Key Resolution Details

  • Resolution Type: Ordinary Resolution
  • Purpose: Corrective and Remedial Measures to ratify Material Related Party Transaction with Allcargo Logistics Limited for FY 2024-25
  • Transaction Value: ₹79,17,42,032.80
  • Materiality Threshold: ₹73,29,81,400.20 (10% of consolidated turnover for FY 2023-24)
  • Excess Amount: ₹5,87,60,632.60 above threshold

Chronology of Events and Approvals

  • March 31, 2023: Board approved back-to-back billing arrangement with Allcargo Logistics Limited with ₹500 crore overall limit
  • April 17, 2023: Shareholders approved the arrangement
  • August 10, 2023: Company listed on stock exchanges, making SEBI LODR Regulations applicable
  • February 1, 2024: Audit Committee accorded omnibus approval for FY 2024-25 related party transactions
  • FY 2024-25: Transactions with ACL aggregating ₹79,17,42,032.80 undertaken

Transaction Breakdown

| Sr. No. | Particulars | Nature of Transaction | Approved Limit | Actual Transaction Value |

| 1 | Purchase of Goods/Services | Business Service Support - Expenses | ₹50,00,00,000 | ₹5,24,510.00 |

| 2 | Purchase of Goods/Services | CFS Expenses | ₹60,00,00,000 | ₹50,33,74,188.04 |

| 3 | Sale of Goods/Services | CFS Income | ₹36,00,00,000 | ₹23,78,19,939.33 |

| 4 | Any Other Transaction | Reimbursement - Back to Back Billing | ₹2,00,00,000 | ₹1,30,22,380.00 |

| 5 | Any Other Transaction | Shared Services Cost - COE | ₹20,00,00,000 | ₹1,11,65,859.43 |

| 6 | Any Other Transaction | Capital Gains Tax for Transnepal | N.A. | ₹2,58,35,156.00 |

| Total | | | | ₹79,17,42,032.80 |

Reason for Excess

The excess of ₹5,87,60,632.60 occurred primarily due to ₹5,94,97,231 incurred towards costs relating to Kolkata CFS and Mundra CFS facilities. Although CFS licenses were transferred to the Company during 2023, the facilities continued to remain in ACL's name due to operational and procedural requirements, requiring continued reimbursement.

Voting Details

  • Cut-off Date: October 9, 2026
  • E-voting Period: October 17, 2026 (9:00 AM IST) to November 15, 2026 (5:00 PM IST)
  • Service Provider: National Securities Depository Limited (NSDL)
  • Result Announcement: On or before November 17, 2026
  • Scrutinizer: Mr. Pramod S. Shah from M/s Pramod S. Shah & Associates, Practicing Company Secretaries

Company Statement

The transactions were undertaken in the ordinary course of business and on an arm's length basis. The procedural deviation is not prejudicial to stakeholder interests and did not cause harm or loss to any investor. The arrangement did not result in any preferential benefit to ACL or the Company.

Recommendations

  • Audit Committee has considered and recommended the proposal
  • Board of Directors recommends the Ordinary Resolution for shareholder approval

Documents Availability

The Postal Ballot Notice is available on the Company's website (www.allcargoterminals.com), stock exchange websites (BSE and NSE), and NSDL's e-voting website (www.evoting.nsdl.com).