Transindia Real Estate Limited has issued a postal ballot notice to shareholders seeking approval for material related party transactions and a director appointment. The company has scheduled the e-voting process from February 28, 2026 to March 29, 2026, with results expected by March 31, 2026.

Key Resolutions for Shareholder Approval

The postal ballot encompasses two ordinary resolutions requiring shareholder consent. The first resolution addresses material related party transactions with Allcargo Logistics Limited, while the second concerns the appointment of a new director to the board.

Material Related Party Transaction Details

The company seeks approval for continuing property lease agreements with Allcargo Logistics Limited, a promoter group entity. The transaction involves leasing warehouse premises to generate steady rental income for the company.

The Audit Committee and Board of Directors have reviewed and approved these transactions, confirming they are conducted on an arm's length basis and in the ordinary course of business. The proposed transaction value constitutes 8.50% of the company's annual consolidated turnover for the immediately preceding financial year.

Director Appointment Proposal

The second resolution seeks approval for appointing Ms. Nishika Hegde as Non-Executive, Non-Independent Director. The Board appointed her as Additional Director on January 30, 2026, subject to shareholder approval.

Ms. Hegde brings diverse experience across multiple business functions and has been involved in sales and marketing initiatives at Allcargo Group. Her expertise in customer behavior analysis, brand positioning, and business growth strategies is expected to benefit the company's operations.

E-Voting Process and Timeline

The company has engaged National Securities Depository Limited to provide remote e-voting facilities to shareholders. The voting process will be conducted entirely through electronic means, with no physical voting options available.

Mr. Vijay Yadav, Partner of M/s. AVS & Associates, has been appointed as Scrutinizer to conduct the e-voting process in a fair and transparent manner. Only shareholders whose names appear in the Register of Members as on the cut-off date will be eligible to vote.

Related Party Transaction Background

The material related party transaction requirement arose following a composite strategic arrangement where Allcargo Supply Chain Private Limited merged with Allcargo Gati Limited, which subsequently merged with Allcargo Logistics Limited. This merger, approved by the National Company Law Tribunal on October 10, 2025, resulted in the transfer of all rights and obligations to Allcargo Logistics Limited.

The aggregate value of transactions with the related party during the last financial year was ₹4,49,28,921, covering various business activities including rental income, business support charges, and asset purchases. The current financial year transactions up to the preceding quarter totaled ₹1,58,71,301.

Regulatory Compliance and Governance

The postal ballot notice complies with provisions of the Companies Act, 2013, SEBI Listing Regulations, and various circulars issued by regulatory authorities. The company has ensured all necessary approvals from the Audit Committee and Board of Directors before seeking shareholder consent.

Shareholders can access the complete postal ballot notice on the company's website at www.transindia.co.in and on the websites of BSE, NSE, and NSDL. The company has provided detailed instructions for e-voting through various platforms including NSDL IDeAS facility and CDSL Easi/Easiest facility for different categories of shareholders.

Transindia Real Estate Limited has announced the signing of a Memorandum of Understanding on February 23, 2026, with two Allcargo group entities for the potential development of freight terminal infrastructure. The strategic partnership involves the company's wholly owned subsidiary and aims to leverage land assets in Haryana for logistics operations.

MoU Structure and Parties

The three-party agreement involves Transindia Real Estate Limited as the parent company, Allcargo Inland Park Private Limited (AIPPL) as its wholly owned subsidiary, and Allcargo Terminals Limited (ATL) as a related party. The MoU establishes the broad understanding and framework for potential business arrangements related to land utilization.

Project Scope and Location

The MoU focuses on setting up a Private Freight Terminal, alternatively referred to as a "Rail Connected ICD," comprising an inland container depot and allied infrastructure. AIPPL will potentially lease part of its land situated in Gurugram, Haryana, to ATL for operating this freight terminal facility.

The strategic location in Gurugram offers significant advantages due to its proximity to major transportation networks and rail connectivity, making it suitable for logistics and freight operations.

Financial Overview of Entities

The participating entities demonstrate varying scales of operations based on their turnover as of March 31, 2025:

Strategic Rationale and Expected Benefits

AIPPL currently owns both freehold and leasehold land in Gurugram, Haryana, which presents an opportunity for strategic development. The company proposes to develop the Private Freight Terminal infrastructure, while ATL intends to operate the facility for its business purposes, leveraging the strategic location and rail connectivity.

The arrangement is expected to facilitate expansion and growth of AIPPL's business through effective monetization of its land assets. Key anticipated benefits include:

• Generation of stable and recurring income with periodic escalation
• Long-term appreciation in the value of underlying land and associated infrastructure
• Enhanced utilization of existing land assets
• Strategic partnership with established logistics operator

Regulatory Compliance and Next Steps

The company has informed both BSE Limited and National Stock Exchange of India Limited about this development pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The MoU represents the initial framework, with detailed terms and conditions to be disclosed upon execution of definitive agreements.

Future disclosures will be made in accordance with applicable laws and regulations, subject to necessary approvals including regulatory and corporate approvals as may be required. The intimation has been made available on the company's website at www.transindia.co.in as per regulatory requirements.