Aegis Logistics to acquire 89.8% stake in Dubai-based Tristar Holdings for $809 million

Mumbai: Aegis Logistics on Wednesday said it has signed a definitive agreement to acquire an 89.8% stake in Dubai-based Tristar Holdings for an equity consideration of $809 million, expanding the Indian oil and gas logistics company beyond domestic storage and distribution into international maritime transport, fuel distribution and aviation fuelling.

The transaction values Tristar at $1.5 billion on an enterprise-value basis and $882 million on an equity-value basis, equivalent to about six times its 2025 earnings before interest, taxes, depreciation and amortisation. The $809 million consideration includes contingent payments and interest on deferred consideration. Aegis will acquire the stake through its wholly owned step-down subsidiary, Aegis Logistics International Pte Ltd, from Agility Tristar Holdings, Gulf Investment Corporation and Diamond Holdings.

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The Aegis stock was up 7% as investors reacted positively to the transaction. The company's current market capitalisation is Rs 52,200 crore.

ET was the first to report, in its August 18 edition, that Aegis was in advanced talks to acquire Tristar at a $1.5 billion valuation and was exploring acquisition financing with European and Indian private-sector lenders. Sources had told ET that discussions included refinancing or rolling over about $600 million of Tristar's existing debt and raising a further $400 million-$500 million, with the balance expected to be funded through equity. The final financing structure has not been disclosed.

Established in 1998, Tristar operates in more than 30 countries, with over 1,000 trucks, 26 ocean-going and coastal vessels, 14 fuel farms and more than 60 remote fuel sites. Through its majority stake in Aquarius Energy, a joint venture with Glencore, it also has access to a fuel storage platform with a capacity of 3.5 million cubic metres. Tristar reported revenue of $1.4 billion in 2025, up from $1.2 billion in 2024, with EBITDA of about $257 million and net profit of $82 million.

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Tristar Group CEO Eugene Mayne said the partnership brings together complementary strengths, capabilities and a shared vision for the future, creating significant opportunities to expand its reach and strengthen its position in the energy logistics sector. “Together, we look forward to building a more competitive and globally connected business, while upholding our unwavering commitment to safety, operational excellence and delivering long-term value to our customers,” Mayne said.

BNP Paribas is the exclusive financial adviser to Aegis, with Norton Rose Fulbright and Veritas Legal acting as legal counsel.

For Aegis, the acquisition adds international transport and distribution capabilities to its domestic infrastructure. “The acquisition of Tristar will kick off Aegis' transformation from a domestically focused operator into an international energy logistics platform,” Raj Chandaria, chairman and managing director of Aegis Logistics, said in the exchange filing. He said the combination was expected to contribute immediately to profitability and provide long-term strategic benefits.

The shipping network could prove particularly valuable as India seeks secure access to imported energy. “The deal provides access to a market that is becoming increasingly significant amid geopolitical developments,” said Shailesh Garg, director at Drewry Maritime Advisors and head of its India operations. India's position as a major energy importer could create synergies, he said, while the combination of land and sea operations would take Aegis into segments it had not previously accessed.

Aegis has liquid storage capacity of about 2 million kilolitres, LPG storage capacity of 246,800 tonnes and ammonia capacity of 36,000 tonnes. Its board approved fund-raising of up to Rs 6,000 crore in September, while management has outlined a broader investment opportunity of about $5 billion through December 2030.

The acquisition also reflects the opportunity for Indian logistics companies to build international platforms, provided they can integrate assets and generate returns. “Overseas acquisitions must be backed by disciplined valuations and strong execution,” said Jagannathan Padmanaban, director, transport and logistics, CRISIL Intelligence.

The deal remains subject to competition and antitrust approvals and customary closing conditions. Aegis expects it to be completed in the fourth quarter of fiscal 2027, by March 2027.