Key Resolutions

Resolution 1: Ordinary Resolution

  • Purpose: Approve material related party transactions between Company and Sical Multimodal and Rail Transport Limited (SMART), step-down material subsidiary
  • Transaction Details: SMART to provide securities/guarantees for Company's credit facilities aggregating ₹115 crore from Axis Bank Limited
  • Security Instruments:
  • First pari-passu charge by way of mortgage over SMART's land and building at Vallur, Chennai, Tamil Nadu
  • Unconditional and irrevocable corporate guarantee
  • Other comforts/contractual undertakings as required by Bank

Resolution 2: Special Resolution

  • Purpose: Approve creation of mortgage on land and building of SMART
  • Mortgage Details:
  • First pari-passu charge on Vallur, Chennai property for securing ₹115 crore Axis Bank facilities
  • Second ranking charge on Anuppampattu village, Thiruvallur district property for securing ₹5.60 crore working capital term loan from HDFC Bank under ECLGS 5.0

Resolution 3: Ordinary Resolution

  • Purpose: Approve material related party transactions between Company and Pristine Malwa Logistics Park Private Limited, immediate holding company
  • Transaction Details: Pristine Malwa to provide securities/guarantees for Company's term loan facility of ₹85 crore from Axis Bank
  • Security Instruments:
  • Pledge of equity shares to maintain 1.25x security cover
  • Unconditional and irrevocable corporate guarantee
  • Other comforts/contractual undertakings

Financial Details

  • Total Facilities from Axis Bank: ₹115 crore (₹30 crore working capital + ₹85 crore term loan)
  • HDFC Bank WCTL: ₹5.60 crore under ECLGS 5.0
  • Transaction Values:
  • SMART transactions: Up to ₹11,500 lakhs (29.82% of annual consolidated turnover)
  • Pristine Malwa transactions: Up to ₹8,500 lakhs (22.04% of annual consolidated turnover)

Timeline and Voting Details

  • Cut-off Date: July 31, 2026
  • Remote e-voting Period: August 6, 2026 (9:00 AM IST) to September 4, 2026 (5:00 PM IST)
  • Result Declaration: Within 2 working days after e-voting conclusion
  • Scrutinizer: M/s KRA & Associates, Company Secretaries
  • E-voting Provider: CDSL

Related Party Information

Sical Multimodal and Rail Transport Limited (SMART)

  • Relationship: Step-down material subsidiary
  • Company Holding: 53.60% indirect holding
  • FY2026 Financials: Turnover ₹13,988 lakhs, PAT ₹841 lakhs, Net Worth ₹16,235 lakhs
  • Previous FY Transactions: Lease rent ₹62.40 lakhs, interest on loan ₹84.38 lakhs, loan repayment ₹108.45 lakhs

Pristine Malwa Logistics Park Private Limited

  • Relationship: Immediate holding company and promoter
  • Holding in Company: 73.50%
  • FY2026 Financials: Turnover ₹2,098.19 lakhs (unaudited), PAT ₹734.92 lakhs, Net Worth ₹9,874.66 lakhs
  • Previous FY Transactions: Lease payment ₹2,098.19 lakhs, equipment purchase ₹3,175.20 lakhs, loan transactions ₹1,200 lakhs

Voting Procedure

  • Electronic dispatch only to members with registered email IDs
  • Physical shareholders must register details via RTA portal https://wisdom.cameoindia.com/
  • Demat shareholders must update details with their depository participants
  • Helpdesk available for technical issues: CDSL (1800 21 09911), NSDL (022-4886 7000)

Document Availability

  • Company website: https://sical.in
  • Stock exchange websites: BSE (www.bseindia.com), NSE (www.nseindia.com)
  • CDSL website: www.evotingindia.com
  • Documents available for electronic inspection during voting period

Board Approval

  • Audit Committee approval: May 23, 2026
  • Board recommendation: May 23, 2026
  • Related parties will abstain from voting on relevant resolutions