Velox Shipping and Logistics Ltd

Meeting Details

• Board meeting scheduled for Monday, August 17, 2026, to consider preferential allotment of 7,658,508 shares.

Key Agenda Items

• Allotment of 7,658,508 equity shares on a preferential basis to non-promoter allottees.
• Approval of the allotment by shareholders and Stock Exchange.

Other Notes

• Intimation confirms board meeting date; time and venue not disclosed.

Parties and transaction

• Velox Shipping and Logistics Limited signs addendum with Divinus Express Logistics Private Limited.
• Acquisition targets approximately 33.56% equity stake for ₹5 crore cash.
• Target entity: Divinus Express Logistics Private Limited, a logistics services provider.

Structure and ownership implications

• Aggregate stake in Divinus expected to be ~80.56% with Anchorage Shipping.
• Remaining 19.44% stake to be acquired over 3 years via primary or secondary routes.
• All consideration for initial stake is cash.
• Additional investor: Anchorage Shipping (a Kerala-based partnership) will invest alongside Velox.
• Divinus' line of business is logistics: freight contracting and shipping agency.

Governance and regulatory

• Related party status: Not a related party transaction.
• Regulatory approvals: NIL required.
• Impact: potential control of Divinus upon completion of remaining stake acquisitions.

Parties involved

• Velox Shipping and Logistics Limited (formerly Velox Industries Limited) is the issuer.
• Seaman Logistics Solutions Private Limited is the target of the stake investment.
• M/s Anchorage Shipping is a co-investor in the proposed deal.

Purpose and scope

• Addendum to strategic investment agreement to acquire 40.89% stake in Seaman.
• Aims to expand operational capacity and strengthen market position.

Key terms and structure

• Acquisition of 13,101 Seaman shares for Rs 11 crore (40.89%).
• Cash consideration for the 40.89% stake.
• Aggregate purchase by Velox and Anchorage: 22,034 shares for ~68.78%.
• Anchorage to invest Rs 7.50 crore for 8,933 shares (~27.88%).
• Remaining 31.22% stake to be acquired over three years via primary/secondary options.
• Target business: freight contracting and shipping agency services.
• Turnover (2024-25): Rs 50.88 crore; Profit: Rs 1.20 crore.
• Equity capital of Seaman: Rs 1,00,000.

Related party status

• Not a related party transaction; no promoter interest in Seaman.

Impact and disclosures

• Strategic expansion of capacity and market position.
• Combined 68.78% stake with Anchorage may influence governance.
• Regulatory approvals: NIL.

Amendment / termination

• Addendum to agreement dated 25 June 2026; updates investment terms.

Dematerialisation status

• Dematerialisation requests received from depository participants were confirmed to the depositories.
• Securities in the certificates have been listed on the stock exchanges where earlier securities were listed.
• Physical certificates were mutilated and cancelled after verification, with the depository name substituted as registered owner.
• No exceptions, delays, or non-compliance reported.

Trading Window Closure

• Trading window closed for Designated Persons from 01-Jul-2026 until 48 hours after unaudited Q1 FY2026 results.

Meeting Details

• Board meeting scheduled for Thursday, June 18, 2026.
• Location not disclosed.

Key Agenda Items

• Consider allotment of 17,78,180 equity shares on a preferential basis to non-promoter allottees.

Other Notes

• The preferential allotment was previously approved by shareholders and the stock exchange.

Preferential allotment

• Board approved allotment of 2,83,33,333 convertible warrants.
• Issue price is Rs.12 per warrant; 25% subscription money received upfront.
• Warrants are convertible into one equity share of Rs.10 face value each.
• Allotment was made to 35 non-promoter investors on preferential basis.

Issue details

• Total upfront consideration received was Rs.8,49,99,999.
• Balance Rs.9 per warrant is payable on conversion into equity shares.
• Conversion or lapse of warrants will be intimated to the stock exchange.