Sical Logistics Ltd

Encumbrance details

• Target: Sical Logistics Limited.
• Promoter: Pristine Malwa Logistics Park Private Limited.
• Encumbrance type: pledge.
• Promoter holding pre-encumbrance: 5,86,41,903 shares (73.5%).
• Encumbered shares: 1,19,00,000 (14.92%).
• Date of encumbrance: 23.09.2026.
• Reason: to secure Rs 85 crore term loan.
• Lender: Axis Bank Limited; security trustee: CTL Trusteeship Limited.
• End use: to secure Axis Bank loan for Sical Logistics.
• Reporting date: 28.09.2026.

Sical Logistics Limited: Trading window closed from Oct 01, 2026 until 48 hours after unaudited Q2 & HY results for quarter and half-year ended Sep 30, 2026.

Encumbrance details

• Target: Sical Logistics Limited.
• Acquirer: CTL Trusteeship Limited (security trustee); PAC: AXIS Bank Limited.
• Acquirer not part of promoter/promoter group.
• Listed on BSE Limited and NSE.
• Pre-acquisition voting rights: Nil.
• Pre-acquisition encumbrances: Nil.
• Pre-acquisition VRs: Nil.
• Pre-acquisition warrants/convertibles: Nil.
• Pre-acquisition total: Nil.
• Encumbrance over 11,900,000 shares (14.92%).
• Post-acquisition voting rights: Nil.
• Post-acquisition encumbrances: 11,900,000 shares (14.92%).
• Total post-acquisition: 11,900,000 shares (14.92%).
• Mode of acquisition: Creation of Encumbrance over shares.
• Date of encumbrance: September 23, 2026.
• Equity share capital before: INR 79,78,48,700.
• Equity shares before: 7,97,84,870 of INR 10.
• Equity share capital after: INR 79,78,48,700.
• Equity shares after: 7,97,84,870 of INR 10.
• Total diluted share capital after: 7,97,84,870 shares.
• Salient features: Not Applicable.

Promoter pledge disclosure

• Promoter pledged 11.9 million Sical Logistics shares; value Rs 1,14,77,55,000.
• Mode: pledge through depository; intimation to company on 25/09/2026.
• Post-pledge promoter holding reported at 73.5%.

Appointment details

• Appointment of Mr. Neeraj as Company Secretary and Compliance Officer, KMP effective Sept 24, 2026.
• Recommended by the Nomination and Remuneration Committee.
• Designation under Section 203, Companies Act 2013 and Regulation 6(1), Listing Regulations.
• Profile: Mr. Neeraj CS with 8+ years' experience.

Pledge of shares to secure term loan

• Pledgor: Pristine Malwa Logistics Park Private Limited (promoter/holding company) pledges 1,19,00,000 Sical Logistics shares.
• Security Trustee: CTL Trusteeship Limited appointed to hold the security on behalf of the lender.
• Loan: Term loan facility up to Rs 85 crore from Axis Bank Limited.
• Security interest: First-priority over 1,19,00,000 shares until secured obligations are discharged.
• Control: No immediate change in management or control; voting rights retained by pledgor until default.
• Related party: Promoter/holding company related party; transaction at arm's length and ordinary course.
• Regulatory disclosures: SEBI LODR Regulation 30 disclosures; annexed SEBI circular referenced.
• Impact: Creation of security; may affect control upon default.
• Date: Deed executed on 15.09.2026.
• Counterparties: Axis Bank Limited (Lender), CTL Trusteeship Limited (Security Trustee).
• Term: Security continues until the secured obligations are fully discharged.

AGM notice and annual report access

• Dispatched letters with weblink and QR code for 71st AGM notice and FY2025-26 annual report to unregistered shareholders
• Notice and annual report will be hosted on the company website for access

Purpose and resolutions

• Purpose: approve related party transactions with SMART and Pristine Malwa; approve mortgage to secure facilities.
• Resolutions: 1 Ordinary (SMART), 2 Special (mortgage), 3 Ordinary (Pristine Malwa).

Resolution outcomes

• Resolution 1: Ordinary; related party with SMART; passed 99.77% in favour.
• Resolution 2: Special; mortgage on SMART land for up to Rs 115 crore; passed 99.98% in favour.
• Resolution 3: Ordinary; related party with Pristine Malwa; passed 99.77% in favour.

Shareholder data & dates

• Record date: 31 July 2026; shareholders on record: 40,727.
• Total shares on cutoff date: 79,784,870.
• Remote e-voting period: Aug 6–Sept 4, 2026.
• Promoter group abstained; no promoter votes polled.
• All resolutions passed by requisite majorities.

Financial performance

• Standalone revenue from operations rose to 16,477 lakhs.
• Standalone total income stood at 20,046 lakhs.
• Standalone PBT (before exceptional item) was (1,603) lakhs.
• Standalone exceptional item: 5,559 lakhs.
• Standalone profit after tax from continuing operations: 3,956 lakhs.
• Standalone total comprehensive income: 3,960 lakhs.
• Consolidated revenue from operations: 38,568 lakhs.
• Consolidated total income: 42,257 lakhs.
• Consolidated PBT (before exceptional item): 150 lakhs.
• Consolidated exceptional item: 5,559 lakhs.
• Consolidated profit after tax from continuing operations: 4,916 lakhs.
• Consolidated total comprehensive income: 4,973 lakhs.
• Rights issue: 1,45,35,790 shares at Rs 64; paid-up capital Rs 79.78 cr.
• Dividend for 2025-26: not declared.
• Consolidated EPS (basic/diluted) shown at 6.54; standalone 5.65.

Capital structure & dividend

• Authorized share capital unchanged at Rs 230 crore.
• Paid-up capital rose to Rs 79.78 crore via rights issue.
• Promoter holding reduced to 73.50% post rights issue.
• Rights issue ratio: 11 new shares for every 5 held.

Business developments & strategy

• Rights issue proceeds used for debt repayment; small variation observed.
• New overburden project with South Eastern Coalfields Limited valued ~ Rs 403,800 lakh.
• South Eastern Coalfields Ltd project provides long-term revenue visibility.
• Mining logistics, CFS, warehousing mix to drive cross-sell within Pristine Group.
• Sical SMART commenced commercial rail-linked terminal at Ponneri, Chennai.

Governance & board changes

• Board strength seven; independent directors three including one woman.
• Seshadri Rajappan re-appointed as Whole-Time Director for 3 years.
• Sharad Kumar appointed as independent director from Jan 14, 2026.
• Vinay Kumar Pabba resigned as independent director effective Jan 9, 2026.
• Independent directors declare independence; Sharad Kumar passed IICA proficiency.
• Audit committee re-constituted; Sharad Kumar joined Jan 14, 2026.
• Board met 11 times; attendance generally robust.

Audit, risk & internal controls

• Statutory auditor appointed: M/s CNGSN & Associates LLP for five years (2031).
• Secretarial auditor: M/s KRA & Associates; five-year term; no qualifications.
• Internal financial controls approved; direct reporting to audit committee.
• Going concern status without material impairment.

Subsidiaries & joint ventures

• Six direct subsidiaries; two indirect; one joint venture via SMART.
• Material subsidiaries: Sical Infra Assets Ltd, Sical Multimodal & Rail Transport, Pristine Value Logistics.
• PVLPL turnover Rs 8,145.34 lakhs; PAT Rs 125.86 lakhs.
• SMART turnover Rs 13,988 lakhs; PBT Rs 1,565 lakhs.
• Sical Sattva Rail Terminal Private Limited is a joint venture via SMART.

ESG, risk & sustainability

• ESG framework integrated; energy efficiency via LED lighting and eco-driving.
• Risk management policy in place; no material adverse events flagged.
• Environmental management standards aligned with ISO 14001/9001/45001.

Related party transactions & compliance

• Material related party transactions approved via postal ballot; disclosures in Form AOC-2.
• RPTs with PVLPL, PVL-related entities disclosed; notes to financials detail intra-group deals.