Allcargo Gati Limited, formerly known as Gati Limited, has achieved a significant milestone in its corporate restructuring journey. On October 10, 2025, the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench sanctioned the Composite Scheme of Arrangement, a strategic move aimed at streamlining the operations of Allcargo Gati and its subsidiaries, improving efficiency, and creating a more robust corporate structure.

Background of the Composite Scheme

The sanctioned scheme involves multiple entities within the Allcargo Gati Group, including:

1. Allcargo Logistics Limited – The transferee company and a major operational entity.

2. Allcargo Supply Chain Private Limited (ASCPL) – A wholly owned subsidiary of Allcargo Logistics, serving as Transferor Company 1.

3. Gati Express & Supply Chain Private Limited (GESCPL) – Transferor Company 2.

4. Allcargo Gati Limited (Gati) – Transferee Company 1, formerly Gati Limited, and Transferor Company 3 in the scheme.

5. Allcargo Global Limited (AGL) – Formerly Allcargo Worldwide Limited and Allcargo ECU Limited, designated as the Resulting Company under the scheme.

The scheme has been structured under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, allowing for mergers, demergers, and reorganization of shareholding structures among the group companies.

Objectives of the Scheme

The primary goals of this corporate restructuring include:

• Streamlining Operations: By rationalizing the corporate structure, the company aims to simplify management and enhance operational efficiency.

• Optimizing Resource Allocation: Consolidating subsidiaries allows for better utilization of assets, capital, and human resources across the group.

• Enhancing Shareholder Value: A cleaner corporate structure improves transparency and potentially enhances shareholder confidence and market valuation.

• Regulatory Compliance: The scheme ensures alignment with the Companies Act, 2013 and other statutory requirements.

Impact on Subsidiaries and Stakeholders

The composite scheme has implications for the group’s subsidiaries and their stakeholders:

1. Allcargo Supply Chain Private Limited (ASCPL): Its merger/demerger with Allcargo Gati Limited is designed to integrate supply chain operations under a unified framework.

2. Gati Express & Supply Chain Private Limited (GESCPL): Its restructuring will strengthen core logistics and express delivery capabilities.

3. Allcargo Global Limited (AGL): As the resulting company, it will benefit from a more streamlined global structure and simplified governance framework.

The scheme aims to maintain business continuity, ensuring that operational services to customers and partners remain uninterrupted during the restructuring process.

Regulatory Approval Process

The NCLT approval is the final critical step in implementing such a composite scheme. Prior to this, Allcargo Gati Limited had filed multiple intimations with stock exchanges, including BSE Limited and NSE, as per Regulation 30 of SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. Notifications were issued on several previous dates, including September 24, August 14, July 11, July 3, and May 9, 2025, indicating the progress of the scheme and hearings with the NCLT.

Once the certified copy of the NCLT order and the sanctioned scheme is received, the company will upload it on its website, ensuring full transparency for shareholders and investors.

Shareholder and Investor Perspective

For shareholders, the composite scheme offers several benefits:

• Simplified Shareholding: Integration of subsidiaries will reduce complexity in ownership structures.

• Clarity in Governance: Board oversight and corporate governance processes will become more straightforward.

• Potential for Growth: Streamlined operations may enable faster decision-making and strategic investments, enhancing long-term growth prospects.

Investors can access detailed information regarding the scheme on the Allcargo Gati Limited website, along with periodic updates provided by the company to BSE and NSE.

Corporate Communication

The official intimation to the stock exchanges, signed by Shekhar R. Singh, Company Secretary, reads:

"Pursuant to Regulations 30 of the Listing Regulations, we wish to inform you that Hon’ble NCLT, Mumbai Bench has sanctioned the Scheme on Friday, October 10, 2025, in connection with the Composite Scheme of Arrangement among Allcargo Logistics Limited, Allcargo Supply Chain Private Limited, Gati Express & Supply Chain Private Limited, Allcargo Gati Limited, and Allcargo Global Limited, and their respective shareholders. The certified copy of the order and the sanctioned scheme will be uploaded on the Company’s website when made available."

This disclosure ensures compliance with SEBI LODR regulations, safeguarding the interests of all stakeholders.

Strategic Importance

The restructuring represents a significant milestone in Allcargo Gati Limited’s strategic evolution. Key advantages include:

1. Operational Synergies: Aligning subsidiaries under a common structure fosters efficiency and cost reduction.

2. Global Competitiveness: A consolidated structure positions Allcargo Gati for enhanced competitiveness in international markets.

3. Improved Transparency: Investors and partners can clearly track business operations and financials across a simplified corporate structure.

The scheme underscores the company’s commitment to innovation, growth, and shareholder value creation, while maintaining compliance with all regulatory requirements.

Future Outlook

Post-implementation of the composite scheme, Allcargo Gati Limited is expected to:

• Integrate subsidiaries fully under a unified governance model.

• Optimize financial and operational synergies for cost-effective and scalable business operations.

• Strengthen shareholder communication through continuous disclosures and updates.

• Drive strategic growth in logistics, supply chain solutions, and express services across India and globally.

Conclusion

The sanctioning of Allcargo Gati Limited’s composite scheme of arrangement by NCLT marks a transformative phase for the company and its subsidiaries. By restructuring Allcargo Logistics, Allcargo Supply Chain, Gati Express & Supply Chain, and Allcargo Global, the group is poised to achieve operational efficiency, regulatory compliance, and enhanced shareholder value.

Stakeholders and investors can expect a more streamlined, transparent, and competitive Allcargo Gati Limited, with the certified NCLT order to be made publicly available on the company’s website. This milestone reflects the company’s strategic foresight, governance standards, and commitment to growth in the logistics sector.

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