Shipping Corporation of India Land & Assets Ltd Directors Report

To the Members,

Your Directors take great pleasure in presenting the 05th Annual Report on the working of your Company for the Financial Year ended 31st March, 2026. This report outlines your Companys performance, achievements, and future plans in the dynamic real estate market; with an emphasis on training and re-training of personnel.

1. STATE OF COMPANYS AFFAIRS

Shipping Corporation of India Land and Assets Limited (hereinafter referred to as “SCILAL”), a Government Company, within the meaning of section 2(45) of the Companies Act, 2013, having its registered office at Shipping House, 245, Madame Cama Road, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021, was incorporated on November 10, 2021, with the object of holding and disposing the Non-core Assets of Shipping Corporation of India (SCI) distinct from the disinvestment transaction of SCI. The demerger order transferring SCIs non-core assets into SCILAL was issued by MCA on 22nd February, 2023. Your Company has been listed on BSE Limited and National Stock Exchange of India Limited with effect from 19th March 2024, enabling trading of shares, creating wealth & investment opportunities for our esteemed shareholders. The Company is categorized as Schedule ‘C Central Public Sector Enterprise.

2. SALIENT STATISTICS

Particulars	Area in sq. ft.
159 Flats in Mumbai	1,40,748.08
15 Flats in Kolkata	21,022.00
Shipping House, Mumbai (Building)	1,41,783.00
Shipping House, Kolkata (Land)	11,885.00
Shipping House, Kolkata (Building)	86,510.00
Particulars	Area in sq. mtr.
MTI Powai, (Land)	1,78,871.10
MTI Powai, Mumbai (All Buildings excluding Flats)	16,243.46

3. FINANCIAL PERFORMANCE

The comparative position of the working results for the year under report vis - a vis earlier year is as under:

(Amount in INR Lakhs)

Particulars	Current Financial year	Previous Financial year
	(2025-2026)	(2024-2025)
Revenue from Operations	2,330	1,830
Other Income	8,347	8,505
Profit/(loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	4,175	6,746
Less: Depreciation/ Amortization/ Impairment	240	231
Profit /(loss) before Finance Costs, Exceptional items and Tax Expense	3,935	6,515
Less: Finance Costs	1	1
Profit /(loss) before Exceptional items and Tax Expense	3,934	6,514
Add/(less): Exceptional items	-	-
Profit /(loss) before Tax Expense	3,934	6,514
Less: Tax Expense (Current & Deferred)	1,052	25,452
Profit /(loss) for the year (1)	2,882	(18,938)
Other Comprehensive Income/loss (2)	-	-
Total (1+2)	2,882	(18,938)

The above figures have been extracted from the standalone financial statements as per Indian Accounting Standards (Ind AS).

4. ACCOUNTING TREATMENT

In preparation of financial statements, the Company has followed the Indian Accounting Standards (Ind AS) laid down by the Ministry of Corporate Affairs and the relevant provisions of the Companies Act, 2013.

5. APPROPRIATIONS

The working results for your company for the financial year 2025-26 shows a net profit of 2,882 lakhs which has been transferred to Retained Earnings.

6. DIVIDEND

The Board of Directors at its meeting held on 05.05.2026 had recommended a Dividend of 0.55/- per equity share of 10/- each for the financial year ended 31st March, 2026 subject to approval of the shareholders at the ensuing Annual General Meeting.

7. SHARE CAPITAL

Equity Share Capital of our Company as on 31.03.2026 is as follows:

Particulars	Amount ()
Authorized share capital
46,57,99,010 equity shares of INR 10 each	4,65,79,90,100
Issued, Subscribed and paid-up share capital*
46,57,99,010 equity shares of INR 10 each	4,65,79,90,100*

*The Board of Directors of the Company at its meeting dated 06.04.2023 allotted 46,57,99,010 equity shares of 10/- each to the Shareholders of SCI as on Record Date (i.e. 31.03.2023) pursuant to the Scheme of Demerger.

Further, the Company has not issued any Equity Shares with differential voting rights till date. Hence, no information as required under Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has only one class of Equity Shares having face value of 10/- each.

8. DETAILS OF BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF BOARD

During the financial year, four (4) meetings of the Board of Directors of the Company were held on 06th May, 2025, 06th August, 2025, 04th November, 2025 and 04th February, 2026. The gap between two consecutive Board Meetings did not exceed 120 days. Requirements on number and frequency of meetings were complied with in full terms of Section 173 of the Companies Act, 2013. Details about Board of Directors including change in the Board of Directors and number of meetings of the Board are disclosed in detail in the Report on Corporate Governance.

9. KEY MANAGERIAL PERSONNEL a) Capt. Binesh Kumar Tyagi has been appointed as Chairman and Managing Director of the Company w.e.f. 03.09.2022. b) Ms. Laxmi Kamath has been appointed as Chief Financial Officer by the Board of Directors at their meeting held on 08.05.2023. c) Shri Mohammad Firoz has been appointed as Company Secretary and Compliance Officer by the Board of Directors at their meeting held on 08.05.2023.

10. BRIEF ANALYSIS OF FINANCIAL PERFORMANCE

SCILAL has reported profit before tax of 3,934 lakhs in FY 2025-26 as against a profit of 6,514 lakhs in FY 2024-25. The MTI segment has reported a loss of 880 lakhs in FY 2025-26 as compared to loss of 690 lakhs in FY 2024-25, while the average interest of around 7.70 % was earned in FY 2025-26 as compared to 8.00% was earned in FY 2024-25 on the funds received as a part of demerger scheme. The net profit for the company for the FY 2025-26 is 2,882 lakhs as compared to net loss of 18,938 lakhs for FY 2024-25. The loss reported in the FY 2024-25 pertains due to the recognition of Deferred Tax Liability under Ind AS-12 of 238.34 crores on MTI Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

11. SUBSIDIARIE(S), JOINT VENTURE(S) & ASSOCIATE(S)

The Company does not have any subsidiary or associate or going concern joint venture. However, the Company holds investments in the following joint venture companies, which are not considered going concerns:

(i) Irano Hind Shipping Company

Pursuant to demerger scheme, the Company holds 49% in Irano Hind Shipping Company, P.J.S (IHSC) a joint venture company. As per directives received from the Govt. of India, it has been agreed to dissolve the Company. The investment in IHSC is classified as Assets Held for Sale. However, as of date, legal transfer of the investment and associated liability from SCI to SCILAL is under process and the Company is taking necessary and appropriate actions in this regard.

(ii) SAIL SCI Shipping Pvt. Ltd. (SSSPL)

Pursuant to demerger scheme, the shares of the joint venture of SAIL SCI Shipping Company Pvt. Ltd. (SSSPL) were transferred to the company from SCI. SCI and SAIL had co-promoted a JVC “SAIL SCI Shipping Pvt. Ltd.” (SSSPL), which was primarily to cater to SAILs shipping requirements. The JVC was incorporated on 19.05.2010. However, due to continued depressed freight levels, the JVC could not justify tonnage acquisition and both the Boards of SCI & SAIL decided to voluntarily wind up the company. The process of winding JVC has been completed and the said Company is now dissolved. The investment in SSSPL has been written off during the year.

12. ISO CERTIFICATION

Maritime Training Institute, Powai is the 1st Maritime Training Institute to have certification of ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health & Safety Management System) for Design, Development, Delivery & Assessment of Marine Education and Training.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes & commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2025-26 and date of this report.

14. CREDIT RATING DETAILS

SCILAL has not availed any credit facility since incorporation therefore no credit rating was obtained in FY 2025-26 and FY 2024-25.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments are given in the notes to financial statements. The company has not availed any loans during the year 2025-26.

16. DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITY

The Company had declared a dividend of 2562 lakhs (approx) for FY 2024-25. Out of this an amount of 1633 lakhs (approx) was paid to Govt of India on 03.10.2025.

17. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with section 134 (3) (a) of the Companies Act, 2013 and relevant rules the Annual Return in Form MGT-7 is available on the Companys website and can be accessed at https://www.scilal.com/annual-return.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is here by confirmed: a) That in the preparation of the annual accounts for the financial year ended 31.03.2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2026 and of the profit and loss of the Company for the year ended on that date; c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That the Directors had prepared the accounts for the financial year ended 31.03.2026 on a “going concern” basis; e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. MANAGERIAL REMUNERATION

Your Company, being a Govt. Company, is exempted to furnish information under Section 197 of Companies Act, 2013 vide Ministry of Corporate Affairs (MCA) Notification dated 05.06.2015.

20. EMPLOYEES STOCK OPTION SCHEME

The Company does not have any Employee Stock Option Scheme.

21. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Being a Government Company within the meaning of Section 2(45) of the Companies Act, 2013, and in terms of the Articles of Association of the Company, the prior approval of the President of India is required for appointment to the posts of Board-level Directors. Accordingly, the authority for appointment of Directors to the Board of the Company rests with the Government of India, and the terms and conditions governing the appointment of Directors are determined by the Government of India.

The Functional Directors of SCI are presently serving as Directors on the Board of SCILAL on a co-terminus basis. They have been appointed on a co-terminus basis to the Board of SCILAL by the Administrative Ministry of the Company i.e Ministry of Ports, Shipping and Waterways (MoPSW), Government of India. Accordingly, no separate remuneration is paid by the Company to the Functional Directors for their services as Directors and they continue to draw their remuneration from SCI.

The Government Nominee Directors on the Board do not draw any remuneration from the Company for their role as Directors. They receive their remuneration from the Government in accordance with the applicable Central Dearness Allowance (CDA) scales, in their capacity as Government officials.

The Independent Directors are paid sitting fees of 15,000per Board Meeting and 10,000per other Committee Meeting.

22. RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improve the governance practices across the activities of a company. SCILAL has developed a risk management policy which was approved by its board of directors on 08.05.2023 and subsequently amended on 06.08.2025 and is available on the website of the Company i.e. https://www.scilal.com/policies. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. SCILAL is committed to develop an integrated Risk Management Framework:

To achieve its strategic objectives while ensuring appropriate management of risks

To ensure protection of stakeholders value

To strive towards strengthening the Risk Management System through continuous learning & improvement

In the Policy, every employee of the Company is recognized as having role in risk management for identification of risk to treatment and shall be invited & encouraged to participate in the process. The Audit Committee & the Board will review the policy & procedures periodically.

Your Company has formulated the Risk Management policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are being carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Conservation of Energy:

SCILAL endeavours to maximise energy conservation by the adoption of sustainable practices aimed at diminishing energy consumption in both buildings and construction procedures. This objective is being achieved through the incorporation of energy- efficient technologies, including LED lighting, solar panels and energy-efficient HVAC systems, thereby effectively lowering energy usage and minimizing operational expenses. Additionally, promoting green building practices, such as using eco-friendly construction materials and designing energy-efficient buildings, can contribute to conserving energy resources and reducing the carbon footprint of the Company. i. Steps taken or impact on conservation of energy: LED lights have already been installed in Shipping House and they have resulted in considerable reduction in power consumption. It is under process to install the same in MTI Powai, on incremental basis, in the near future, which will further contribute to our energy saving efforts. As part of this initiative, all defective lights are being replaced with new LEDs. ii. The steps taken by the company for utilising alternate sources of energy: a) Solar Power Plant of 0.515 MW capacity has already been installed at MTI Powai. b) Replacement of old portable AC units with 5 star inverter type portable AC units in phased manner.

iii. Capital Investment On Energy Conservation Equipment: 5,00,000/- ( Five Lakh only) for procuring 13 Nos. of 5 star inverter type Window AC Units for replacing old portable AC Units.

Technology Absorption, Adoption and Innovation:

Technology absorption-

i. the efforts made towards technology absorption:

Following efforts were made by MTI -

(a) Replacement of old tube lights with new LED Tube lights.

(b) LED Street light have been installed inside the campus.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

The abovementioned changes resulted in considerable reduction in power consumption

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported: NIL

(b) the year of import: NIL

(c) whether the technology been fully absorbed: NIL

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL; and

iv. the expenditure incurred on Research and Development : NIL

Environmental Protection and Conservation:

Given the potential environmental impact of the real estate development sector, including deforestation, habitat disruption, and increased pollution, SCILAL is committed to adopting environmentally sustainable practices. The company emphasizes the use of eco-friendly building materials and strict compliance with applicable environmental regulations to minimize its environmental footprint. As part of “Ek Ped Maa ke Naam” initiative, approximately 50 saplings are being planted every month at the MTI Campus to enhance green cover and promote biodiversity. Further, MTI utilizes natural waste generated within the campus, such as fallen leaves and other organic matter, to produce compost/manure, while lake and well water available within the campus is used for gardening and landscaping activities, thereby promoting the efficient and sustainable use of natural resources.

Renewable Energy Developments:

SCILAL continues to strengthen its commitment to sustainable operations through the adoption of renewable energy solutions. The Company derives a portion of its electricity requirements from solar power generated through its captive solar power installations, having an aggregate capacity of approximately 0.515 MW across the Maritime Training Institute (MTI), office premises, and other buildings. This initiative contributes to reducing dependence on conventional energy sources, lowering carbon emissions, enhancing energy efficiency, and supporting the Companys broader environmental sustainability objectives.

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and out go in FY 2025-26 and FY 2024-25.

25. PUBLIC DEPOSIT

The company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet in the FY 2025-26 and FY 2024-25.

26. UPDATES ON DEMERGER

The Company has been incorporated with the object of holding and disposing the Non-core Assets of The Shipping Corporation of India Limited (SCI). Further, the Ministry of Corporate Affairs vide its order dated 22nd February, 2023, had approved the Scheme of Arrangement for Demerger of Non-Core Assets of Shipping Corporation of India Limited (Demerged Company / SCI) into Shipping Corporation of India Land and Assets Limited (Resulting Company / SCILAL) (“Scheme of Demerger”). The Effective date for the Scheme of Arrangement for Demerger was 14.03.2023. Thereafter, SCI at its Board Meeting dated 20.03.2023 approved record date 31.03.2023 for Allotment of shares of SCILAL in the ratio of 1:1 to eligible shareholders of SCI. Accordingly, The Board of Directors of SCILAL at its meeting dated 06.04.2023 allotted 46,57,99,010 Equity Shares having face value 10/- to the Shareholders of SCI in consideration of Demerger of Non-Core Assets pursuant to clause 9 of the Scheme of Demerger.

27. UPDATES ON TRANSFER OF NON-CORE ASSETS FROM SHIPPING CORPORATION OF INDIA LIMITED

In accordance with the MCA Order dated 22.02.2023, during the Financial Year 2023-2024, titles of all Fixed Deposits eligible to be transferred to Shipping Corporation of India Land and Assets Limited (SCILAL), as per the Demerger Scheme, have been transferred in to their name.

Consequent to the approved Demerger Scheme, all non-core assets (i.e., real estate properties) of The Shipping Corporation of India Ltd. (SCI), as listed in the scheme, have been transferred de facto to Shipping Corporation of India Land and Assets Limited (SCILAL). To effectuate the de jure transfer, the execution and registration of conveyance deeds with the respective Land & Revenue Departments of State Governments is required. The Company is actively pursuing the necessary legal and administrative steps in this regard.

Subsequent to the issuance of a Stamp Duty Exemption Order by the Government of West Bengal, registration of all freehold properties located in Kolkata has been completed on 22.03.2024. Transfer Deeds for 15 flats and Shipping House, Kolkata have been registered and the original registered documents have been received at the SCI Kolkata office. Mutation (name change) entries with the Kolkata Municipal Corporation are pending and will be completed in due course.

To facilitate transfer of properties in Maharashtra from SCI to SCILAL, the Government of Maharashtra has issued the Stamp Duty Exemption Order. Adjudication process for residential freehold properties aimed at enabling the execution of Transfer Deeds at the respective Sub-Registrar offices is currently in process. The Certified copies of the Demerger Order and Scheme of Demerger have been submitted to the Office of the Collector of Stamps through the prescribed online application process. Additionally, follow-ups are being actively pursued with the concerned authorities for issuance of No Objection Certificates (NOCs) for Lease hold and Grant properties from Maharashtra State Govt., by SCI, to facilitate the transfer of Shipping House (Lease hold property) and Maritime Training Institute (Land given on Grant) to the Resultant Company i.e., SCILAL.

Additionally, the Company is taking necessary and appropriate actions for the legal transfer of Irano Hind Shipping Company, P.J.S (IHSC) from SCI to SCILAL.

28. SERVICE LEVEL AGREEMENT FOR OPERATIONS OF THE COMPANY

The operations of SCILAL during the Financial Year 2025-26 were managed by the Shipping Corporation of India Limited vide a service level agreement entered between the Company and SCI.

29. MANAGEMENT DISCUSSION AND ANALYSIS

The following information w.r.t. Management Discussion and Analysis is as per Schedule V of SEBI (LODR) Regulations, 2015.

A. Industry structure and developments. Real Estate

The real estate sector is a vital pillar of the global economy, encompassing a wide range of activities related to the development, transaction, management, and financing of properties. Core stakeholders, including development companies, real estate agencies, property management firms, REITs, construction companies, and mortgage lenders, each play a distinct and essential role in driving the sectors growth and stability. Recent advancements underscore the industrys adaptation to emerging trends such as technology integration, sustainability initiatives, co-living spaces, affordable housing, urban renewal, and ESG-focused investing. These developments highlight the sectors continuous evolution in response to shifting consumer demands, technological progress, and environmental imperatives.

Maritime Training

1. Maritime Training Institute (MTI): The maritime industry plays a critical role in global trade and transportation, with a vast network of ships and seafarers operating across the worlds oceans. Maritime training is an essential aspect of ensuring the safety, efficiency and competency of the workforce in this industry. Over the years, the maritime training sector has undergone significant developments to keep up with technological advancements, changing regulations and evolving demands.

2. Technological Advancements: The maritime industry has seen a swift integration of technology into various operations, including training. Simulation technology has become more widespread, allowing trainees to practice navigation, maneuvering, and emergency scenarios in realistic virtual environments. E-learning platforms and computer-based training have also gained popularity, providing remote learning opportunities for seafarers.

3. Competency-Based Training: Traditional maritime training often followed a prescriptive approach, where the emphasis was on fulfilling minimum regulatory requirements. However, the industry has shifted towards competency-based training and assessment. This approach focuses on evaluating seafarers practical skills and abilities, ensuring they can perform their duties effectively in real-world situations.

4. Focus on Safety and Environmental Protection: With a growing emphasis on safety and environmental protection in the maritime industry, training programs have incorporated modules on pollution prevention, environmental regulations and emergency response procedures. The goal is to create a safety-conscious and environmentally responsible workforce.

5. Human Element and Soft Skills Training: Beyond technical proficiency, maritime training has recognized the importance of developing soft skills among seafarers. Effective communication, teamwork, leadership and cultural awareness are now included in training curricula to improve crew cohesion and performance.

6. Digitalization and Data Management: The increasing adoption of digital systems onboard ships requires seafarers to possess data management and cyber security skills. Training programs now incorporate modules on cyber awareness and data handling to mitigate potential risks.

7. Upgrading Training Facilities: Maritime training institutions and centers have invested in upgrading their infrastructure and equipment to meet the demands of modern training methodologies. State-of-the-art simulators, well-equipped workshops and comfortable accommodation facilities have become increasingly prevalent. Existing GMDSS GOC Course software has been upgraded. Existing Computer Laboratory has been upgraded with placement of new Laptops.

The maritime training industry has undergone significant developments to adapt to the changing landscape of the maritime sector. Technological advancements, competency-based approaches, safety and environmental awareness, soft skills training, digitalization and remote learning have reshaped the way seafarers are trained. As the industry continues to evolve, maritime training will remain a dynamic and essential component in ensuring a skilled and competent workforce that meets the challenges of the maritime world.

B. Strengths, Weakness, Opportunities and Threats SWOT of Real Estate

Strengths: SCILAL owns a portfolio of high-value residential and commercial properties in prime locations of Mumbai and Kolkata. Government ownership provides credibility and facilitates leasing to Government departments, PSUs, and institutional tenants. Existing lease arrangements generate stable rental income, while the strategic location of its assets offers significant long-term appreciation potential.

Weaknesses: A considerable portion of the real estate portfolio remains underutilized. The company has limited in-house expertise in professional real estate management and development. Aging properties require modernization, and high maintenance costs, coupled with regulatory approvals, may delay asset monetization and redevelopment.

Opportunities: Indias growing real estate sector offers significant opportunities for leasing, redevelopment, and strategic asset monetization. SCILAL can maximize returns by leasing or selling clusters of residential flats to Government agencies, PSUs, or private entities, and by including eligible flats in Government General Pool accommodation. Public-private partnerships, digital asset management, and sustainable redevelopment can further enhance asset value and operational efficiency.

Certain properties owned by the Company in Mumbai, are situated in commercially attractive locations and offer significant potential for redevelopment. Subject to obtaining the requisite statutory approvals and establishing commercial viability, these properties may be considered for development into modern commercial complexes, which could provide the Company with a significant and sustainable revenue stream over the long term.

Threats: Market fluctuations, changing regulatory policies, and increasing competition from private developers may impact occupancy and rental yields. Rising maintenance and redevelopment costs, legal disputes, and delays in statutory approvals could affect project execution. However, with effective asset management and strategic planning, SCILAL can mitigate these risks and establish a sustainable, revenue-generating real estate business.

Overall, SCILAL has a strong asset base and significant growth potential. Strategic asset optimization, redevelopment, professional management, and diversified monetization initiatives can transform its real estate portfolio into a sustainable and profitable business while effectively mitigating market and regulatory risks.

SWOT of MTI

Maritime Training Institute (MTI) campus, established in 1988 by Shipping Corporation of India Ltd. (SCI), is spreading over 44.1 acres of land in prime area at shores of Powai Lake, Mumbai. After demerger, it is now owned by Shipping Corporation of India Land and Assets Ltd. (SCILAL), CPSE under Ministry of Ports, Shipping and Waterways (Government of India).

Strengths -

Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the various facets of the training in Marine sector, such as Shipping Management, Engineering and Navigation. MTI has advanced facilities for maritime education and training including workshop, simulators, laboratories, such as GMDSS, ECDIS, ROC-ARPA, Bridge Simulator and well-resourced Library, etc.

1. Facilities

MTI Campus has Academic Block called “Sagar Gyan”, a two storey academic building which is having spacious classrooms for conducting various Pre-sea, Post-sea and Value-added courses, such as DNS, NCV, GME and ETO Pre-sea Course, Second Mate Functional Course, ROC-ARPA-VICT etc.

It also has well equipped Workshop, Electrical Lab, separate sections for GMDSS, ECDIS and a Seminar Room of 60 pax capacity. An auditorium of 198 pax capacity is also an integral part of the institute. All Classrooms are air-conditioned, stocked with modern training equipments and under CCTV Surveillance.

MTI has a large Library with a collection of more than 7500 books in it and digitization of the contents of the library is also in progress.

MTI has hostel facility to accommodate up to 300 participants and a large playground, gymnasium for residential students and all are inside the campus. A well maintained International Guest House is also inside the campus. MTI is also, continuously enhancing its training and residential facilities by providing Wi-Fi and CCTV enabled campus to its participants and faculties.

2. Courses & Training

MTI has a rich history of providing highly skilled professionals and leaders to the global maritime industry. MTI offers pre-sea courses such as Diploma in Nautical Science (DNS) (affiliated to Indian Maritime University), Graduate Marine Engineering (GME), and Electro-Technical Officer (ETO) and GP Rating leading to NCV Deck officer

MTI commits to keep innovating for new courses from time to time to meet the training needs of the industry and nation. Responding to industry needs, MTI has introduced many new courses, such as: Proficiency in Survival Craft and Rescue Boats (PSCRB) Course, Revalidation courses for Deck Officers (i.e. Master, Mates and 2nd Mates) and has commenced GP Rating leading to NWKO NCV Course. It is also in the process of commencing NCV Foundation and Preparatory Course. Advanced firefighting training mock-up at MTI, is one of the oldest and the best in India now.

MTI is one of the best training institutes to conduct GMDSS GOC examination in West Zone of India approved by WPC and DG Shipping. Existing GMDSS GOC Course software is already upgraded as per latest configuration.

Since inception, MTI has developed many courses that have contributed to the Indian maritime industry. Innovative value added courses on safety and commercial aspects are being conducted as required by SCI and any other reputed companies. MTI is also among the pioneer institutes to commence Vertical Integration Course for Trainers (VICT) earlier known as TOTA and Assessment, Examinations & Certification of Seafarers (AECS) course, in India.

Furthermore, MTI is a champion for diversity, actively encouraging women to pursue careers at sea. To support female participation, MTI offers incentives like fee concessions and age relaxation to lady officers for pre-sea courses. MTI has proudly trained total 91 Nos. of Lady Officers (i.e. 76 Nos. of DNS, 04 Nos. of NCV, 05 Nos. of GME and 06 Nos. of ETO). Our Lady Officers have been well recognized and appreciated in the Maritime Industry.

It is a matter of pride that all pre-sea courses of MTI, DNS, GME & ETO are rated as A1 (Outstanding) Grade as per the CIP (Comprehensive Inspection Program) of the Directorate General of Shipping (DGS) Govt. of India. MTI also rated A1 (outstanding) Grade during Post-sea and STCW Modular CIP Audit carried out on 05.03.2025.

3. Faculty -

MTI has large faculty resource, experienced Master Mariners, Chief Engineers and other professionals are working on regular as well as visiting basis. Many MTI faculties are having extra masters / post graduate degree from the World Maritime University at Sweden.

MTI faculties and instructors are encouraged to upgrade their knowledge by attending relevant courses and seminars at regular intervals. Some faculties are also approved external examiner of DGS for COCs in Nautical and Engineering Department. The faculties and instructors are encouraged to attend various technical and value added seminars.

4. Activities & Initiatives - MTI provides its participants with exceptional exposure to the maritime industry through the following range of unique activities and initiatives :

Online assignments and assessments are made part of curriculum for trainees at MTI.

Adoption of new teaching methodologies by Faculties at MTI i.e. interactive classes through quizzes, PPTs, role plays etc., workshops and tutorials focusing beyond prescribed syllabus to prepare officers for tomorrow.

Special Guest lecturers for TNOC, GME and ETO cadets on regular basis by Renowned Industry Experts (IMS and Insurance Experts) for enhancing practical aspects of Maritime Education, Mental Health and Work Environment.

Focus on Research Projects done by cadets to enhance their industry knowledge, creativity and innovativeness.

Technical Fest to improve research, presentation, communication and officer like qualities in the MTI cadets. Cadets prepare and present technical papers on the modern trends of the Industry. Distance learning programme of Cadets are being done during their onboard training.

Ship visits and dock visits are being arranged for cadets to interlink the theoretical knowledge with practical aspects.

Beyond the curriculum, Cadets are also given exposure to the schemes and initiatives of Government of India, such as Vigilance awareness and cleaning drives under Swachhta Pakhwada.

Value added topics related with management / long term studies by management experts such as communication skills for pre-sea training courses.

1st Green Campus in Indian Maritime Education Industry with 515.5 kWp Grid connected Roof Top Solar Power Plant.

Weaknesses

Non-availability of In-House Workshop Facilities: Certain critical workshop modules for Graduate Marine Engineering (GME) and Electro-Technical Officer (ETO) courses are presently conducted through DG Shipping-approved external organizations due to the non-availability of comprehensive in-house workshop facilities. This results in operational dependency on external service providers and may affect training flexibility.

IT Infrastructure: The current IT infrastructure at MTI has less capacity to adequately support training, administration, digital learning initiatives and overall operational effectiveness. MTI requires upgradation and modernization of its IT infrastructure.

Specialized & expert faculty members: To improve the overall standard of specialized training programs and to support the long-term expansion and credibility of the institute, MTI requires to hire experienced, specialized faculty members for advanced courses and subject matter experts for specialized courses.

Ageing Campus Infrastructure: Certain campus facilities, including the academic building, residential hostels, internal roads, water supply network, boundary wall, and other utility infrastructure, require phased refurbishment and modernization to meet evolving training requirements, improve residential capacity, and enhance the overall learning environment.

Need for Dedicated Swimming Pool and Advanced Training Infrastructure: The institute currently does not have a dedicated swimming pool conforming to Directorate General of Shipping (DG Shipping) requirements. Establishing this facility, along with additional advanced simulation systems and specialised training infrastructure, would strengthen MTIs training capabilities, enhance compliance with evolving regulatory requirements, and support the introduction of new maritime training programmes.

Opportunities

Prime Location and Infrastructure Upgradation: MTI is located on approximately 44.1 acres of land at a prime location in Mumbai. Upgradation of the existing infrastructure and creation of world-class training facilities can strengthen maritime skill development, enhance training capacity and improve competitiveness. SCILAL is undertaking phased upgradation of MTI through repair and upgradation of existing infrastructure, development of new facilities wherever required, adoption of advanced training technologies and collaboration through MoUs with industry partners, academic institutions, Government organisations and other stakeholders.

Strategic Marketing: To enhance its market presence and maintain a competitive edge, MTI will explore the implementation of targeted marketing strategies proven effective by industry-leading training institutions. Simultaneously, the institute will priorities continuous infrastructure upgrades utilizing the latest technologies.

Industry Growth and Market Opportunities: The global increase in vessels presents a significant growth opportunity for MTIs maritime programs. MTIs strong faculty and infrastructure position it perfectly to address this growing demand.

Holistic Cadet Development and Innovation: MTI sets itself apart by continuously innovating its services, delivery methods, and training processes. This commitment extends beyond academics, focusing on the holistic development of each student and cadet.

Threats

Increasing Competition from Maritime Training Institutes: The maritime training sector is becoming increasingly competitive, with several established private and government training institutes continuously upgrading their infrastructure, introducing new courses, adopting advanced simulation technologies, and strengthening industry partnerships. This may impact MTIs ability to attract trainees and retain its market share.

Evolving Regulatory Requirements: Frequent changes in international maritime conventions, STCW requirements, Directorate General of Shipping (DGS) regulations, and technological advancements require continuous investment in curriculum, simulators, infrastructure, and faculty development. Delays in adapting to these changes may affect the institutes competitiveness and regulatory compliance.

Volatility in Global Shipping Industry: The demand for maritime training is closely linked to the performance of the global shipping industry. Economic downturns, geopolitical developments, trade disruptions, or fluctuations in seafarer demand may adversely impact enrolment in pre-sea and post-sea courses.

To augment its training infrastructure and capabilities, MTI has MoU with the following entities:

A Memorandum of Understanding (“MOU”) was signed on 6th April 2026 between SCILAL and Synergy Marine Group, Singapore to collaborate in the areas of maritime training, research and knowledge exchange. As part of the initial phase, SCILAL, through its Maritime Training Institute (MTI), Powai, will partner with Synergy Marine for an upcoming Diploma in Nautical Studies programme. The initiative will focus on training cadets to meet the operational, safety and regulatory requirements of modern shipping

Vadhvan Port Project Ltd. (VPPL), a joint venture of Jawaharlal Nehru Port Authority (74%) and Maharashtra Maritime Board (26%), for conducting ‘GP Rating Pre-Sea Training Course for candidates sponsored by VPPL, with the objective of skill development of the sponsored candidates.

The International Maritime Training Centre (IMTC) for practical training of IGF Basic Course and various DG approved Fire Fighting Courses

The Institute of Marine Engineers of India (IMEI) for practical training of Basic IGF Course, Basic Training for Oil & Chemical Tanker Cargo Operation and Basic Training for Liquefied Gas Tanker Cargo Operations.

The Loyalty Marine Education Trust (LMET) for practical training of Basic Training for Oil & Chemical Tanker Cargo Operation and Basic Training for Liquefied Gas Tanker Cargo Operations.

Major Academic Achievements

MTI imparted skill development training to 45 nos. 2nd year ITI students and 02 instructors from 15th Sept to 18th Sept 2025 on a) Fire Fighting and b) Medical First-aid with CPR, in MTI, Powai. After successful completion of above courses, Certificates were issued to these participants.

Skill Development Programme on Basic Safety Training Courses (Fire Fighting, First Aid, Personal Safety and Social Responsibility, Proficiency in Survival Training, Security Training) to 89 GSI Senior Scientists including 30 female scientists from Feb to July 2025.

MTI facilitated Skill Development Programme conducted by Tech. & Off-Shore Services Division of SCI on 31.05.2025 for SCI Superintendents and other officers.

MTI facilitated Induction Programme for Independent and Functional Directors on operations of various divisions of your company on 24.09.2025

MTI engaged 11 youths in GP Rating Pre-Sea Residential Training Course (6 months duration) w.e.f. 01.01.2026 for Skill based livelihood training to local youth living in the villages around Vadhvan Port for open employment opportunities in the Shipping Sector.

In year 2025-26, Maritime Training Institute, Powai has conducted 211 courses including pre-sea courses for imparting training to 3,674 nos. seafarers on various STCW/Modular and Industry need based courses. In year 2025-26, MTI has successfully conducted following pre-sea training courses: a. 02 batches i.e. 77 nos. DNS (TNOCs) cadets leading to Navigating Officers; b. 01 batch i.e. 39 nos. GME cadets leading to Marine Engineer Officers; c. 01 batch i.e. 40 nos. ETO cadets leading to Electrical/Electro-Technical Officers; d. 02 batches i.e. 80 nos. NCV cadets leading to GP Rating NWKO NCV Officers and, MTI has trained total 1,96,322 candidates since its inception.

MTI is the 1st Maritime Training Institute to have certification of ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health & Safety Management System) for Design, Development, Delivery & Assessment of Marine Education and Training.

C. Segment wise or product-wise performance.

Real Estate

All the assets (land & buildings) in Mumbai except MTI and Property in Malad (Jangla Nagar), all the flats in Kolkata and three floors of Shipping House, Kolkata have been given on lease to SCI during FY 2025-26 consequent to framework agreement executed between SCILAL and SCI, which is valid till disinvestment completion date of SCI. SCILAL successfully leased two floors of its Shipping House building in Kolkata during FY 2025 26 and an additional two floors in April 2026 to the Office of the Chief Electoral Officer, Government of West Bengal, thereby enhancing asset utilization and generating a steady source of rental income.

MTI

Capacity utilization of last two years (actual participation / candidates) is summarised below:

		2024-25			2025-26
Sr. No. Name of Course	Approved Capacity	Total participants	% age utilisation	Approved Capacity	Total participants	% age utilisation
(B) Regular Pre-Sea Courses
1 D N S *	200	79	40	200	77	39
2 G M E **	80	80	100	80	39	49
3 E T O *	80	39	49	80	40	50
4 N C V	80	80	100	80	80	100
(B) Short Term courses
1 Various short term courses under the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (STCW)	5,148	2,844	55.24	4,692	3,438	73.27

* DNS - Diploma in Nautical Science Course & ETO - Electro Technical Officer Course (Utilisation has been reduced to meet the onboard training slots available in SCI fleet vessels and the availability of hostel accommodation at MTI) ** GME - Graduate Marine Engineering Course; (GME two batches are being conducted every calendar year. Accordingly, in year 2025, two batches were conducted in March and August respectively. And in year 2026, one batch has already commenced from 6th April 2026.) NCV - GP Rating (NCV-NWKO) Course

D. Outlook Real Estate

The Board of Directors of your Company, at its meeting held on 04 February 2026, approved changes to the existing arrangements relating to leasing/licensing of certain commercial premises, residential accommodations and related facilities licensed by SCILAL to SCI.

The revised arrangements, effective from 01 April 2026, are aimed at rationalisation of the existing terms and optimisation of asset utilisation. The revised framework is expected to enhance and rationalise the revenue stream of the Company from its licensed assets. Further, the Company may contemplate the following initiatives for capacity addition:

Redevelopment of certain properties in Mumbai, along with renovation/refurbishment of the Companys existing properties (including flats) located in various housing societies in Mumbai and Kolkata, may be undertaken to enhance their functional efficiency, improve assets utilisation, and adapt them to contemporary requirements. This approach would be cost-effective and environmentally sustainable, while also enabling the Company to maximize the value and potential of its existing assets.

MTI

MTI is in the process of upgrading its facilities to impart quality MET (Maritime Education and Training) which are beyond STCW and value added courses. Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the various facets of the Marine training, such as Shipping Management, Engineering and Navigation. On demand of the industry, MTI has introduced many new courses, such as: Proficiency in Survival Craft and Rescue Boats (PSCRB) Course, revalidation courses for Deck Officers (i.e. Master, Mates and 2nd Mates) and has commenced GP Rating leading to NWKO NCV Course, Welder Course and many others.

MTI has added various Pre-Sea and Post-Sea Courses over time, the last 2-3 years seeing additions in the following courses:-

1. GP Rating leading to NWKO NCV Course (NWKO-NCV)

2. Second Mate (FG)

3. Revalidation Training for Masters & Deck Officers

4. Various Customized Training to Individuals / Corporates as per Requirement

E. Risks and concerns Real Estate

Real estate in India faces a variety of complex problems due to the unique characteristics of the Indian market. Some of the major challenges that would be faced by SCILAL in terms of its assets would include: a. Regulatory environment: The Indian real estate sector is heavily regulated, which can make it difficult to navigate the complex legal and regulatory landscape. In this regard, the need to have all the requisite documentation in place, in respect of the real estate owned by SCILAL, cannot be emphasised. Some of the flats owned by SCILAL, retain legacy issues in so far as inadequate documentation, which have to be mitigated, so as to realise their full value. b. Construction challenges: Since most of the properties transferred to SCILAL were purchased / transferred to SCI prior to 1980, by its predecessor companies, the quality of construction has deteriorated over the time. In view of the aforesaid fact the flats / assets of SCILAL needs substantial investment to make them habitable for leasing out or selling. Also, some of the properties of SCILAL are due for re-development and this could bring about significant gains in terms additional Floor Space Index (FSI) being accrued to the owners, thereby leading to increase in the value of the property. c. Sales and marketing: The Indian real estate market is highly competitive and a company will only be able to attract buyers if only it is able to differentiate itself. Effective sales and marketing strategies are therefore essential for success. Also assistance of external agencies (real estate agents and website designers / promoters) is required towards their conception and implementation. d. Economic volatility: The Indian economy is subject to significant volatility, which can impact the real estate sector. Economic slowdowns can lead to declining in demand for real estate, while inflation and interest rate fluctuations can increase costs and reduce profitability.

MTI

Civil Infrastructure (Structural Repairs): Various infrastructure and facilities at MTI require upgradation, including internal roads, structural repairs to Sagar Gyan building, enhancement of hostel facilities through capacity augmentation, improved illumination of common areas, renewal of the existing freshwater pipeline network, revival/reconstruction of the existing well for garden irrigation, and renewal of the campus boundary wall. Construction of a dedicated swimming pool at MTI conforming to DG Shipping requirements is also under consideration of the management.

To facilitate the upgradation, construction, and renovation of the infrastructure at the Maritime Training Institute (MTI), Powai, which is an asset owned by SCILAL, The Shipping Corporation of India (SCI) has signed a Memorandum of Understanding (MOU) on 06.05.2026 with NBCC (India) Limited.

Technology Upgradation for Simulators: Existing Simulator used for training at MTI has to be upgraded with new age Simulator (Both hardware & Software) of latest possible technology.

Workshop Training Facilities: At present, various workshop training modules for Graduate Marine Engineering (GME) and Electro-Technical Officer (ETO) courses are conducted through external organizations approved by the Directorate General of Shipping as these facilities are not available at MTI.

IT Infrastructure: MTI requires modernization and upgradation of its IT infrastructure to support training, administration, digital learning initiatives and overall operational effectiveness.

Faculty Strength and Expertise: MTI requires the recruitment of experienced faculty members and subject matter experts for specialized courses. Strengthening the faculty matrix with qualified and experienced professionals is expected to enhance the quality of training, improve participant engagement and support the Institutes growth objectives.

F. Competition from other sectors: Real Estate

As SCILAL is presently not into active real estate business and is rather holding real estate assets, pursuant to demerger scheme. Also, majority of the real estate assets of SCILAL are presently on lease to SCI. Hence, at present there is no competition with others.

MTI

MTI operates in a competitive environment alongside several private maritime training institutes that actively promote their courses through digital marketing, social media campaigns, industry publications and other targeted promotional initiatives. While MTI continues to offer quality training programmes at competitive fee structures, competition from institutions with stronger marketing outreach and modernized infrastructure may impact enrolment levels. Continued investment in infrastructure, technology, faculty development and promotional activities will be essential to enhance MTIs visibility, strengthen its market position and attract a larger pool of course participants.

G. Internal control systems and their adequacy.

Your Company has formulated the Risk Management policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are being carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

H. Discussion on financial performance with respect to operational performance.

SCILAL has reported profit before tax of 3,934 lakhs in FY 2025-26 as against a profit of 6,514 lakhs in FY 2024-25. The MTI segment has reported a loss of 880 lakhs in FY 2025-26 as compared to loss of 690 lakhs in FY 2024-25. The average interest of around 7.70 % was earned in FY 2025-26 as compared to 8.00% earned in FY 2024-25 on the funds received as a part of demerger scheme. The net profit for the company for the FY 2025-26 is 2,882 lakhs as compared to net loss of 18,938 lakhs for FY 2024-25. The loss reported during FY 2024-25 was primarily attributable to the recognition of a Deferred Tax Liability of 238.34 crore on the MTI land in accordance with Ind AS 12 Income Taxes. The liability arose on account of temporary differences between the carrying amount of the asset in the financial statements and its corresponding tax base.

I. Material developments in Human Resources / Industrial Relations front, including number of people employed

SCILAL received board approval on November 10, 2023, to initiate the recruitment of manpower resources. Presently, operations are managed by SCI under a service level agreement. The manpower planning process for SCILAL has been completed, with a total sanctioned strength of 27 positions. Recruitment in phase wise manner is under process. To cater to day to day affairs of the company, one Company Secretary and one Chief Financial Officer has been deputed from SCI.

J. Details of significant changes in key financial ratios, along with detailed explanations therefore:

Particulars	2025-2026	2024-25
Debtors Turnover Ratio*	30.16	59.40
Inventory Turnover Ratio	NA	NA
Interest Coverage Ratio	NA	NA
Current Ratio	3.77	4.06
Debt-Equity Ratio	NA	NA
Operating Profit Margin (%)*	36.85	63.04
Net Profit Margin (%)*	26.99	(183.24)

* Total Income is considered as Net Sales for calculation of ratios

Ratios Details of Significant changes and explanation thereto:

Debtors Turnover- Debtors has significantly decreased in FY 2025-26 as compared to FY 2024-25.

Inventory Turnover- The Company did not report any inventory as on 31.03.2026 and 31.03.2025. Interest Coverage Ratio- The Company did not avail any loan in the FY 2025-26 and FY 2024-25.

Debt Equity Ratio- The Company did not opt for loans in the FY 2025-26 and FY 2024-25.

Operating Profit Margin stood at 36.85 % in current year as against 63.04% in last year due to increase in forex expenses included in Other expenses.

Net Profit Margin stood at 26.99 % in FY 2025-26 as compared to (183.24) % in FY 2024-25 #

#The Company has created DTL of 238.39 crores on Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

K. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

Particulars	2025-26	2024-25
Return on Net worth (%) **	4.54 %	(29.89)%

Return on Net Worth (%) The return on Net worth for the FY 2025-26 stood at 4.54 % as compared to (29.89) % FY 2025-26.# **Net Worth has been calculated as per Schedule 2(57) of the Companies Act, 2013.

#The Company has created DTL of 238.39 crores on Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

30. RESERVATION POLICY

As of March 31, 2026, it is worth noting that SCILAL did not have any permanent employees recorded on its payroll.

31. SC/ST/OBC REPORT

As of March 31, 2026, it is worth noting that SCILAL did not have any permanent employees recorded on its payroll.

32. WOMEN REPRESENTATION

As of March 31, 2026, it is worth noting that SCILAL did not have any permanent employees recorded on its payroll, thus no data is available to be disclosed under this section.

33. POLICY TO PREVENT SEXUAL HARASSMENT AT WORKPLACE

As of March 31, 2026, it is pertinent to highlight that SCILAL did not have any permanent employees registered on its payroll. Consequently, the Company had not constituted an Internal Committee (IC) nor formulated a policy on prevention of sexual harassment at workplace, as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, all candidates of pre-sea residential courses, are undergoing the Awareness and Training course regarding ‘Sexual Harassment of Women at Workplace, as part of their training program at MTI, Powai.

(a) number of complaints of sexual harassment received in the year - NIL. (b) number of complaints disposed off during the year - NA.

(c) number of cases pending for more than ninety days - NA.

34. MATERNITY BENEFIT

The Company complies with the provisions of the Maternity Benefit Act, 1961. All applicable benefits under the Act are extended to eligible employees, including those on deputation. At present, the Company has two employees on deputation and all statutory entitlements are duly ensured.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility vision of the company articulates its aim to be a corporate with its strategies, policies and actions aligned with wider social concerns, through initiatives in education, health and environment. The thrust of SCILALs CSR initiatives in 2025-26 was towards “Promoting Healthcare, Education and Swachh Bharat”.

SCILAL has framed its CSR policy in line with the guidelines contained in the Companies Act, 2013 and Companies (CSR Policy) Rules, 2014 notified therein and constituted a CSR committee as per the Act to coordinate and oversee the implementation of CSR initiatives.

An amount of 91.88 Lakhs was allocated towards CSR in the FY 2025-26 as per the provisions of the Companies Act, 2013. Against the allocation, expenditure of 1.59 Lakhs has been done during the year ending 31.03.2026 considering the multi-year nature of the projects undertaken.

The Annual Report on Corporate Social Responsibility FY 2025-2026 is annexed to the Directors report as Annexure I.

36. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts/arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is annexed to the Directors report as Annexure II. The details of transaction with related party are available in Note 31 under ‘Notes to the Financial Statements.

37. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

During the year, there were no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

38. RIGHT TO INFORMATION ACT, 2005

SCILAL has taken steps to comply with the requirements of the Right to Information Act, 2005 (RTI) and has gone online for RTI complaints since January, 2024. There were 7 RTI applications for the year 2025-2026 which were responded to within the timelines.

39. APPOINTMENT AND REMUNERATION POLICY

The appointments in the company are done in accordance with Government of India guidelines. The remuneration to the senior management and other employees of the company is governed by the Presidential Directives issued by the Ministry of Ports, Shipping and Waterways (MoPSW) and Department of Public Enterprises (DPE), from time to time, which form the remuneration policy of the company. Please note that, as of 31.03.2026, there were no permanent employees in SCILAL. To cater to day to day affairs of your company, one Company Secretary (CS) and one Chief Financial Officer (CFO) has also been deputed from SCI.

SCILALs Policy on Remuneration of Directors, Key Managerial Personnel, and Other Employees, as last approved and amended by the Board of Directors of the Company at its meeting held on 06th August 2025, is available on the Companys website https://www.scilal.com/policies. All Presidential Directives issued by the Central Government have been complied with during the year and the last three years.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) of the Company for the financial year 2025-26 is annexed to Directors Report as Annexure III.

41. SEGMENT-WISE PERFORMANCE

Report on performance of the various operating segments of the Company (audited) is included at Note No. 32 of Notes on Financial Statements (Standalone) for the year ended 31st March 2026, which is forming part of the Annual Accounts.

42. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has formulated the Risk Management Policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

43. DIVIDEND DISTRIBUTION POLICY

Your Company has adopted the Dividend Distribution Policy of the Company as required in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Dividend Distribution Policy is available on https://www.scilal.com/policies.

44. CORPORATE GOVERNANCE

Your Company has a legacy of fair, transparent and ethical governance practices and it believes that good Corporate Governance is essential for achieving long-term corporate goals and to enhance stakeholders value. The Report of Directors on Corporate Governance prepared in compliance with the SEBI (Listing Obligation sand Disclosure Requirements) Regulations, 2015 annexed as Annexure IV to the this Report comprehensively describes the structure and practice of Corporate Governance of your Company. The Company ensures continuous endeavour to comply with various applicable statutes, rules, regulations and guidelines etc. The Corporate Governance issues are kept in constant focus by the Board of Directors of your Company and your Company complies with the applicable guidelines both in letter and spirit.

45. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors of the Company has not reported any frauds in FY 2025-26 and FY 2024-25.

46. INSOLVENCY AND BANKRUPTCY CODE

During the year, the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, along with their status was “NIL”.

47. VIGILANCE DIVISION IN SCILAL

Subsequent to SCILAL becoming an independent CPSE, necessary action is being taken to establish a vigilance Division in coordination with the competent authorities.

48. EXEMPTION FROM SIGNING THE MOU FOR 2025-26

Pursuant to the Department of Public Enterprises (DPE) Office Memorandum No. M-01/0001/2025-DPE(PD) dated September 3, 2025, SCILAL was exempted from entering into a Memorandum of Understanding (MoU) with the Government of India for the Financial Year 2025-26. Accordingly, the Company was not required to undertake MoU-related performance commitments for the said financial year.

Further, the disclosure requirements prescribed under DPE Office Memorandum No. M-03/0006/2024-DPE(MoU) dated March 24, 2026, relating to furnishing of specified information in the Annual Report by MoU-signing Central Public Sector Enterprises (CPSEs) for FY 2025-26, are not applicable to SCILAL, as the Company was exempted from signing the MoU for the said financial year.

49. CAUTIONARY STATEMENT

The statements made in the Management Discussion and Analysis report describing Companys objectives, projections, estimates and expectations may be “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

50. DECLARATION OF INDEPENDENCE

The Competent Authority had appointed Prof. (Dr.) K. Jayaprasad as the Non-official Independent Director on the Board of the Company w.e.f. 15th April, 2025. Further, the Company had received Declaration from Prof. (Dr.) K. Jayaprasad, Independent Director conforming that he met the criteria of Independence and have complied with the Code for Independent Directors as prescribed under Companies Act 2013, the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and DPE guidelines.

The Independent Directors have confirmed that they are registered with the database maintained by the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs.

The Company being a Government Company, the power to appoint Directors (including Independent Directors) vests with the Government of India. The Directors are appointed by following a process as per laid down guidelines. In the opinion of the Board, the Independent Director(s) possess the desired expertise, experience (including proficiency) and integrity.

51. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Your Company, being a Government Company, is exempted from the provisions relating to performance evaluation of the Board and Directors pursuant to the Ministry of Corporate Affairs Notification dated 5 June 2015. However, in order to comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which do not specifically provide for a similar exemption to Government Companies, the Company has adopted an internal Board Performance Evaluation Policy.

In accordance with the said Policy, the Company undertakes performance evaluation of individual Directors, the Board as a whole and the Committees of the Board. Further, as per the SCILAL Board Performance Evaluation Policy, the Nomination and Remuneration Committee is required to review the performance of every Director, including Independent Directors, and the Chairperson.

Though the Company nevertheless undertook the performance evaluation process for individual Directors, the Board as a whole and the Committees of the Board, the outcome of the performance evaluation could not be placed before the Nomination and Remuneration Committee for its review, as the Committee could not be re-constituted in the prescribed manner in the absence of Independent Directors.

SCILAL is a Central Public Sector Enterprise, and the appointment and change in the composition of the Board of Directors are within the purview of the Administrative Ministry/Competent Authority. Accordingly, the Company has limited control over the appointment of Directors, including Independent Directors. The Company is coordinating with the Competent Authority for the appointment of the requisite number of Independent Directors on the Board. Upon appointment and constitution of the requisite Board-level Committees, the outcome of the performance evaluation process will be placed before the Nomination and Remuneration Committee for its review in accordance with the Companys Board Performance Evaluation Policy.

52. SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

53. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Upendra Shukla & Associates, Company Secretaries to conduct Secretarial Audit from the Financial Years 2025-2026 to 2029-2030. Secretarial Audit Report in Form MR-3 as per Companies Act, 2013 and the Annual Secretarial Compliance Report in compliance with Regulation 24A of SEBI LODR Regulations 2015 for the financial year 2025-26 is appended to the directors report.

The Secretarial Auditor in his report for the year ended 31st March, 2026 has brought out that: i. During the period under review, the Board was not constituted as required under Section 149 of the Act, Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 3.1 of DPE Guidelines (including non-appointment of Woman Director). ii. The Company did not have requisite number of Independent Directors on the Board as required under Section 149(4) of the Act, Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 3.1.4 of DPE Guidelines during the period under review. iii. The Board did not have minimum required number of Directors as required under Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period under review. Further, the Board did not have minimum required number of Directors as required under Section 149 (1) of the Act during the period from 01st April, 2025 to 14th April, 2025 and a woman director under Section 149 (1) of the Act and Regulation 17(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period under review. iv. In absence of requisite number of Independent Directors, the Audit Committee was not properly constituted as required under Section 177(2) of the Act, Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 4.1 of DPE Guidelines during the period under review. v. In absence of requisite number of Non-Executive Directors/ Independent Directors, the Nomination and Remuneration Committee is not properly constituted as required under Section 178 of the Act, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 5 of DPE Guidelines during the period under review; vi. In absence of requisite number of Non-Executive Directors/ Independent Directors during the periods 1st April, 2025 to 14th April, 2025 and 23rd February, 2026 to 11th March, 2026, the Stakeholders Relationship Committee was not properly constituted as required under Section 178 of the Act, Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the aforesaid period. vii. In absence of Independent Director during the period 1st April, 2025 to 14th April, 2025, the Risk Management Committee was not properly constituted as required under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the aforesaid period. viii.In absence of required number of Independent Directors (there was only one Independent Director from 15/04/2025 to 31/03/2026), no meeting of Independent Directors, in which non-Independent Directors do not attend, was held as required under Reg. 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV Para VII of the Companies Act, 2013.

The Management views on the above observation are as follows:

The Company being a Public Sector Undertaking (PSU), only the Competent Authority can appoint Director(s) on Board. The Company through its letters dated 23-05-2025, 04-06-2025, 26-08-2025, 02-09-2025, 02-12-2025, 24-12-2025, 23-01-2026, 04-03-2026 and 26-03-2026 had taken up this matter to Competent Authority with a request to appoint requisite number of Independent Directors and Women Director on its Board.

54. AUDITORS REPORT

A. The Statutory Auditors have given an unqualified report on the Financial Statement of the Company for the Financial Year 2025-26.

B. The Comptroller and Auditor General of India had NIL comments for the year ended 31st March 2026.

55. OTHER DISCLOSURES

The Company is not required to maintain cost records as per Section 148 (1) of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014.

Status of Pending (Comptroller and Auditor General of India) Paras

C&AG Paras	Total
Pending as on 01.04.2025	0
New paras issued during FY 2025-26	0
Paras settled during FY 2025-26	0
Total Paras pending as on 31.03.2026	0

Total Paras pending as on 31.03.2026 0

The Company is not a member of the United Nations Global Compact (UNGC). However, it remains committed to upholding the core values of ethical business conduct, including respect for human rights, fair labour practices, environmental responsibility, and zero tolerance towards corruption, in alignment with globally recognised principles.

There was no change in the nature of business of the company during the financial year ended 31st March 2026.

The company has not availed any loans during the year 2025-26. Accordingly, no settlement has taken place with any of the Bank or Financial Institution during the financial year 2025-26.Therefore, no disclosure or reporting is required in respect of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

56. ACKNOWLEDGEMENTS

The Directors express their sincere gratitude for the continued guidance, encouragement and support received from the Government of India, especially the Ministry of Ports, Shipping and Waterways, as well as various State Governments, regulatory and statutory authorities.

Your Directors also wish to express their thanks to the officials in the Ministry of Ports, Shipping and Waterways for the unstinted support given by them in various matters concerning the Company. Your Directors would also like to convey their thanks to other Ministries who have played a vital role in the continued success of your Company. The Directors thank the shareholders, other stakeholders and valued customers for the continued patronage extended by them to your Company.

Last but not the least, your Directors wish to record their deep appreciation for the dedicated service of SCI employees without whose co-operation and efforts the achievements made by your Company would not have been possible.

	For and on behalf of the Board of Directors
	Shipping Corporation of India Land and Assets Limited
	Sd/-
Place: Mumbai	Capt. Binesh Kumar Tyagi
Date: 04.08.2026	Chairman and Managing Director
Annexures to the Directors Report