Sical Logistics Seeks Shareholder Approval for RPT Modifications

Transaction Type: Modification of terms of an existing unsecured loan.
Loan Amount: Up to ₹150 crore (₹15,000 lakh).
Current Interest Rate: 12.5% per annum.
Proposed Interest Rate: 10% per annum.
Proposed Tenure Extension: Extended by up to 15 months, with a new maturity date of March 31, 2031.
Financial Year 2025-26 Transactions: Interest paid by Sical to Kanpur Logistics amounted to ₹1,463.00 lakh.
Current FY (2026-27) Transactions: Interest paid up to the preceding quarter was ₹405.14 lakh.
Value as % of Consolidated Turnover: The transaction value represents approximately 38.90% of the company's annual consolidated turnover for FY 2025-26.
Debt Metrics (Post-transaction): Debt to Equity Ratio: 1.85; Debt Service Coverage Ratio: 0.15.

Transaction Type: Approval and modification of terms of an unsecured loan.
Loan Amount: Up to ₹20 crore (₹2,000 lakh).
Current Interest Rate: 12.5% per annum.
Proposed Interest Rate: 10% per annum.
Proposed Tenure Extension: Extended by up to 20 months, with a new maturity date of March 31, 2031.
Financial Year 2025-26 Transactions: Various transactions with SMART totaled approximately ₹173.77 lakh (lease rent received), ₹62.40 lakh (services rendered), ₹108.45 lakh (loan repayment received), and ₹84.38 lakh (interest received). SMART also provided a mortgage charge valued at ₹25,000 lakh to secure Sical's obligations.
Current FY (2026-27) Transactions: Total transactions with SMART up to June 30, 2026, amounted to ₹2,000 lakh.
Value as % of Consolidated Turnover: The transaction value represents approximately 5.19% of the company's annual consolidated turnover for FY 2025-26.
Debt Metrics (Post-transaction): Debt to Equity Ratio: 0.87; Debt Service Coverage Ratio: 1.25.

Cut-off Date for Eligibility to Vote: Friday, November 06, 2026.
Commencement of Remote E-Voting: 09:00 a.m. IST on Friday, November 13, 2026.
Conclusion of Remote E-Voting: 05:00 p.m. IST on Saturday, December 12, 2026.
Date of Result Declaration: Within two (2) working days from the conclusion of the e-voting period.
Board/Audit Committee Approval Date: The proposed transactions were approved by the Audit Committee and recommended by the Board of Directors at their meetings held on August 14, 2026.

Listed Entity: Sical Logistics Limited (CIN: L51909TN1955PLC002431).
Related Party 1: Kanpur Logistics Park Private Limited (Fellow Subsidiary).
Related Party 2: Sical Multimodal and Rail Transport Limited (Step-down Material Subsidiary).
Registrar and Transfer Agent (RTA): Cameo Corporate Services Limited.
Depositories: National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
E-Voting Service Provider: Central Depository Services (India) Limited (CDSL).
Scrutinizer: M/s KRA & Associates, Company Secretaries (Firm Registration Number P2020TN082800).
Compliance Officer: Neeraj, Company Secretary (ICSI Membership No. A68626).

Item No. 1: The modification is intended to "optimize the Company's finance costs and provide greater financial flexibility while ensuring continued support" from Kanpur Logistics. The revised terms are expected to strengthen debt servicing capability.
Item No. 2: The revised terms are expected to "strengthen SMART's financial flexibility and support its ongoing business operations" while providing an appropriate return to Sical Logistics.

The postal ballot is conducted solely through remote e-voting; no physical documents are being sent.
The notice was dispatched to members on November 11, 2026.
Members as of the cut-off date (November 06, 2026) whose email IDs are registered are eligible.
Detailed instructions for e-voting for both demat and physical shareholders are provided in the notice.
Related parties are barred from voting on these resolutions as per Regulation 23(4).

As explicitly disclosed:

The modifications are expected to reduce interest outflow for Sical Logistics (Item 1) and for SMART (Item 2).
The extensions provide longer tenure for loan repayment.
The transaction with Kanpur Logistics is stated to be on an arm's length basis and in the ordinary course of business.

The Audit Committee and Board of Directors have reviewed and recommended the proposals.
The Audit Committee has reviewed certificates from the Whole-time Director and CFO confirming the transactions are in the company's interest.
No valuation or external party report was considered for these transactions.