Sical Logistics Ltd Directors Report

Boards Report

Dear Members,

The board of directors ("Board") of Sical Logistics Limited ("Company") hereby present the 70^th annual report of the Company together with the audited financial statements for the financial year ended on March 31,2025.

1) Financial highlights:

The highlights of the standalone and consolidated financial performance of the Company for the financial year ended March 31,2025 are given below:

				(Amt. in Lakhs)
Particulars	Standalone		Consolidated
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Income
Revenue from operations	4,022	6,617	22,182	22,109
Other income	1,082	1,305	1,910	1,751
Total income	5,104	7,922	24,092	23,860
Profit/ (loss) before tax and exceptional item	(6,027)	(6,030)	(4,040)	(5,339)
Exceptional item	967	1,438	967	3,806
Profit/ (loss) after exceptional item from continuing operations	(5,060)	(4,592)	(3,073)	(1,533)
Tax expense:
Current tax	-	-	69	161
Prior year tax	(656)	-	(646)	-
Deferred tax	-	-	87	402
Minimum Alternate Tax	-	-	370	-
Minimum Alternate Tax credit entitlement	-	-	(354)	(110)
Profit/ (loss) after tax from continuing operations	(4,404)	(4,592)	(2,599)	(1,986)
Profit/ (loss) on discontinued operations	-	-	-	(844)
Share of (loss)/profit from joint venture	-	-	15	1
Total other comprehensive income/(loss)	(10)	5	(10)	(17)
Total comprehensive income/ (loss) for the year	(4,414)	(4,587)	(2,593)	(2,846)

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, are prepared in accordance with the Companies Act, 2013 ("Act") and Indian Accounting Standards ("Ind AS") as notified by the Ministry of Corporate Affairs and as amended from time to time.

2) State of Companys affairs:

The Company is engaged in providing integrated logistics services, focussed on handling and transportation of minerals and overburden associated with the mining operations. Its core services include loading, unloading and road transportation delivered on contractual basis. The Company operates at the contract sites located in the state of Madhya Pradesh and Odisha.

There has been no change in the nature of business of the Company during the year under review.

3) Transfer to reserves:

No amount has been transferred to reserves for the financial year ended March 31,2025. For details on the movement in reserves and surplus during the year under review, please refer to the statement of changes in equity included in the standalone financial statement.

4) Dividend:

The Board does not recommend any dividend for the financial year under review.

Further, there are no unpaid and unclaimed dividends pertaining to previous years. Accordingly, the requirement to transfer such amount to investor education and protection fund is not applicable to the Company.

5) Payment to the erstwhile financial creditors of the Company:

In accordance with the resolution plan approved by the Honble National Company Law Tribunal, Chennai Bench vide its order dated December 08, 2022, under the Insolvency and Bankruptcy Code, 2016, as amended, the Company has fully discharged the deferred debt obligations amounting to Rs. 331,00,00,000/- (Rupees three hundred thirty one crore only) to its erstwhile financial creditors, within the prescribed time limit.

6) Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and to the date of this report, except for the payment of final tranche of deferred debt obligations amounting to Rs. 226,00,00,000/- (Rupees two hundred twenty six crore only) to the erstwhile financial creditors in accordance with the resolution plan approved by the Honble National Company Law Tribunal, Chennai Bench vide its order dated December 08, 2022, under the Insolvency and Bankruptcy Code, 2016, as amended. This payment is expected to have positive impact on the Companys financial position.

7) Capital structure:

a) Authorised share capital

The members of the Company at its extra ordinary general meeting held on January 16, 2025, has increased the authorised share capital of the Company i.e., from Rs. 220,00,00,000/- (Rupees two hundred twenty crore only) divided into 7,00,00,000 (seven crore) equity shares of Rs.10/- (Rupees ten only) each and 15,00,00,000 (fifteen crore) preference shares of Rs. 10/- (Rupees ten only) each to Rs. 230,00,00,000/- (Rupees two hundred thirty crore only) divided into 8,00,00,000 (eight crore) equity shares of Rs. 10/- (Rupees ten only) each and 15,00,00,000 (fifteen crore) preference shares of Rs. 10/- (Rupees ten only) each.

b) Paid-up share capital

During the year under review, the paid-up share capital of the Company remained same i.e., Rs. 65,24,90,800/- (Rupees sixty five crore twenty four lakh ninety thousand eight hundred only) divided into 6,52,49,080 (six crore fifty two lakh forty nine thousand eighty) equity shares of Rs. 10/- each.

8) Minimum public shareholding:

In accordance with the proviso to Rule 19A (5) of Securities Contracts (Regulations) Rules, 1957, as amended, read with Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Company has, during the year under review, met the requirement of maintaining a public shareholding of 10%, as applicable to the Company. This was achieved by reducing the promoters shareholding from 95.00% to 90.00%.

Subsequent to the end of the financial year March 31, 2025, the Company has taken further steps towards meeting the mandatory requirement of maintaining a minimum public shareholding of 25% as prescribed under the Rule 19A (5) of Securities Contracts (Regulations) Rules, 1957, as amended, read with Regulation 38 of the Listing Regulations. In this regard, the Companys promoter i.e., Pristine Malwa Logistics Park Private Limited has sold 0.13% of the total paid-up share capital of the Company through the open market, resulting in an increase in the public shareholding from 10.00% to 10.13%.

9) Qualified Institutions Placement ("QIP"):

The members of the Company at its extra ordinary general meeting held on January 16, 2025, had approved the issuance of equity shares and/or equity linked securities through QIP for an aggregate amount not exceeding Rs.250,00,00,000/- (Rupees two hundred fifty crore only) to the qualified institutional buyers, in accordance with the Act, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2015, as amended from time to time, and other applicable laws.

However, the Company has not proceeded with the QIP as of the date of this report, as the management is still in the process of evaluating the market conditions and identifying suitable qualified institutional buyers.

The Board will take appropriate steps to initiate the QIP at a suitable time, considering the market conditions and other relevant factors.

10) Annual return:

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, the annual return of the Company in the prescribed form MGT-7 will be available on the website of the Company at https://sical.in.

11) Directors and key managerial personnel:

a) Directors:

The Board has a good and diverse mix of executive, non-executive, and independent directors, thereby ensuring a balanced structure that supports effective oversight, accountability, and strategic guidance in accordance with the applicable statutory and regulatory framework.

As on March 31, 2025, the Board of the Company has seven (7) directors comprising of one (1) director in the category of key managerial personnel as whole-time director, three (3) non-executive & non- independent directors and three (3) non-executive & independent directors including one (1) independent women director.

Further, the following changes took place during the financial year ended March 31, 2025 and up to the date of this report:

Appointment:

On May 16, 2024, the Board, appointed Mr. Satishkumarreddy Mulamreddy (DIN: 09199183) and Ms. Neelaveni (DIN: 09042292) as additional directors under the category of independent director. Mr. Satishkumarreddy Mulamreddy (DIN: 09199183) was also elected as chairman of the Company.

The members of the Company had approved their appointment on the Board through postal ballot on August 07, 2024. The terms and conditions of their appointment are given below:

S. No. Name of the director	DIN	Terms and conditions of the appointment
1 Satishkumarreddy Mulamreddy	09199183	Appointed as independent director of the Company for a term of three (3) consecutive years with effect from May 16, 2024 to May 15, 2027, and his office is not liable to retire by rotation.
2 Neelaveni	09042292	Appointed as independent director of the Company for a term of three (3) consecutive years with effect from May 16, 2024 to May 15, 2027, and her office is not liable to retire by rotation.

Resignation:

Ms. Anuradha Mukhedkar (DIN: 09564768) has resigned from the position of independent director and chairperson of the Company, due to her personal commitments with effect from closing business hour of April 26, 2024.

Director retiring by rotation:

In accordance with the provisions of Section 152 and other applicable provisions of the Act, Mr. Amit Kumar (DIN: 01928813) is retiring by rotation at the 70^th Annual General Meeting of the Company. Being eligible, he has offered himself for re-appointment at the ensuing annual general meeting. He has consented to and is not disqualified from being re-appointed as director in terms of Section 164 of the Act read with applicable rules made thereunder.

Considering his vast experience, knowledge, skills and expertise, the nomination and remuneration committee and the Board has recommended the re-appointment of Mr. Amit Kumar at the ensuing annual general meeting. The information as required pursuant to the Regulation 36 (3) of the Listing Regulations and Clause 1.2.5 of the secretarial standard on general meetings (SS-2) in respect of Mr. Amit Kumar seeking re-appointment at the 70^th Annual General Meeting is annexed to the notice of the ensuing annual general meeting.

Independent directors and their declarations:

As on March 31, 2025, Mr. Vinay Kumar Pabba, Mr. Satishkumarreddy Mulamreddy and Ms. Neelaveni are the independent directors on the Board. They have given declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence.

In terms of Section 150 of the Act read with the rules made there under, the Company has received confirmation from all the independent directors, that they are registered on the independent directors database maintained by the Indian Institute of Corporate Affairs ("MCA"). Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the independent directors of the Company, except Mr. Vinay Kumar Pabba, are exempted from taking online proficiency self-assessment test conducted by IICA. Mr. Vinay Kumar Pabba had successfully passed the requisite online proficiency self-assessment test in compliance with the said rule. Also, all the independent directors have confirmed that they are complying with the code for independent directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, the independent directors possess the requisite expertise, skill, experience (including the proficiency) and knowledge and are persons of integrity and repute. They fulfil the conditions specified in the Act, rules made thereunder and in Listing Regulations and are independent of the management.

b) Key managerial personnel:

During the year under review, there has been no change in the key managerial personnel of the Company. Mr. Seshadri Rajappan (DIN: 00862481), whole-time director, Mr. K. Rajavel, chief financial officer and Ms. Vaishali Jain (ICSI Membership No. A58607), company secretary and compliance officer, continued to be the key managerial personnel of the Company.

12) Number of meetings of the Board:

The Board met eight (8) times during the financial year ended March 31,2025. The meetings were held in accordance with provisions of the Act and the relevant rules made thereunder and the Listing Regulations.

The particulars of the meetings held and attendance of the directors in the meetings are detailed in the corporate governance report, which forms an integral part of this annual report.

13) Committees of the Board:

The Board has following committees to deal with specific areas and activities which concern the Company and requires a closer review for making informed decision within the authority delegated to each of the committees:

a) Audit committee

b) Nomination and remuneration committee

c) Stakeholders relationship committee

d) Corporate social responsibility committee

e) Fund raising committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the corporate governance report, which forms an integral part of this annual report. Further, during the year under review, all recommendations made by the committees were considered and accepted by the Board.

14) Performance evaluation of the Board, its committees and individual directors:

The annual performance evaluation of the Board, its committees and individual directors was conducted in accordance with the provisions of the Act and the Listing Regulations through structured questionnaires, designed on the basis of criteria outlined in the guidance note on board evaluation issued by the Securities and Exchange Board of India and feedback based on ratings.

The nomination and remuneration committee evaluated the performance of every director of the Company based on the criteria such as participation at the meetings, attendance records, fulfilment of their functions, roles and responsibilities and commitment towards the Companys objectives.

The Board evaluated the performance of its committees based on the criteria such as composition of each committee, the quality and timeliness of recommendations provided, effectiveness in fulfilling assigned roles and responsibilities and frequency of its meeting.

The Board (excluding the independent director being evaluated) evaluated the performance of independent directors on the basis of their ability to offer independent and unbiased opinion, their contribution in resolving issues during meetings, attendance records, participation in the meetings, overall fulfilment of their functions, roles and responsibilities. Further, the Board evaluated the performance of the executive directors based on the criteria such as their role in providing assistance, support and directions to the Company.

The independent directors at their separate meeting (without the attendance of non- independent directors and members of the management) held on March 27, 2025, reviewed the performance of the chairperson of the Company, non-independent directors and the board as a whole. The independent directors also assessed the quality, quantity and timeliness of the flow of information from the management to the Board, necessary for effectively and reasonably performing its duties.

The Board expressed their satisfaction towards the process followed by the Company for evaluating the performance of the individual directors, Board and its committees.

15) Policy on directors appointment and remuneration:

The Board, based on the recommendation of the nomination and remuneration committee, has framed a policy on directors appointment and remuneration. This policy outlines the criteria for determining qualifications, positive attributes and independence of a director as well as framework for remuneration of the directors, key managerial personnel and senior management.

The policy has been posted on the website of the Company at https://sical.in/investors/policies.

It is hereby affirmed that the remuneration paid to the directors, key managerial personnel and senior management is in line with the remuneration policy of the Company.

16) Familiarisation programme for independent directors:

The details of the familiarisation programme for independent directors are given in the corporate governance report, which forms an integral part of this annual report.

17) Risk management:

The Company is not required to constitute a risk management committee, as it does not fall within the scope of Regulation 21 of the Listing Regulations. However, the Company has put in place a risk management policy, for monitoring, mitigating, reporting and effectively managing the risks that are envisaged on the conduct of business wherein all material risks faced by the Company are identified and assessed.

18) Vigil mechanism/whistle blower policy:

The vigil mechanism/whistle blower policy provides a mechanism for the directors, employees and stakeholders to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct and provides adequate safeguard against victimization to those who use such mechanism. The policy also makes provision for direct access to the chairperson of the audit committee in exceptional cases. The details of the policy as well as establishment of vigil mechanism are available on the website of the Company at https://sical.in/investors/policies.

19) Corporate social responsibility:

During the year under review, the Company was not required to incur any expenditure on corporate social responsibility ("CSR") activities, as the average net profit of the Company for the three (3) immediately preceding financial years was negative. Accordingly, the annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is not applicable to the Company for the year under review.

The CSR policy is available on the website of the Company at https://sical.in/investors/policies. Further, the details regarding the terms of reference of the CSR committee are provided in the corporate governance report.

20) Subsidiaries, joint ventures or associate companies:

As on March 31, 2025, the Company has six (6) direct subsidiary companies, two (2) indirect subsidiary companies and one (1) joint venture through indirect subsidiary company as per the details given below:

S. No.	Name of the company	Relationship
1	Sical Infra Assets Limited	Subsidiary company
2	Sical Multimodal and Rail Transport Limited	Indirect subsidiary company
3	Sical Bangalore Logistics Park Limited	Indirect subsidiary company
4	Pristine Value Logistics Private Limited (Formerly known as Patchems P Limited)	Wholly owned subsidiary company
5	Sical Supply Chain Solutions Limited	Wholly owned subsidiary company
6	Sical Iron Ore Terminal (Mangalore) Limited	Wholly owned subsidiary company
7	Sical Mining Limited	Wholly owned subsidiary company
8	Sical Washeries Limited	Wholly owned subsidiary company
9	Sical Sattva Rail Terminal Private Limited	Joint venture through indirect subsidiary company

During the year under review, no company ceased to be the subsidiary or joint venture of the Company.

In terms of the Companys policy for determining ‘Material Subsidiary of the Company, Sical Infra Assets Limited, Sical Multimodal and Rail Transport Limited and Pristine Value Logistics Private Limited are considered as material subsidiary of the Company, as their turnover or net worth exceeded 10% of the consolidated turnover or net worth of the Company in the immediately preceding financial year.

Sical Infra Assets Limited is engaged in the business of providing logistics and related services through its subsidiary companies i.e., Sical Multimodal and Rail Transport Limited and Sical Bangalore Logistics Park Limited.

Sical Multimodal and Rail Transport Limited ("SMART") is engaged in operating container freight stations at Chennai, Visakhapatnam and Tuticorin. During the financial year ended March 31, 2025, SMART has made progress on the development of its rail-linked cargo terminal in Chennai. The terminal is being constructed on the SMARTs own land parcel and is strategically located near key maritime port, offering significant potential for multimodal logistics integration. This infrastructure project is expected to commence its operations in the financial year 2025-26 and is anticipated to play a pivotal role in enhancing its logistics capabilities and contributing to future revenue growth. Further, during the financial year ended March 31, 2025, SMART registered a turnover of Rs. 12,002 lakhs (previous year Rs. 10,435 lakhs) and recorded profit before taxes of Rs. 1,798 lakhs as against the previous years figures of Rs. 537 lakhs. Sical Sattva Rail Terminal Private Limited is the joint venture of SMART.

Pristine Value Logistics Private Limited ("PVLPL") engaged in the business of providing integrated warehousing and distribution services to various key industries such as electrical and electronics, paints, renewable energy, pharmaceutical, construction, and beverages. Its services include handling of inward and outward stocks, purchase order management, order processing, inventory management, and transportation. It operates a network of nineteen (19) warehouses with a total warehousing space of 11,52,158 square feet located in four (4) states of India, namely, Maharashtra, Goa, Chhattisgarh and Uttar Pradesh. In line with its strategic growth objectives, PVLPL recently entered the national super stockist model within pharmaceutical sector, aiming to have high growth and value addition in the health care industry. During the financial year ended March 31, 2025, PVLPL registered a turnover of Rs. 6,199.48 lakhs (previous year Rs. 5,097.94 lakhs) and recorded profit before taxes of Rs. 209.57 lakhs as against the previous years figures of Rs. 192.07 lakhs.

During the year under review, there has been no material change in the nature of the business of the subsidiary companies.

In accordance with the Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed as Annexure I and forms an integral part of this report. The statement also provides details of performance and financial position of each of the subsidiaries and joint venture.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, audited financial statements of the subsidiaries and all other related documents which are required to annexed to the financial statements of the Company will also be kept open for inspection by any member. Members seeking to inspect these documents can send an e-mail at cs@pristinelogistics.com mentioning their name, DP ID & Client ID/folio number and permanent account number (PAN) and the same are also available on the Companys website at https:// sical.in.

21) Consolidated financial statement:

In addition to the standalone financial statement of the Company, the consolidated financial statement is also being presented to the members of the Company. The consolidated financial statement of the Company has been prepared in accordance with the Act and the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

The audited consolidated financial statement together with the independent auditors report thereon forms an integral part of the annual report.

22) Adequacy of internal financial control system with reference to financial statement:

The preparation of the financial statements is pursuant to the control criteria defined considering the essential components of internal control - as stated in the "Guidance Note on Audit of Internal Financial Controls over Financial Reporting" issued by the Institute of Chartered Accountants of India. The control criteria ensure the orderly and efficient conduct of the Companys business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Based on the assessment carried out by the management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has effective internal financial control systems reference to financial statement.

23) Auditors and their reports:

Statutory auditor:

The members of the Company at their 68^th Annual General Meeting held on September 29, 2023, approved the appointment of M/s SRSV & Associates, Chartered Accountants (Firm registration number: 015041S), as the statutory auditor of the Company for a period of three (3) years i.e., from the conclusion of 68^th Annual General Meeting till the conclusion of 71^st Annual General Meeting to be held in the year 2026.

Statutory auditors report:

No qualifications, reservations, adverse remarks or disclaimer were made by the statutory auditor in their report on the financial statement for the financial year ended March 31,2025.

Secretarial auditor:

M/s KRA & Associates, Practicing Company Secretaries (Firm Registration Number P2020TN082800 and Peer Review Number 5562/2024), was appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year ended March 31,2025, as required under Section 204 of the Act and the Regulation 24A of the Listing Regulations.

In line with the amended Regulation 24A of the Listing Regulations, the Board, based on the recommendation of the audit committee, has appointed (subject to the approval of the members in the ensuing annual general meeting of the Company) M/s KRA & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for a term of five (5) consecutive years, commencing from the financial year 2025-26 till the financial year 2029-30 i.e., April 01,2025 to March 31, 2030.

The Board has recommended, the appointment of M/s KRA & Associates, Practicing Company Secretaries, as secretarial auditor of the Company, for the approval of the members at the ensuing annual general meeting of the Company.

The brief profile and other requisite information of M/s KRA & Associates, Practicing Company Secretaries, as required under Regulation 36(3) of the Listing Regulations, is annexed to the notice of the ensuing annual general meeting.

Secretarial auditors report:

The secretarial audit report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

The secretarial audit reports of the Company and its material subsidiaries, i.e., Sical Infra Assets Limited, Sical Multimodal and Rail Transport Limited and Pristine Value Logistics Private Limited are annexed as Annexure II and form an integral part of this report.

Internal auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, as amended, M/s D. Rangaswamy & Co., Chartered Accountants, was appointed as internal auditor by the Board to conduct internal audit of the Company for the financial year 2024-25.

M/s D. Rangaswamy & Co., Chartered Accountants maintained a direct reporting relationship with the audit committee. This reporting structure enabled prompt identification and escalation of issues warranting the audit committees attention, thereby supporting the audit committee in discharging its oversight responsibilities and in upholding the highest standards of corporate accountability and integrity.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors:

During the year under review, the auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act to the audit committee, the Board or to the Central Government.

24) Particulars of loan, guarantee or investment under Section 186 of the Companies Act, 2013:

The Company is engaged in the business of providing integrated logistics services which falls under the infrastructural facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable to the Company to the extent of loans given, guarantees or securities provided, or any investment made. Further, the details of loans given, guarantees or securities provided, or any investment made, if any, are provided in the notes to the financial statement.

25) Deposits:

The Company did not accept any deposits within the meaning of the provisions of Chapter V (Acceptance of deposits by companies) of the Act during the year under review. Neither any deposit is unclaimed or unpaid during the financial year ended March 31, 2025.

26) Secretarial standards:

The Company complies with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

27) Conservation of energy, technology absorption, foreign exchange earnings and outgo:

a) Conservation of energy

The Company is committed to energy conservation and as a socially responsible entity, the Company continuously monitors its operations to ensure environmental sustainability. The Company has implemented various energy conservation techniques throughout its operations, contributing to improved energy efficiency and a reduction in overall energy costs.

During the year under review, the Company has taken following steps in the direction of energy conservation.

i. Installation of LED lighting and smart energy management systems

The Company has installed a smart energy management system to monitor and manage energy usage throughout its operations. This system helps in identifying the areas where energy can be conserved. Additionally, the traditional sodium lights have been replaced with modern LED lighting. These measures have resulted in reduced electricity consumption and corresponding decrease in the overall impact on the environment.

ii. Adoption of green energy through solar power

As part of its ongoing commitment to renewable energy and sustainability, the Company has installed solar power systems at multiple locations within its project areas. These solar panels help in generating clean and renewable energy on-site, thereby reducing dependency on conventional power sources. This initiative supports the Companys efforts toward greener operations.

iii. Use of energy-efficient electrical equipment

The Company has prioritised the use of 5-star rated and energy-efficient electrical equipment, throughout its operations. This initiative has helped in reducing electricity consumption and lowering operating costs and reinforcing the Companys broader commitment to sustainability and responsible resource management.

As a part of its broader commitment to sustainability, the Company has taken steps in utilizing alternate source of energy by installing solar power systems at project locations, to further enhance energy efficiency and minimize environmental impact.

During the year under review, the Company, including its subsidiaries, incurred capital expenditure up to an amount of Rs. 30,00,000/- (Rupees thirty lakhs only) towards ongoing initiatives focused on improving energy efficiency and promoting sustainable operations.

b) Technology absorption

The Company remains focused on leveraging innovation and technological advancement as key enablers of sustainable growth. With a strategic approach to technology adoption, the Company actively monitors and evaluates emerging technologies that align with its goals of cost-efficiency and environmental sustainability. This includes the integration of digital tools, smart energy solutions, and sustainable operational practices. As a result of these efforts, the Company has witnessed various benefits, such as, improved safety standards, reduced energy consumption, and lower operating costs.

c) Foreign exchange earnings and outgo

During the year under review, there was no transaction involving foreign exchange earnings and outgo.

28) Particulars of contracts or arrangement with related parties:

All the related party transactions entered during the year under review were in ordinary course of the business and at arms length basis and in compliance with the Act and the Listing Regulations.

Subsequent to the end of the financial year March 31,2025, the Company entered certain material related party transactions i.e., transaction with a related party exceeding Rupees 1000 crore or 10% of the annual consolidated turnover of the Company, whichever is lower, as per the last audited financial statement of the Company. These transactions were duly approved by the members of the Company through postal ballot on May 06, 2025, June 09, 2025 and August 07, 2025, in accordance with the Act and the Listing Regulations.

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure III to this report. Further, the disclosure pertaining to the transactions with the entities belonging to the promoter/ promoter group holding more than 10% of the shareholding in the Company, as mandated under Para A Schedule V of the Listing Regulations along with the additional disclosure as required under the Indian Accounting Standard (Ind AS 24- Related Party Disclosures) are provided in the notes to the financial statements, which form an integral part of this annual report.

29) Manpower strength:

As of March 31, 2025, the Company employs total of thirty-five (35) individuals, comprising twenty-eight (28) males and seven (7) females. The Company currently does not have any transgender employees.

30) Particulars of employees and remuneration:

There were no employees who were employed throughout the year and were in receipt of remuneration aggregating Rs. 1.02 crore or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 8.50 lakh per month or more during the financial year ended March 31, 2025. Disclosure pertaining to remuneration and other details required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure IV and forms an integral part of this report.

31) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is committed to providing a safe and conducive environment for all its employees. The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said policy, the Company has an internal complaints committee to redress complaints received regarding sexual harassment.

The requisite details as required under Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, are given below:

a) Number of complaints of sexual harassment received in the year	: None
b) Number of complaints disposed off during the year	: Not Applicable
c) Number of cases pending for more than ninety days	: None

32) Compliance with Maternity Benefit Act, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the said Act including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and human resource policies are in place to uphold the spirit and letter of the legislation.

33) Corporate Governance:

Pursuant to Regulation 34 of the Listing Regulations, corporate governance report along with the certificate from practicing company secretary, confirming compliance with the conditions of corporate governance as stipulated in Regulation 34 read with Schedule V of the Listing Regulations forms an integral part of this annual report.

34) Suspension of trading:

The details pertaining to suspension of trading in shares of the Company during the year under review are disclosed in the corporate governance report, which forms an integral part of this annual report.

35) Management discussion and analysis:

The management discussion and analysis report for the financial year ended March 31, 2025, as required under the Regulation 34 of the Listing Regulations, is annexed separately forming part of this annual report.

36) Directors responsibility statement:

To the best of knowledge and beliefs, the Board make the following statements in terms of Section 134(3)(c) of the Act:

a) in the preparation of the annual accounts for the financial year ended on March 31,2025, the applicable accounting standards had been followed and no material departures have been made from the same;

b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2025 and of the profit/loss of the Company for the year under review;

c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) the internal financial controls were in place and such internal financial controls were adequate and were operating effectively; and

f) the Board has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37) Other disclosures:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

• The Company has not issued sweat equity shares.

• The Company has not implemented any employee stock option scheme.

• No corporate action required to be implemented by the Company.

• The Companys whole-time director did not receive any remuneration or commission from Companys holding company or from any subsidiaries of the Company.

• There was no revision made in financial statement or the directors report of the Company.

• There has been no change in the nature of business of the Company.

• The Company has not obtained any credit rating of its securities.

• No significant and material order were passed by the regulators or courts or tribunals or statutory and quasi-judicial body which impact going concern status and Companys operations in future.

• Neither an application has been made nor any proceeding is pending before National Company Law Tribunal for corporate insolvency process under the Insolvency and Bankruptcy Code, 2016.

• There is no incidence of one-time settlement in respect of any loan taken from the banks or financial institutions during the year under review. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

Acknowledgements

The Board acknowledge and thanks all the stakeholders of the Company including its employees, customers, shareholders, bankers, vendors, lenders, regulatory and government authorities and stock exchanges for their support and cooperation. The Board looks forward to their continued support in future.

	For and on behalf of the board of directors
	Sical Logistics Limited
	(Sanjay Mawar)	(Amit Kumar)
	Director	Director
	DIN:00303822	DIN:01928813
Place : New Delhi
Date : September 02, 2025