected to create an immediate contribution to overall profitability and provides important long-term strategic benefits for Aegis Logistics.

Corporate Governance:

The disclosure is made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.