Description

ALLCARGO GATI LIMITED to merge with ALLCARGO LOGISTICS LIMITED with record date November 12, 2025. Shareholders to receive 63 equity shares of Allcargo Logistics for every 10 shares held in Allcargo Gati.

Summary

BSE has announced the amalgamation of ALLCARGO GATI LIMITED (Scrip Code: 532345) into ALLCARGO LOGISTICS LIMITED pursuant to a Composite Scheme of Arrangement approved by the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench. The record date has been set as November 12, 2025, and trading in ALLCARGO GATI LIMITED shares will be suspended from the same date. Shareholders of ALLCARGO GATI LIMITED will receive 63 equity shares of Rs.2/- each of ALLCARGO LOGISTICS LIMITED for every 10 equity shares of Rs.2/- each held in ALLCARGO GATI LIMITED.

Key Points

  • ALLCARGO GATI LIMITED (Amalgamating Company) to merge into ALLCARGO LOGISTICS LIMITED (Amalgamated Company)
  • Scheme approved by NCLT Mumbai Bench
  • Share exchange ratio: 63 equity shares of Allcargo Logistics for every 10 equity shares of Allcargo Gati
  • Both companies have equity shares of face value Rs.2/- each
  • Trading members advised not to deal in ALLCARGO GATI LIMITED shares from November 12, 2025
  • Notice issued by Marian Dsouza, Assistant Vice President – Listing Compliance and Operations
  • Notice Number: DR-754/2025-2026

Regulatory Changes

This amalgamation follows the Composite Scheme of Arrangement (for Demerger/Amalgamation) framework under the Companies Act, as approved by NCLT. The scheme provides for the complete merger of ALLCARGO GATI LIMITED into ALLCARGO LOGISTICS LIMITED, resulting in the cessation of ALLCARGO GATI LIMITED as a separate legal entity upon the scheme becoming effective.

Compliance Requirements

  • Trading Members: Must not deal in equity shares of ALLCARGO GATI LIMITED with effect from November 12, 2025
  • ALLCARGO LOGISTICS LIMITED: Required to issue and allot equity shares to eligible shareholders of ALLCARGO GATI LIMITED as per the prescribed ratio
  • Shareholders of ALLCARGO GATI LIMITED: Entitlement to new shares will be determined based on shareholding as on the record date
  • All parties must comply with the terms and conditions of the NCLT-approved Composite Scheme of Arrangement

Important Dates

  • Notice Date: November 6, 2025
  • Record Date: November 12, 2025 (for determining entitlement of shareholders)
  • No Dealings From: November 12, 2025 (trading suspension date)

Impact Assessment

High Impact on Stakeholders:

  • Shareholders of ALLCARGO GATI LIMITED: Will see their holdings converted to ALLCARGO LOGISTICS LIMITED shares at a favorable ratio of 6.3:1, representing significant value enhancement
  • Trading Operations: Complete suspension of trading in ALLCARGO GATI LIMITED shares from the record date, affecting liquidity and trading strategies
  • Market Structure: Consolidation reduces the number of listed entities in the logistics sector, potentially leading to a stronger combined entity
  • Allcargo Logistics: Substantial increase in issued share capital and shareholder base due to the high exchange ratio
  • Regulatory Compliance: All intermediaries, depositories, and market participants must update their systems to reflect the amalgamation and new shareholding pattern

The generous share exchange ratio (6.3:1) indicates significant value being offered to ALLCARGO GATI LIMITED shareholders, suggesting strategic importance of this consolidation for the ALLCARGO group’s business operations.

Impact Justification

Major corporate restructuring involving complete amalgamation of listed company with immediate trading suspension and significant share exchange ratio affecting all shareholders