Shipping Corporation of India Land & Assets Ltd Directors Report

To the Members,

Your Directors take great pleasure in presenting the 04^th Annual Report on the working of your Company for the Financial Year ended 31^st March, 2025. 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" / Company), 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 22^nd February, 2023.

Your Company has been listed on BSE Limited and National Stock Exchange of India Limited with effect from 19^th March 2024, enabling trading of shares, creating wealth and investment opportunities for our esteemed shareholders. The Company is categorized as Schedule ‘C Central Public Sector Enterprise.

Additionally, your Companys objects clause was expanded by adding sub-clause 08 vide Special Resolution passed at the 03rd Annual General Meeting of the company held on 20^th September, 2024. This new sub-clause empowers your Company to collaboratively establish, manage and support global maritime training institutions for ship officers, navigators, marine engineers, naval architects, radio operators, technicians and other maritime professionals.

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
MTI Powai, Mumbai (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
	(2024-2025)	(2023-2024)
Revenue from Operations	1,830	1,722
Other Income	8,505	8,172
Profit/(loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	6,746	5,580
Less: Depreciation/ Amortisation/ Impairment	231	69
Profit /(loss)before Finance Costs, Exceptional items and Tax Expense	6,515	5,511
Less: Finance Costs	1	1
Profit /(loss) before Exceptional items and Tax Expense	6,514	5,510
Add/(less): Exceptional items	-	-
Profit /(loss) before Tax Expense	6,514	5,510
Less: Tax Expense (Current & Deferred)	25,452	761
Profit/(loss)for the year	(18,938)	4,749
Other Comprehensive Income/loss (2)	-	-
Total (1+2)	(18,938)	4,749

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 year 2024-25 shows a net loss of Rs. 18,938 lakhs which has been transferred to Retained Earnings.

6. DIVIDEND

The Board of Directors at its meeting held on 06.05.2025 had recommended a Dividend of Rs. 0.55 /- per equity share of Rs. 10/- each for the Financial Year ended 31^st March, 2025 subject to approval of the Shareholders at the ensuing Annual General Meeting.

7. SHARE CAPITAL

Equity Share Capital of your Company as on 31.03.2025 is as follows:

Particulars	Amount (Rs.)
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 in its meeting dated 06.04.2023 allotted 46,57,99,010 Shares of Rs. 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 Rs. 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 29^th April, 2024, 13^th August, 2024, 06^th November, 2024 and 04^th February, 2025. The gap between two consecutive Board Meetings did not exceed 120 days. Requirements on number and frequency of meetings were complied with in full in terms of Section 173 of the Companies Act, 2013. Details about 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 Rs. 6,514 lakhs in FY 2024-25 as against a profit of Rs. 5,510 lakhs in FY 2023-24. The MTI segment has reported a loss of Rs. 690 lakhs in FY 2024-25 as compared to loss of Rs. 1,156 lakhs in FY 2023-24, while the average interest of around 8% was earned in FY 2024-25 on the funds received as a part of demerger scheme. The net loss of the company for the FY 2024-25 is Rs. 18,938 lakhs as compared to net profit of Rs. 4,749 lakhs for FY 2023-24. The loss reported in the FY 2024-25 pertains due to the recognition of Deferred Tax Liability under Ind AS 12 of Rs. 238.34 crores on MTI Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

11. JOINT VENTURES

(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 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) are 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 up of JVC has completed and the said Company is now dissolved. SCILAL has written off investment in SSSPL of Rs.10 Lakh in its books of accounts during the quarter ended 30^th June 2025.

12. ISO CERTIFICATION

Maritime Training Institute, Powai is Quality Management System (ISO 9001:2015) certified.

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 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 2024-25 and FY 2023-24.

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 2024-25.

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 Rs. 30.74 Crores (approx) for FY 2023-24. Out of this an amount of Rs. 19.60 crores (approx) was paid to Govt of India on 07.10.2024.

17. EXTRACT OF ANNUAL RETURN

In compliance with section 134 (3) (a) of the Companies Act, 2013 read with relevant rules, the annual return of the Company is available on its website under https://www.scilal.comthrough 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 31.03.2025, 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 at the end of the financial year and of the profit and loss of the Company for that period;

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 31.03.2025 on a "going concern" basis; and

e) 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. 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 appended to the Directors Report. The details are also available in Note 29 under ‘Notes to the Financial Statements.

20. PARTICULARS OF EMPLOYEES

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.

21. EMPLOYEES STOCK OPTION SCHEME

The Company does not have any Employee Stock Option Scheme.

22. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The terms and conditions regarding appointment and remuneration of Directors are fixed by Ministry of Ports, Shipping and Waterways (MoPSW), the Government of India.

23. 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. www.scilal.com under the tab of ‘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.

24. 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 efficient energy- 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 envisaged 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:

Solar Power Plant of 0.515 MW capacity has already been installed at MTI Powai.

Technology Absorption, Adoption and Innovation:

Technological advancements have brought about remarkable changes across all sectors in India. By embracing technological advancements SCILAL can streamline processes, improve efficiency and enhance customer experiences.

The Company has advanced in IT implementation by deploying a dedicated cloud-based accounting software to maintain its books of accounts, ensuring compliance with the Companies Act, 2013. Additionally, the Company is conducting a detailed study to implement a structured end-to-end ERP process to support its daily operations.

Environmental Protection and Conservation:

Given the real estate development sectors potential environmental impact, including deforestation, habitat destruction, and increased pollution, SCILAL is committed to adopting eco-friendly practices. SCILAL emphasizes the use of sustainable building materials and strict adherence to environmental regulations to mitigate these effects.

Renewable Energy Developments:

The Maritime Training Institute operates a solar power plant with a capacity of approximately 0.515 MW across its office and other buildings. This initiative helps reduce energy costs and contributes to sustainability efforts.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and out go in FY 2024-25 and FY 2023-24.

26. PUBLIC DEPOSIT

The company has not accepted any deposits for FY 2024-25 and FY 2023-24.

27. 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 22^nd February, 2023, has 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 is 14.03.2023. Thereafter, SCI in 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 in its meeting dated 06.04.2023 allotted 46,57,99,010 Equity Shares having face value Rs. 10/- to the Shareholders of SCI in consideration of Demerger of Non-Core Assets Pursuant to clause 9 of the Scheme of Demerger.

28. 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) 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. Brief details of transfer of non-core assets are as under: a) 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 by the Company. Mutation (name change) entries with the Kolkata Municipal Corporation will also be undertaken in due course. b) To facilitate transfer of properties in Maharashtra from SCI to SCILAL, Office of the Collector of Stamps, Enforcement 1 in Case No. ADJ/249/2024 dated 16.09.2024, has issued a certificate which was received by the company on 16.07.2025, wherein it has been certified that under Section 32(1)(a)(b) of the Maharashtra Stamp Act, the Demerger Scheme is exempted from payments of Stamp Duty vide Government of Maharashtra Notification No. Mudrank-2023/698/C.R. 436/M-1 (Dhoran) dated 12.10.2023. Adjudication process for residential freehold properties aimed at enabling the execution of Transfer Deeds at the respective Sub-Registrar offices is currently in 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. c) 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.

29. SERVICE LEVEL AGREEMENT FOR OPERATIONS OF THE COMPANY

The operations of SCILAL during the Financial Year 2024-25 were managed by the Shipping Corporation of India Limited vide a service level agreement entered between the Company and SCI.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The following remaining information w.r.t. addition of new sub-clause (i) under clause 1 in Part B (Management Discussion And Analysis) of Schedule V of SEBI (LODR) Regulations, 2015.

	Standalone
Particulars	2024-2025	2023-2024
Debtors Turnover Ratio*	59.40	21.79
Inventory Turnover Ratio	NA	NA
Interest Coverage Ratio	NA	NA
Current Ratio	4.20	3.98
Debt-Equity Ratio	NA	NA
Operating Profit Margin (%)*	63.04	55.70
Net Profit Margin (%)*	(1.83)	48.00
Return on Net worth (%) **	(29.89)	7.72
Return on Equity (%)	(6.09)	1.49

* Total Income is considered as Net Sales for calculation Net Profit and Trade receivable Turnover Ratio.

Ratios Details of Significant changes and explanation thereto:

Debtors Turnover- Debtors had significantly decreased in FY 2024-25 as compared to FY 2023-24.

Inventory Turnover- The Company did not report any inventory as on 31.03.2025 and 31.03.2024.

Interest Coverage Ratio- The Company did not avail any loan in FY 2024-25 and FY 2023-24.

Current Ratio - Current Ratio stood at 4.20 in FY 2024-25 as compared to 3.98 each in FY 2023-24.

Debt Equity Ratio- The Company did not opt for loans in FY 2024-25 and FY 2023-24.

Operating Profit Margin stood at 63.04% in current year as against 55.70% in last year due to better revenue income.

Net Profit Margin stood at (1.83)% in FY 2024-25 as compared to 48% in FY 2023-24#

Return on Net worth for FY 24-25 stood at (29.89)% as against 7.72% in FY 2023-24.#

Return on Equity stood at (6.09) % in FY 2024-25 as compared to 1.49% in FY 2023-24.#

# The Company has created DTL of Rs. 238.34 crores on Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

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.

Key Developments in 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 cybersecurity 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

The domestic real estate sector in India is a key driver of employment and economic value, contributing around 11% to the Gross Value Added (GVA) since 2011-12 and closely linking with nearly 50% of Indias GDP. It plays a crucial role in supporting urbanization, infrastructure development and the nations demographic dividend, with significant contributions to government revenue and socio-economic progress. Despite facing challenges such as regulatory complexities, liquidity issues and market fluctuations, the sector presents significant growth opportunities, particularly in affordable housing, technological integration and sustainable development. As Indias economy continues to grow, the real estate sector remains pivotal in job creation, infrastructure development and overall economic advancement.

It is envisaged that, SCILAL may engage in the ownership, management and administration of residential and commercial properties, encompassing both land and buildings across various locations in India. Presently, SCILAL holds significant real estate assets situated in prominent areas of Mumbai, the commercial capital of India, as well as in the metropolitan city of Kolkata, thus establishing itself as a significant governmental real estate holding entity.

The company could leverage its concentrated pool of flats in same localities, by leasing / selling them to other PSU or private entities. Also maximum utilization of its flats can be achieved by listing in governmental General Pool accommodations.

SWOT of MTI

Maritime Training Institute (Powai) 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. Advanced firefighting training mock-up at MTI, is one of the oldest and the best in India now. All class rooms are air-conditioned and monitored by CCTV and a seminar room of 60 pax capacity, an auditorium of capacity 198 pax is also an integral part of the institute. 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 has a collection of more than 7500 books in its library and digitization of the contents of the library is also in progress. Sagar Gyan Academic Building has Ground plus two structure for conducting various courses, such as Pre-Sea, Post-Sea, STCW and Value Added Courses etc. Classrooms are equipped with smart boards and modern training equipments. MTI is also, continuously enhancing its training and residential facilities by providing Wi-Fi and CCTV enabled campus to its participants and faculties.

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. 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 2^nd Mates) and has commenced GP Rating leading to NWKO NCV Course in July 2024. It is also in the process of commencing Welder Course and many other courses.

MTI is one of two (02) training institute to conduct GMDSS GOC examination in India West Zone approved by DG Shipping and WPC. Existing GMDSS GOC Course software is being upgraded.

MTI commits to keep innovating for new courses from time to time to meet the training needs of the industry and nation. 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.

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 prioritise continuous infrastructure upgrades utilizing the latest technologies.

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.

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.

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. Through the following range of unique activities and initiatives, MTI provides its participants with exceptional exposure to the maritime industry:

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 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.

Currently, MTI serves and benefits many reputed organizations / shipping companies by providing its training services. Some of them are as following: Wilhelmsen Ship Management (IMTC) Oil and Natural Gas Corporation (ONGC) Institute of Marine Engineers of India (IMEI) Loyalty Marine Education Trust (LMET) and many more… MTI has MOUs / Agreement with leading organizations like IMTC, IMEI, Loyalty Marine and Hind Terminal for imparting training to their employees. Additionally, MTI is in the process of signing a MOU with IIT Mumbai for customized training programs.

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

MTI has proudly trained total 85 Nos. of Lady Officers (i.e. 74 Nos. of DNS, 06 Nos. of ETO and 05 Nos. of GME). Our Lady Officers have been well recognized and appreciated in the Maritime Industry. MTI has contributed significantly in emergence of our country as an advanced seafaring nation and has the vision to continue to do so.

It is a matter of pride that all pre-sea courses of MTI, DNS, GME & ETO are rated as A1 (Outstanding) Grade with 90.31% rating, as per the CIP (Comprehensive Inspection Program) of the Directorate General of Shipping (DGS) Govt. of India conducted on 27.07.2023 (validity of certificate is till 26.07.2027). MTI also rated A1 (outstanding) Grade during Post-sea and STCW Modular CIP Audit carried out on 05.03.2025. In year 2024-25, Maritime Training Institute, Powai has conducted 234 nos. of residential and non-residential courses for imparting training to 3122 seafarers / candidates on following categories:

a. DNS (TNOCs), pre-sea training residential course leading to 79 nos. Navigating Officers;

b. GMEs (TMEs) pre-sea training residential course leading to 80 nos. Marine Engineer Officers;

c. ETOs, pre-sea training residential course leading to 80 nos. Electrical / Electro-Technical Officers; and,

d. NCVs pre-sea training residential course leading to 39 nos. GP Rating leading to NWKO NCV Officers; and,

e. Various STCW / Modular and Industry need based non-residential courses to 2844 nos. seafarers.

MTI has trained 1,92,648 candidates since its inception.

MTI is Quality Management System (i.e. QMS) certified Training Institute for Design, Development, Delivery & Assessment of Marine Education and Training. MTI has some of the best faculty, who have been awarded with various prestigious awards, such as Lloyds List Training Award, The Maritime Standard Award, Gateway Award, Samudra Manthan Award and Golden Peacock Award.

During visit of IMO Secretary General Mr. Arsenio Dominguez to India, he visited MTI on 20.02.2025 along with other Maritime Industry dignitaries and witnessed the potential of MTI and Govt. of Indias future planning for establishment of IOCE - SMarT (Indian Ocean Centre for Excellence for Sustainable Maritime Transport). Ministry of Ports, Shipping and Waterways (MoPSW) is contemplating the establishment of Indian Ocean Centre of Excellence for Sustainable Maritime Transport (IOCE-SMarT) at MTI, Powai, with the objective of transforming the maritime sector in India and Indian Ocean region into a technologically advanced, environmentally sustainable, and digitally proficient industry. This initiative intends to focus on the latest technologies and practices for reducing greenhouse gas emissions, fostering technical cooperation, capacity building, and the digital transition of the maritime sector in India specifically and Indian Ocean countries broadly. The Consultative Document of the proposed IOCE-SMarT was released by the Honble Minister of Ports, Shipping and Waterways (MoPSW) at the Green Shipping Conclave at Mumbai on 20.02.2025.

To enhance the standard of training atmosphere and meet the aim of IOCE-SMarT, following are in progress:

There will be 10 specialised verticals in IOCE-SMarT project with an aim to foster targeted expertise, innovation and collaboration across key areas of maritime development. Each vertical under IOCE-SMarT focuses on bridging the gap between theoretical advancements and their practical applications. Following IOCE-SMarT verticals collectively contribute to the sustainable growth of the Indian Ocean maritime ecosystem.

1. BMSMarTC: Regional Collaboration for BIMSTEC Countries

2. DigiSMarT: Digital Integration and Smart Technologies

3. LawSMarT: Maritime Legal Expertise

4. FinSMarT: Sustainable Financing Mechanisms

5. InnovSMarT: Driving Innovation and Technological Advancement

6. CollSMarT: International Partnerships and Cooperation

7. EduSMarT: Maritime Education and Skill Development

8. EcoSMarT: Environmental Sustainability

9. TechSMarT: Promoting Maritime Technology Development

10. GreenSMarT: Providing Sustainable Maritime Solutions The following areas requires further improvement -

Civil Infrastructure (Structural Repairs): Various Infrastructure & facilities have to be upgraded such as Internal Roads, Sagar Gyan Structural Repairs, improvement of Hostel facilities with addition of capacity in hostels, illumination of common areas, renewal of existing fresh water pipeline arrangement, revive / reconstruction of existing well for garden irrigation, renewal of campus boundary wall etc.

Upgrade in Technology for Simulator: The existing Simulator has to be upgraded with new age Simulator (both hardware & Software) of latest possible technology.

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 consequent to framework agreement executed between SCILAL and SCI, which is valid till disinvestment completion date of SCI.

MTI

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

		2023-24			2024-25
Sr. No.	Name of Course	Approved Intake (Capacity)	Total participants	% age utilisation	Approved Intake (Capacity)	Total participants	% age utilisation
	(A) Regular courses
1	D N S*	200	77	38.50	200	79	39.50
2	G M E	40	40	100.00	80	80	100.00
3	E T O	80	80	100.00	80	80	100.00
4	GP Rating (NCV NWKO)*	-	-	-	80	39	48.75
	(B) Short Term courses
1	Various short term courses under the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (STCW)	5636	2814	49.93	5148	2844	55.24

* DNS - Diploma in Nautical Science Course and GP Rating (NCV-NWKO) Course (Intakes has been reduced to meet the onboard training slot available in SCI Fleet vessels and availability hostel accommodation at MTI) GP Rating (NCV-NWKO) Course 1^st batch (capacity of 40 candidates) commenced in July 2024.

GME - Graduate Marine Engineering Course; ETO - Electro Technical Officer Course

D. Outlook

The company may contemplate the following initiatives for capacity addition:

a. Redevelopment of its property in Malad (Jangla Nagar), Mumbai; a Housing Society completely owned by SCILAL.

b. Renovating / refurbishing its existing properties (i.e. Flats) located in various Housing Society in Mumbai and Kolkata, so as to increase their functional efficiency or adapt them to new uses. This approach will be cost-effective, environmentally sustainable and also maximize the potential of 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 in 1^st week of July, 2024, 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. ETO (Electro Technical Officer) 2. Second Mate (FG) 3. Chief Mate Phase I & Phase II

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

E. Risks and concerns

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 FSI being accrued to the owners, thereby leading to increase in the value of the property.

c. Opportunities: The dilapidated property owned by SCILAL at Malad (Jangla Nagar) which is located in a commercially viable location, presents an excellent opportunity for SCILAL to undertake a re-development and transform it into a state of art Commercial Complex capable of generating significant stream of revenue for the company.

d. 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.

e. 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 f. Civil Infrastructure (Structural Repairs): Various Infrastructure & facilities at MTI have to be upgraded such as Internal Roads, Sagar Gyan Structural Repairs, improvement of Hostel facilities with addition of capacity in hostels, illumination of common areas, renewal of existing fresh water pipeline arrangement, revive / reconstruction of existing well for garden irrigation, renewal of campus boundary wall etc.

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

h. Workshop Training: Currently various Workshop Trainings for GME and ETO are being undertaken by external organizations approved by DG Shipping, which leads to extra resource consumption for MTI.

i. IT Infrastructure: MTI is in need to upgrade its IT infrastructure. j. Faculty Matrix: MTI needs to hire experienced manpower / faculty at senior positions for specific courses, as experienced faculty induce increase in course participation.

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, the real estate assets of SCILAL are presently on lease to SCI. Hence, at present there is no competition with others.

MTI

Currently, we face competition from other private Maritime Training Institutes that extensively utilize their resources to attract course participants through digital marketing, social media campaigns, advertisements in marine magazines, and various other marketing strategies. Despite our competitively priced courses, our course enrollment rates have been impacted due to the absence of robust physical infrastructure and promotional resources.

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 Rs. 6,514 lakhs in FY 2024-25 as against a profit of Rs. 5,510 lakhs in FY 2023-24. The MTI segment has reported a loss of Rs. 690 lakhs in FY 2024-25 as compared to loss of Rs. 1,156 lakhs in FY 2023-24, while the average interest of around 8% was earned in FY 2024-25 as well as in FY 2023-24 on the funds received as a part of demerger scheme. The net loss for the company for the FY 2024-25 is Rs. 18,938 lakhs as compared to net profit of Rs. 4,749 lakhs for FY 2023-24. The loss reported in the FY 2024-25 pertains due to the recognition of Deferred Tax Liability under Ind AS 12 of Rs. 238.34 crores on MTI Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

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

Particulars	2024-25	2023-24
Return on Net worth (%) **	(29.89%)	7.72%
Return on Equity (%)	(6.09%)	1.49

Return on Net Worth (%) The return on Net worth for the FY 2024-25 stood at (29.89%) as compared to 7.72% FY 2023-24.

Return on Equity The return on Equity of your company was (6.09%) for the year ended 31.03.2025, as compared to 1.49% for the year ended 31.03.2024

31. RESERVATION POLICY

As of March 31, 2025, it is worth noting that SCILAL did not have any employees recorded on its payroll.

32. SC/ST/OBC REPORT

As of March 31, 2025, it is worth noting that SCILAL did not have any employees recorded on its payroll, thus no data is available to be disclosed under this section.

33. WOMEN REPRESENTATION

As of March 31, 2025, it is worth noting that SCILAL did not have any employees recorded on its payroll, thus no data is available to be disclosed under this section.

34. POLICY TO PREVENT SEXUAL HARASSMENT AT WORKPLACE

As of March 31, 2025, it is pertinent to highlight that SCILAL had no employees registered on its payroll, consequently leading to the absence of an Internal Complaints Committee 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.

35. MATERNITY BENEFIT

SCILAL complies with the provisions relating to the Maternity Benefits Act, 1961.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

An amount of Rs. 46,32,500/-(i.e. Rs. 1274/- in addition to the 2% of average net profit of the company as per sub-section (5) of section 135) of the Companies Act, 2013 is earmarked towards CSR initiatives for the FY 2024-25 and has been allocated for two projects. As implementation of projects undertaken is spread over long periods, funds will be released in installments based on the milestone achieved as laid down in the MoA signed with the implementing agencies. Accordingly, Rs. 10,10,880/- has been disbursed as on 31.03.2025 and an amount of Rs. 36,21,620/- remains unspent, which will be disbursed on completion of relevant milestones. Annual Report on CSR has been annexed to this Report and forms part of it.

37. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

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

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.

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 shore 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 31.03.2025, there were no employees in SCILAL.

40. SEGMENT-WISE PERFORMANCE

Report on performance of the various operating segments of the Company (audited) is included at Note No. 30 of Notes on Financial Statements (Standalone) for the year ended 31^st March 2025, which is forming part of the Annual Accounts.

41. 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.

42. DIVIDEND DISTRIBUTION POLICY

As per the guidelines dated 27.05.2016 issued by Department of Investment and Public Asset Management (DIPAM), MOF, GOI in respect of dividend, bonus shares, etc. the Company has an obligation to comply with these guidelines. However, the Company shall take into consideration and be guided by the provisions of the Companies Act, 2013, Companies (Declaration and Payment of Dividend) Rules, 2014 and Guidance Note on Dividend & Secretarial Standard 3 (SS-3) for taking necessary action appropriate and deemed fit in the circumstances.

The Dividend Distribution Policy of the Company as per the requirements of the Regulation 43 A of Listing Regulations is available on the website of the Company accessible through https://www.scilal.com/policies.

43. 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 annexed in the Annual 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 e.t.c. 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.

Report of the Directors on Corporate Governance of the Company for the Financial Year 2024-25 is attached to the Directors Report and forms part of it.

44. 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 2024-25 and FY 2023-24.

45. 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".

46. 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.

47. 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.

48. DECLARATION OF INDEPENDENCE

Throughout the financial year 2024-25, the company had no independent directors on its Board. Informatively, the Competent Authority has appointed Prof. (Dr.) K. Jayaprasad as the Non-official Independent Director on the Board of the Company w.e.f. 15^thApril, 2025.

49. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

As per notification dated June 5, 2015 issued by the Ministry of Corporate Affairs, the provision related to evaluation of performance of Board, its committees and individual directors under section 178(2) of the Companies Act, 2013 is exempt for Government Companies.

Further, as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of independent directors shall be done by the entire board of directors. However, throughout the entirety of the financial year 2024-25, the company has not had any independent directors on its Board, therefore no evaluation of Independent Director was done for FY 2024-25.

50. SECRETARIAL STANDARD

Section 118(10) of the Companies Act, 2013 requires every company to observe the secretarial standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India and approved as such by the Central Government. The Company has complied with all the applicable Secretarial standards.

51. 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 Mehta & Mehta, Practicing Company Secretary firm to conduct Secretarial Audit for the Financial Years 2023-2024 and 2024-2025. 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 2024-25 is appended to the Corporate Goverance Report and forms part of Directors Report.

The Secretarial Auditor in his report for the year ended 31st March, 2025 has brought out that:

a. As per Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the Companies Act 2013, the Company is required to appoint requisite Independent Directors on the Board of the Company. However, the Board is not duly constituted in the absence of independent directors. Further, the requisite number of Independent Directors were not appointed on Board of the Company as contemplated in the Clause 3.1.4 of DPE Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSE) issued by the Department of Public Enterprises, 2010 (DPE). Accordingly, clause 3.1.4. i.e. at least 50% of members should be independent directors, has not been complied. Furthermore, the requirement of having at least half of the Board of Directors as Non-Executive Director and one independent woman director is not complied. However, the composition of the Board is not duly constituted in the absence of requisite number of Non Executive Directors and one independent woman director.

b. Further as per the provisions of the Section 177 of the Companies Act 2013, Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 4.1 of the DPE Guidelines issued by the Department of Public Enterprises, 2010, the Company was required to constitute an Audit Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the Audit Committee.

c. Further as per the provisions of the Section 178(1) of the Companies Act 2013, Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 5.1 of the DPE Guidelines issued by the Department of Public Enterprises, 2010, the Company was required to constitute NRC/Remuneration Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the NRC/Remuneration Committee.

d. Further as per Section 178(5) of the Companies Act, 2013 read with regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to constitute the Stakeholder Relationship Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the Stakeholders Relationship Committee.

e. Further the Company has not appointed a Woman Director on its Board as per the Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 (1) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f. Further as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to constitute the Risk Management Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the Risk Management Committee.

g. Further the Company has received email from BSE Limited and notice from National Stock Exchange of India Limited vide email for non- compliance with Regulations 17(1), 17(2A), 18 (1), 19, 20 and 21(2) of SEBI (LODR) Regulations, 2015 w.r.t Composition of Board of Directors including failure to appoint woman director, quorum of board meetings and constitution of various statutory committees viz Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee.

h. As per regulation 17(2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribes the quorum for every meeting of the board of directors shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director. However, in absence of Independent Directors on the Board, the company does not constitute a valid quorum.

In light of the aforesaid the National Stock Exchange ("NSE") and the Bombay Stock Exchange ("BSE") vide their letter(s)/email(s) dated levied fine(s) for the aforesaid non-compliance are as follows:

	Details of fine levied by Stock Exchanges during FY 2024-25
	BSE			NSE
Quarter	Fine levied on	Reply Letter send by Company	Fine Amount	Fine levied on	Reply Letter send by Company	Fine Amount
	FY 2023-24
Q4 March 2024	22-05-24	24-05-24	Rs. 1,68,740	22-05-24	24-05-24	Rs. 1,68,740
	FY 2024-25
Q1 June 2024	21-08-24	27-08-24	Rs. 11,92,980	21-08-24	27-08-24	Rs. 11,92,980
Q2 Sept 2024	21-11-24	25-11-24	Rs. 12,05,960	21-11-24	25-11-24	Rs. 12,05,960
Q3 Dec 2024	17-03-25	20-03-25	Rs. 14,23,080	17-03-25	19-03-25	Rs. 14,23,080

i. Shri Atul Ubale ceased to be a Director of the Company with effect from 24.02.2025. Following his cessation, the Boards composition became non-compliant with Section 149(1)(a) of the Companies Act, 2013 which mandates a minimum of three directors on the Board. This non-compliance continued until 15.04.2025, the date on which the Independent Director was appointed.

The Management views on the above observation are as follows:

In absence of Indepentent Directors, the Company could not constitute various committees required under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE Corporate Governance Guidelines. The Company being a Public Sector Undertaking (PSU), only the Competent Authority can appoint Director/(s) on Board. The Company through its Communication letters dated 13/04/2023, 02/05/2023, 13/06/2023, 17/08/2023, 21/08/2023, 18/09/2023, 09/01/2024, 11/03/2024, 28/03/2024, 28/05/2024, 03/06/2024, 29/08/2024, 25/11/2024, 04/12/2024, 02/01/2025, 06/02/2025, 27/02/2025 and 21/03/2025 had taken up this matter to Competent Authority with a request to appoint requisite number of Independent Directors on its Board. The response from Authority is awaited. In the light of the appointment of Prof. (Dr.) K. Jayaprasad as Independent Director on the Board of the Company with effect from 15^th April, 2025, the Company has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. However, the composition of members of the Audit Committee and Nomination and Remuneration Committee is not compliant with the relevant provisions.

52. AUDITORS REPORT

A. The Statutory Auditors have given an unqualified report on the Financial Statement of the Company for the Financial Year 2024-25.

B. The Comptroller and Auditor General of India had NIL comments for the year ended 31^stMarch 2025.

53. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) of the Company for the Financial Year 2024-25 is attached to the Directors Report and forms part of it.

54. 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 CAG Paras - NIL

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future - NIL

55. ACKNOWLEDGEMENTS

The Directors express their sincere gratitude for the help, guidance 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 and IWAI 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 and loyal service of SCI employees without whose co-operation and efforts the achievements made by your Company would not have been possible.

56. ANNEXURES

(1) Annual Report on CSR Activities 2024-2025

(2) Form No. AOC - 2

(3) Business Responsibility and Sustainability Reporting for the year ended 31^stMarch 2025

(4) Report of the Directors on Corporate Governance

For and on behalf of the Board of Directors	Sd/-
Shipping Corporation of India Land and Assets Limited	Chairman and Managing Director
Place: Mumbai	Capt. B. K. Tyagi
Date: 06.08.2025