Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Purpose and Nature of the Disclosure

This document is a notice for an Extraordinary General Meeting (EGM) of Aegis Logistics Limited, submitted to the BSE and NSE in compliance with SEBI LODR regulations. The purpose is to seek shareholder approval for three special resolutions related to significant fundraising, borrowing, and creation of security on company assets.

Date, Location, and Type of Meeting

The EGM will be held on Wednesday, October 21, 2026, at 4:00 PM IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The meeting is being conducted in compliance with circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI.

Summary of Proposed Resolutions and Implications

Item No. 1: Borrowing Limits

A special resolution to authorize the Board to borrow money up to ₹6,000 crores (Rupees Six Thousand Crores only), exceeding the limits prescribed under Section 180(1)(c) of the Companies Act, 2013. This borrowing may be in the form of loans, financial facilities, debentures, bonds, commercial paper, or other forms from banks, financial institutions, or other entities.

Item No. 2: Creation of Charge/Mortgage

A special resolution to authorize the Board to create mortgages or charges on all or any movable/immovable properties of the company (both present and future) to secure borrowings up to the approved limit of ₹6,000 crores. This includes securing various instruments such as foreign currency convertible bonds (FCCBs), debentures, and other securities.

Item No. 3: Fundraising Through Securities Issuance

A special resolution to raise funds aggregating up to ₹6,000 crores (Rupees Six Thousand Crores only) through the issuance of various securities in one or more tranches. The fundraising may occur through:

  • Equity shares
  • Bonds including foreign currency convertible bonds (FCCBs)
  • American Depository Receipts/Global Depository Receipts
  • Debentures
  • Non-convertible debt instruments with warrants
  • Convertible debentures
  • Other equity-based instruments

The securities may be issued through public issues, preferential issues, private placements, qualified institutions placements (QIP), or any combination thereof. The funds are intended for:

  • Inorganic growth through acquisitions and strategic initiatives
  • Repayment or pre-payment of existing loans/borrowings
  • Meeting working capital requirements
  • Funding capital expenditure
  • General corporate purposes

Specific provisions for QIP include:

  • Allotment must be completed within 365 days of shareholder approval
  • Pricing determined according to SEBI ICDR Regulations with possible discount of up to 5% on floor price
  • Minimum 10% allocation to mutual funds
  • No allocation to promoters or related persons
  • One-year lock-in period for allottees

Voting Process and Methods

The company will provide multiple voting methods:

Remote e-voting period:

  • Commencement: 9:00 AM IST on Saturday, October 17, 2026
  • End: 5:00 PM IST on Tuesday, October 20, 2026

Cut-off date for voting rights: Wednesday, October 14, 2026

Voting methods available:

  • For demat holders: Through NSDL and CDSL systems using various login methods
  • For physical shareholders: Through InstaVote platform using folio numbers
  • Institutional investors: Special registration and voting procedures
  • Voting during meeting: Members who haven't voted remotely can vote electronically during the EGM

Key Voting Outcomes and Scrutinizer Appointment

The company has appointed Mr. Prasen Naithani, Practicing Company Secretary (Membership No. 3830), as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

The Scrutinizer will submit a consolidated report of the total votes cast (both remote and during meeting) to the Chairman immediately after the conclusion of voting. The results will be announced within two working days of the meeting conclusion and will be placed on the company's website (www.aegisindia.com) and stock exchange websites.

Compliance with Applicable Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 and rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • MCA General Circular No. 03/2025 dated September 22, 2025
  • SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024
  • Foreign Exchange Management Act, 1999 and related regulations
  • Other applicable securities laws and regulations

The meeting is conducted through VC/OAVM as permitted by regulatory circulars, and physical attendance of members has been dispensed with.

Signatories and Company Information

Corporate Office: 1202, Tower B, Peninsula Business Park, G. K. Marg, Lower Parel (W), Mumbai - 400013

The notice is being sent electronically to all members whose email addresses are registered with the company's RTA/Depository Participants as of Monday, September 28, 2026.

Additional Information

  • The explanatory statement provides detailed material facts for each resolution as required under Section 102(1) of the Companies Act, 2013
  • None of the directors, key managerial personnel, or their relatives are concerned or interested in the resolutions, except to the extent of their shareholding
  • The notice emphasizes that this does not constitute an offer or invitation to the public
  • Detailed instructions for e-voting and joining the meeting through InstaMeet are provided in annexures
  • Helpdesk contacts are provided for technical support regarding voting and meeting participation