Navkar : General updates

......_.,.._

Mis NavkarCorporationUd

Container Freight Stations & Rail Terminals

Ref: NCL/CS/2022-23/32

To,

The Manager

Listing Department,

BSE Limited,

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai - 400001

Script Code: 539332

Date: 16.08.2022
To,
The Manager
Listing Department,
National Stock	Limited,
Exchange oflndia
Exchange Plaza, C-1, Block- G,
Bandra Kurla Complex, Bandra (E)
Mumbai - 400051
Script Code: .NAVKARCORP

Dear

Sir/

Madam,

Sub:

Outcome

of

the Board

Meeting

of

the Company held on August 16, 2022

Pursuant to	Regulation 30	of the Securities and Exchange Board of India (Listing Obligations &
Disclosure Requirements)	Regulations, 2015 ('SEBI Listing Regulations'),	we wish to intimate
that following businesses were	transacted at the meeting	of the Board	of	Directors of Navkar
Corporat ion Limited ("The Company") held today i.e. on Tuesday, August 16, 2022 which
commenced at 07:00 A.M. and
		concluded at 08:00 AM:

1.

Approval for
transfer of its title, rights,	interest, ownership and the	operations of its Business
Undertaking
situated at Survey Nos. - 44/1,	44/l/l	P, 44/1/2P and other, Tumb Village, Taluka
Umbergaon , Dist. Valsad, Gujarat-
396150 as a going concern , on an "as is where is" basis
("
Business Undertaking") for a
	lumpsum consideration ofapproximately INR 835 ,00,00,000
(Indian Rupees Eight Hundred and Thirty Five Crore) to Adani Logistics Limited
("Purchaser") and the same shall be subject to approval of the Shareholders of the Company
at the ensuing Annual General Meeting.

We also attach herewith the Regulations read with SEBI Annexure A.

information circular no .

as required under	Regulation 30	of SEBI
CIR/CFD/CMD/4/2015 dated September 9,

Listing 2015 as

2.

Notice of the 14	th	Annual General
Wednesday, September 07, 2022.

Meeting

of

the Company scheduled to be held on

You

a

re

requested to take this information on records.

For Navkar Corporation Limited

Deepa Gehani

Company Secretary

&

Compliance Officer

Corporate

•

Regd.Office: 205, 2nd Floor, J.K. Chamb ers, Sector-17,	Vashi, Navi Mumbai-400 703
Office: 13th Floor,	Goodwill Infinity, Plot No.E/3A, Sector-12, Near Utsav Chowk, Kharghar, Navi Mumbai-410210
Tel.: [phone] e Fax.: [phone]	e		• GIN: L63000MH2008PLC187146
		www.navkarcfs.com

Admin • T+

Office.
	Survey No.89/93/95/97, at
91	_	_	252s (100 lines)• +91-
2143	66

Somathane Village, 2143-262028-32•

Kon-Savla Road, Taluka-Panvel, Dist. Raigad, Maharashtra-410206, India
F [phone]•	+91-2143-	•	E. [e-mail]
	262011

Mis NavlcarCorporationUd

Container Freight

Stations

&

Rail

Terminals

Disclosure

of

information

under

SEBI

Annexure-A

Circular No. CIR/CFD/CMD/4/2015

dated

9th

September,

2015

Sr.

No.

Particulars

Disclosures

1. .)
   b.)

The	amount and percentage of the
turnover or revenue or income and
net worth
	contributed by such unit or
division of the listed entity during
the last financial ear;
Date on which the agreement for sale
has been entered into

Particulars			Undertakin
Turnover			403.28
The Board of Directors	("Board") at its meeting held
today i.e. August 16,	2022 has approved the transfer of
Business Undertaking to the Purchaser as a going concern,
on an "as is where is"	basis, on such terms and conditions
as are specified in	the	Business Transfer Agreement
(BTA) and other ancillary agreements (hereinafter
collectively referred	to	as	"Transaction Documents").
Date of Execution of Business Transfer Agreement is
August 16, 2022.

c.)

			The	slump sale	of	Business	Undertaking as a going
			concern, on an "as is
			where is" basis is conditional upon
			satisfactory completion of the conditions precedent by the
			parties,	as set out in the	Transaction Documents and
			receipt	of approval from the shareholders. As part of the
			slump sale as a going	concern on an "as is where is" basis,
			the Company has included its Exim business, immovable
			property and some movable	assets as per agreed terms of
			Transaction Documents.
The	of completion	of
expected date	Subject	to satisfactory	completion of the conditions
sale/di sposal			precedent by the
		parties, as set out in the Transaction
			Documents, the Parties shall endeavour to close the
			transaction on or before	December 31, 2022 ("Long Stop
			Date").

d.)

e.)

Consideration sale/di sposal ;

Brief details	of
an	of the	bu

received from such

buyers and whether ers belong to the

The lump sum consideration to be received by the
Company against	sale of	Business	Undertaking to the
Purchaser as a going	concern, on an "as is where is" basis
will be INR 8,35,00,00,000 (Indian Rupees Eight Hundred
Thirty Five Crore).
In	addition to above,	Purchaser shall also pay additional
consideration for Trade Receivables and Inventories as per
a	eed terms of
		Transaction Documents.
The	buyer is Adani Logistics	Limited. The	registered
office of the bu er	is
situated at Ad	·	ouse,

Regd.Offic e:

205,

2nd

Floor,

J.K. Chambers, Sector-17, Vashi, Navi

Corporate Office : 13th Floor,	Goodwill Infinity, Plot No.E/3A, Sector-12, Near Utsav Chowk, Kh
•	Tel.: [phone]	e Fax.: [phone]	e	• GIN: L63000MH
				www.navkarcfs.com
Admin Office :			7, at
Survey No.89/93/95/9
• T. +91-2143-	662525 (100 lines) •	Somathane Village, Kon-Savla Road, Taluka-Panvel, Dist. Raigad, Maharashtra-410206, India
+91-2143-	F. [phone]•	[phone]	•	E. admin @navkarcfs.com
			262028-32•

Mis

NavlcarCorporationUd

Container

Freight

Stations

&

Rail

Terminals

f.)

g.)

promoter/	promoter group/group
companies.	If yes, details thereof;

Whether the transaction would fall
within	related party transactions? If
yes,	whether the same is done at
"arm ' s length";
Additionally, in case of a slump sale,
indicative disclosures	provided	for
amalgamation/merger,	shall	be
disclosed by the listed entity with
respect to such slump sale.

Shantigram, Near Vaishno Devi	Circle, S.	G.	Highway,
Khodiyar Ahmedabad Gujarat 382421 India.
The buyer does not belong to the promoter/ promoter
group.
No, the transaction is not a	related party transaction.

Since this	is a slump sale, the
	additional disclosures to be
provided are mentioned below.

Additional disclosures in respect of the Slump Sale:
Sr. No.	Particulars
a.)	Name of the entity(ies) forming part of the
	amalgamation/merger, details in brief such as,
	size, turnover etc.;

Disclosures

Navkar Corporation Limited

Turnover: 856.41 (In Crores)

Adani Logistics Limited Turnover: 838.13 (In Crores)

b.)

c.)

Whether the transaction would fall within
related party	transactions?	If yes, whether the
same is done at "arm's Jen	h";
Area of business of the entity(ies);

No
Navkar Corporation	Limited is one of largest
Container Freight Stations (CFSs) and Inland
Container Depots (!CDs), Rail Terminals,
Container Train Operator, Warehousing and
other Logistics	Solution providers.	The
Company has	3	(three) Container Freight
Stations, two at Ajivali and one at Somathane
in Panvel. The Company also has Inland
Container Depot situated at Tumb village in
South Gujarat	region. The Company is	in the
process of setting up
			Inland Container Depot
and Private Freight Terminals at Manaba,
District Morbi, Gujarat.

Adani Logistics	Limited (ALL),	a	wholly
owned subsidiary	of
Economic	Zone	Adani Ports & Special
Ltd. ALL	is	the	most
diversified end-to-end integrated logistics
service provider in India by creating Logistics
Infrastructure,	including	Multi modal
Lo istics Parks, and com let

Corporate

•

Office: 13th Floor, Goodwill Tel.: [phone] eFax.:

Infinity, Plot No.EJ3A,	Sector-12, Near Utsav Chowk, Khargh	_1.J
022 3800 6509	ewww	• GIN: L63000MH200
		.navkarcfs.com

Admin Office: Survey No.89/93/95/97, at • T+91-2143-662525 (100 Jines)• +91-

Somathane Village, 2143-262028-32•

Kon-Savla Road, Taluka-Panvel, Dist. Raigad, Maharashtra-410206, India
F [phone]•	+91-2143-	•	E. [e-mail]
	262011

Mis NavlcarCorporationUd

Container Freight

Stations

&

Rail

Terminals

d.)

	for Container, Liquid, Grain, Bulk and Auto
	with presence across all major markets.
	Adani Logistics Limited has been operational
	in India for nearly a	decade and half. ALL has
	developed	and	operates	Multi-Modal
	Logistics Parks (MMLP) at Patli, Kishangarh,
	Kilaraipur, Malur, Mundra, Nagpur and
	Taloja.
	ALL operates 77 freight trains (42 container
	trains, 25 Bulk trains, 7 agri trains and 3 auto
	trains), 800,000 sq	ft of	warehousing space,
	5,000 + containers, 0.9 MMT of grain silos &
	fleet of 285 own trucks.
Rationale	The Company will	utilize the	consideration
	amount to repay the existing debt exposure
	and it will become 100% Debt Free.

e.)

f.)

In case	of cash	consideration	-	amount or
otherwise share exchange ratio;
Brief details of change in
(if any)		shareholding pattern
of listed entity

Balance consideration amount shall be used
for expansion of	upcoming	project	Inland
Container Depot (ICD)situated at Manaba,
District Morbi, Gujarat, further new
expansion and create the value	for
stakeholders.
Assets monetization	ofICD situated at Tumb,
Vapi and all the future investments will be
align with business strategy and exploring
various available options	for	further
expansion.
NA
There is no change in the
of the Company.		shareholding pattern

Regd.Office:

205,

2nd

Floor,

J.K. Chambers, Sector-17, Vashi, Navi Mumbai-400 703

Corporate

•

Office: 13th Floor, Goodwill Tel. : [phone] eFax. :

Infinity, Plot No.E/3A	,
022 3800 6509		Sector-12, Near Utsav Chowk, Kharghar, Navi Mumbai-410210
ewww	• CIN: L63000MH2008PLC187146
		.navkarcfs.com

Admin Office : Survey No.89/93/95/97, at

• T.+91-2143-662525 (100 lines)• +91-

Somathane Village, 2143-262028-32•

Kon-Savla Road, Taluka-Panvel, Dist. Raigad, Maharashtra-410206, India
F [phone]• [phone]•	E. [e-mail]