Key Quantitative Figures

  • Liquid Storage Terminal Business sale consideration: ₹1,066 crore (₹1066,00,00,000)
  • Rail Logistics Business sale consideration: ₹88 crore (₹88,00,00,000)
  • Total transaction value: ₹1,154 crore
  • Cut-off date for voting eligibility: October 30, 2026
  • Remote e-voting period: November 6, 2026 (10:00 AM) to December 5, 2026 (5:00 PM)

Dates of Action

  • Board and Audit Committee meetings: September 29, 2026
  • Valuation report date: September 28, 2026
  • Expected transaction closure: Q3 or Q4 of FY 2026-27, with remainder within 12-15 months
  • Consideration receipt timeline: January 2027 to September 2028 in multiple tranches

Parties Involved

  • Ganesh Benzoplast Limited (Company)
  • Cisternina Logistics Private Limited (Buyer, CIN: U52290MH2024PTC427892)
  • Kohlberg Kravis Roberts (KKR) - funding entity for Buyer
  • Infrastructure Logistic Systems Limited (ILSL, material subsidiary, 86.52% owned)
  • ILSL Rail Logistics Private Limited (ILSL WOS, wholly-owned subsidiary of ILSL)
  • TPG & Co. Chartered Accountants (Registered Valuer, SFA – IBBI/RV/06/2018/10207)
  • Puneet Motwani & Associates (Scrutinizer, COP: 27593)
  • Central Depository Services (India) Limited (CDSL) - e-voting service provider

Transaction Details - Item No. 1: Liquid Storage Terminal Business Sale

  • Business: Liquid Storage Terminal business at JNPA, Goa and Cochin ports (LST Undertaking)
  • Sale type: Slump sale as going concern
  • Consideration: ₹1,066 crore, subject to adjustments based on conditions and milestones
  • Assets included: All assets and liabilities, contracts, inventory, business records, goodwill, licenses, employees
  • Valuation: Higher than independent valuation by TPG & Co. Chartered Accountants
  • Rationale: Unlock value, fund chemical division growth, develop EPC business as independent division
  • Shareholder approval required under Section 180(1)(a) of Companies Act and Regulation 37A of SEBI Listing Regulations

Transaction Details - Item No. 2: Rail Logistics Business Sale

  • Business: Rail Logistics Business at Daund of Infrastructure Logistic Systems Limited
  • Transaction structure: Transfer to ILSL WOS (wholly-owned subsidiary) followed by share sale to Buyer
  • Consideration: ₹88 crore, subject to adjustments based on conditions and milestones
  • Assets included: All assets and liabilities, contracts, employees, records, permits and licenses
  • Valuation: Higher than independent valuation by TPG & Co. Chartered Accountants
  • Related party aspect: Intra-group transaction between ILSL and ILSL WOS
  • Shareholder approval required under Regulation 24 of SEBI Listing Regulations

Use of Proceeds (First Tranche)

  • Repay existing debt facilities from banks
  • Undertake buyback of Company's shares (promoters will not participate)
  • Declare special dividends for shareholders
  • Capital expenditure for chemical business expansion and EPC business growth
  • Remaining tranches to be utilized similarly subject to legal compliance

Voting Process Details

  • Remote e-voting exclusively through CDSL platform
  • Physical ballot forms not being sent
  • Scrutinizer: Puneet Motwani & Associates
  • Results to be submitted to stock exchanges within two working days after voting period
  • Results displayed on company website (www.ganeshbenzoplast.com) and CDSL website (www.evotingindia.com)

Financial and Operational Impact

  • Divestment of two significant business undertakings
  • Net worth of LST Undertaking exceeded 20% of company's net worth in FY 2025-26
  • Income of LST Undertaking exceeded 20% of total company income in FY 2025-26
  • Transaction expected to unlock significant value for stakeholders
  • Proceeds to fund growth initiatives in chemical and EPC businesses

Governance Aspects

  • No directors, KMPs or their relatives have financial interest in the transactions
  • Audit Committee and Board have reviewed and approved the transactions
  • Transactions considered arm's length and for bona fide commercial reasons
  • Buyer (Cisternina Logistics) not part of promoter/promoter group/group companies

Capital Structure Impact

  • Potential share buyback using sale proceeds (promoters not participating)
  • Special dividend declaration planned
  • No immediate dilution or change in share capital structure from the transactions

#Tags #GaneshBenzoplast #SlumpSale #SEBIDisclosure #RegulatoryCompliance #M&A #CorporateRestructuring #Neutral