Transindia Real Estate Ltd

Certificate submission

• Regulation 74(5) certificate from the Registrar and Share Transfer Agent enclosed.

Acquisition overview

• Target: Comptech Solutions Private Limited (CSPL), a related party of Transindia Real Estate Limited.
• Consideration: approx ₹24 crore for 48.28% equity and 100% voting rights.
• Related party transaction; CSPL is a related party to the acquirer.
• Subsidiary status: CSPL becomes a subsidiary with effect from July 9, 2026.
• Industry/sector: not disclosed.
• Purpose: to form CSPL as subsidiary, consolidating related-party assets.
• Regulatory approvals: not specified.
• Timeline: completion effective 9 July 2026.
• Form of consideration: not disclosed.
• Background: CSPL's products/services and incorporation date are not disclosed.

AGSPL private placement and status change

• Board passed July 1, 2026 resolution for equity private placement in AGSPL to promoter group entities.
• Allotment reduces Transindia's ownership in AGSPL from 100% to 25%.
• AGSPL ceases to be wholly owned; becomes an Associate Company under Companies Act 2013.
• Promoter-group buyers: Allcargo Global Limited, Allcargo Logistics Limited, Allcargo Terminals Limited.
• Annexure-A: AGSPL turnover Nil; net worth 1.62 Lakhs for year ended March 31, 2026.
• Related party transaction status: arm's length; Transindia not a party to the transaction.
• Regulatory disclosures under SEBI LODR; information to be available on company website.

Resolutions and outcomes

• Resolution 1 (Special): Appointment of Mahendra Kumar Chouhan as Non-Executive Independent Director; approved.
• Resolution 2 (Ordinary): Approval for material related party transactions with Contech Logistics Solutions Private Limited; approved.
• Votes: Res 1 99.95% in favour; Res 2 98.54% in favour.

Governance and voting details

• Cut-off date for eligibility: 22 May 2026.
• Promoter Group abstained on Resolution 2.
• Director term not disclosed; independence status: Non-Executive Independent Director.
• Counterparty: Contech Logistics Solutions Private Limited; related party transaction.

Shareholder impact

• No share capital changes, fundraising, or mergers disclosed.
• Scrutinizer's report dated 29 June 2026; results posted on company/NSDL sites.

Resignation of Independent Director

• Mr. Vinit Prabhugaonkar resigned as Non-Executive Independent Director.
• Resignation effective from close of business hours on March 30, 2026.
• Reason for resignation: pre-occupation and other commitments.
• No other material reasons for resignation disclosed.
• He ceased to be member of all company committees.
• Mr. Prabhugaonkar holds no directorships in other listed entities.
• No regulatory or shareholder approval mentioned as required.
• No immediate changes to board or committee composition disclosed.

Appointment of Independent Director

• Mr. Mahendra Kumar Chouhan appointed as Additional Independent Director effective April 1, 2026
• Term of appointment is five consecutive years until March 31, 2031, subject to shareholder approval
• Appointment recommended by Nomination and Remuneration Committee
• Mr. Chouhan is a corporate governance expert with leadership in business ethics and sustainability
• He has served as Founding Chairman of Fino Payments Bank and holds multiple directorships
• Academic roles include Distinguished Professor at IIM Mumbai and faculty at JBIMS and IIT Bombay
• He has international consulting experience with IFC - World Bank Group
• Mr. Chouhan holds a science degree, MBA in finance, and certifications in corporate governance
• He is not related to any existing director of the company
• He is not debarred from holding director office by SEBI or other authorities