Aegis Vopak Terminals Limited Enters Agreement for Sale of Equity Stake in Subsidiary
Aegis Vopak Terminals Limited announced on March 27, 2026, that it has entered into Share Purchase Agreements (SPA 1, SPA 2) and a Shareholders' Agreement with Aegis Terminal (Pipavav) Limited (ATPL), its subsidiary, and Itochu Corporation.The agreements pertain to the sale of a 10% equity stake, representing 5,000 equity shares with a face value of INR 10 each, of ATPL to Itochu Corporation. The total consideration for the stake is INR 80,32,00,000. Following the transaction, Aegis Vopak Terminals Limited will continue to hold 86% equity stake in ATPL.
Key terms of the agreement include indemnification by Aegis Vopak Terminals Limited to Itochu Corporation in certain circumstances and post-closing actions, including the transfer of ammonia tanks from Aegis Logistics Limited to ATPL. Itochu Corporation does not form part of the promoter/promoter group of Aegis Vopak Terminals Limited.
The Share Purchase Agreement (SPA 2) is contingent on the non-fulfillment of specified conditions within a defined timeline.
Table 1: Details of SPA 1
| Sr.No | Details of Event that need to be provided | Details/Information of such event(s) |
|---|---|---|
| 1 | Name(s) of parties with whom the agreement is entered | The Company has entered into Share Purchase Agreement ('SPA 1') with Aegis Terminal (Pipavav) Limited ('ATPL'), its subsidiary Company and Itochu Corporation ('Itochu'). |
| 2 | Purpose of entering into the agreement | Equity shares representing 10% of the paid up share capital of ATPL are proposed to be transferred by the Company to Itochu, for an aggregate consideration of INR. 80,32,00,000. |
| 3 | Shareholding, if any, in the entity with whom the agreement is executed | ATPL is the subsidiary of the Company, with the Company presently holding 96% of the equity stake. On completion of the sale of shares, the Company will continue to hold 86% equity stake in ATPL. |
| 4 | Significant terms of the agreement (in brief) | The Company is required to indemnify Itochu in the event of, inter-alia, a breach of the representations and warranties provided to Itochu in the SPA 1 in relation to the sale of shares by the Company in ATPL. |
| 5 | Whether the said parties are related to Promoter /Promoter Group/ Group Companies | The Parties to the SPA do not form part of the promoter/promoter group of the Company. |
| 6 | Whether the transaction would fall within related party transactions? | Not Applicable. |
| 7 | In case of issuance of shares to the parties, details of issue price, class of shares issued | Not Applicable |
| 8 | Any other disclosures related to such agreements | Not Applicable |
| 9 | In case of termination or amendment of agreement | Not Applicable |
Table 2: Details of the Shareholders Agreement
| Sr.No | Details of Event that need to be provided | Details/Information of such event(s) |
|---|---|---|
| 1 | Name(s) of parties with whom the agreement is entered | The Company has entered into Shareholders Agreement ('SHA') with Aegis Terminal (Pipavav) Limited ('ATPL'), its subsidiary Company, Itochu Corporation ('Itochu"), Mr. Murad Moledina and Mr. Sudhir Omprakash Malhotra. |
| 2 | Purpose of entering into the agreement | The Company has entered a SHA with respect to the inter-se rights and obligations of the parties in connection with the management and operation of ATPL. |
| 3 | Shareholding, if any, in the entity with whom the agreement is executed | ATPL is the subsidiary of the Company holding 96% of the Equity stake. On completion of the sale of shares of 10% of the paid up share capital of ATPL to Itochu Corporation, the Company will continue to hold 86% equity stake in ATPL. |
| 4 | Significant terms of the agreement (in brief) | Certain rights are being provided to the Company and Itochu with respect to ATPL, including, inter alia reserved matter rights. |
| 5 | Whether the said parties are related to Promoter /Promoter Group/ Group Companies | The Parties to the SHA do not form part of the promoter/promoter group of the Company. |
| 6 | Whether the transaction would fall within related party transactions? | Not Applicable. |
| 7 | In case of issuance of shares to the parties, details of issue price, class of shares issued | Not Applicable |
| 8 | Any other disclosures related to such agreements | Not Applicable |
| 9 | In case of termination or amendment of agreement | Not Applicable |
Table 3: Details of SPA 2
| Sr.No | Details of Event that need to be provided | Details/Information of such event(s) |
|---|---|---|
| 1 | Name(s) of parties with whom the agreement is entered | The Company has entered into Share Purchase Agreement ('SPA 2') with Aegis Terminal (Pipavav) Limited ('ATPL'), its subsidiary Company and Itochu Corporation ('Itochu'). |
| 2 | Purpose of entering into the agreement | The Company has entered into SPA 2 with ATPL, its subsidiary, and Itochu, which shall become effective only upon non-fulfilment of the agreed terms and conditions within the specified timeline. |
| 3 | Shareholding, if any, in the entity with whom the agreement is executed | ATPL is the subsidiary of the Company holding 96% of the Equity stake. On completion of the sale of shares of 10% of the paid up share capital of ATPL to Itochu Corporation, the Company will continue to hold 86% equity stake in ATPL. |
| 4 | Significant terms of the agreement (in brief) | The operative provisions of SPA-2, which requires Aegis Vopak Terminals Limited to purchase the shares representing 10% of the equity stake of ATPL from Itochu, shall automatically become effective only if the agreed conditions are not fulfilled within the timeline. |
| 5 | Whether the said parties are related to Promoter /Promoter Group/ Group Companies | The Parties to the SPA 2 do not form part of the promoter/promoter group of the Company. |
| 6 | Whether the transaction would fall within related party transactions? | Not Applicable. |
| 7 | In case of issuance of shares to the parties, details of issue price, class of shares issued | Not Applicable |
| 8 | Any other disclosures related to such agreements | Not Applicable |
| 9 | In case of termination or amendment of agreement | Not Applicable |
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