Aegis Vopak Terminals Signs Pacts With Itochu To Sell 10% Stake For ₹80.32 Crores

Aegis vopak terminals Limited has executed comprehensive agreements with Itochu Corporation for the divestment of a minority stake in its subsidiary, marking a significant corporate restructuring move with built-in governance and buyback provisions.

Transaction Overview

The company has entered into three separate agreements with Itochu Corporation concerning the sale of equity shares in Aegis Terminal (Pipavav) Limited (ATPL). The transaction involves the transfer of 5,000 equity shares of ₹10.00 each, representing 10% of ATPL's paid-up share capital.

Transaction Details: Information Buyer: Itochu Corporation Shares Being Sold: 5,000 equity shares of ₹10.00 each Stake Percentage: 10% of ATPL's paid-up share capital Transaction Value: ₹80,32,00,000 (₹80.32 crores) Current AVTL Holding: 96% Post-Transaction Holding: 86%

Agreement Structure

The transaction comprises three distinct legal documents that establish a comprehensive framework for the partnership:

Share Purchase Agreement (SPA 1)

The primary agreement facilitates the direct sale of shares from Aegis Vopak Terminals to Itochu Corporation. Under this agreement, the company is required to indemnify Itochu against breaches of representations and warranties, subject to limitations specified in the agreement. The SPA 1 includes post-closing actions involving the transfer of certain ammonia tanks in the Port of Pipavav from Aegis Logistics Limited to ATPL on a slump sale basis.

Shareholders' Agreement

This agreement establishes the inter-se rights and obligations of all parties concerning ATPL's management and operations. The agreement provides certain reserved matter rights to both Aegis Vopak Terminals and Itochu Corporation, subject to fulfillment of terms specified in the shareholders' agreement.

Share Purchase Agreement (SPA 2) - Buyback Clause

The contingent agreement becomes operative only upon non-fulfillment of agreed terms and conditions within specified timelines. Under SPA 2, Aegis Vopak Terminals would be required to repurchase the 10% equity stake from Itochu Corporation, providing a safety mechanism for both parties.

Regulatory Compliance and Strategic Implications

The disclosure has been made pursuant to Regulation 30 of SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015. The parties involved in the transaction do not form part of the promoter or promoter group of Aegis Vopak Terminals Limited.

Despite the divestment, Aegis Vopak Terminals will retain majority control of ATPL with an 86% shareholding, ensuring continued subsidiary status. The transaction represents a strategic partnership with Itochu Corporation while maintaining operational control of the terminal operations at Pipavav.

Aegis Vopak Terminals Limited has executed a deed of assignment with its subsidiary Aegis Terminal (Pipavav) Limited (ATPL) on March 26, 2026, for the assignment of rights to acquire a specialized ammonia storage terminal at Pipavav Port. The company disclosed comprehensive regulatory details under SEBI regulations following the formal execution of the assignment agreement.

Deed of Assignment Execution

The company informed stock exchanges that it has entered into a deed of assignment with ATPL on March 26, 2026, relating to the assignment of rights to acquire the specialized storage terminal for ammonia at Pipavav Port. This follows the earlier board approval and represents the formal execution of the terminal transfer process.

Assignment Details: Specifications Execution Date: March 26, 2026 Parties: Aegis Vopak Terminals Limited & ATPL Terminal Type: Specialized ammonia storage Location: Pipavav Port Static Capacity: 36,000 MT

Subsidiary Relationship and Shareholding Structure

ATPL is a subsidiary of Aegis Vopak Terminals Limited, currently holding 96% of the equity stake. The company disclosed that it is in the process of transferring shares to Itochu Corporation, and upon completion of this transfer, the company's shareholding in ATPL will continue to remain at 86%.

Shareholding Structure: Details Current Stake in ATPL: 96% Future Stake (Post-Transfer): 86% Share Transfer To: Itochu Corporation Transaction Nature: Related party transaction Basis: Arms length

Regulatory Compliance and Documentation

The assignment falls under related party transactions and has been executed on an arms length basis. The company has provided detailed disclosures as required under Regulation 30 of SEBI LODR Regulations, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Regulatory Framework: Specifications Primary Regulation: SEBI Regulation 30 Master Circular: HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 Circular Date: January 30, 2026 Signatory: Priyanka Vaidya, Company Secretary

Strategic Terminal Transfer Framework

The deed of assignment enables ATPL to acquire the specialized ammonia storage terminal with a static capacity of 36,000 MT at Pipavav Port. This strategic move represents the formalization of the terminal transfer process within the Aegis Vopak group structure, facilitating enhanced operational efficiency and specialized storage capabilities at the port facility.

The company has ensured full regulatory compliance and transparency by providing comprehensive documentation to stock exchanges and maintaining detailed disclosure requirements under applicable SEBI regulations.

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