The board of directors (“Board”) of Sical Logistics Limited (“Company”) hereby present the 71^st annual report of the Company
together with the audited financial statements for the financial year ended on March 31,2026.

1) Financial highlights:

The highlights of the standalone and consolidated financial results of the Company for the financial year ended March 31,
2026, are given below:

(Amt. in lakhs)

The standalone and consolidated financial statements of the Company for the financial year ended March 31,2026, 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 Company’s affairs:

The Company is engaged in providing integrated logistics services, with a primary focus on mining logistics, including the
handling and transportation of minerals and overburden removal associated with mining operations. Its core service
comprises of loading, unloading, and road transportation, which are executed on a contractual basis.

During the year under review, the Company continued to execute the contract for the excavation and transportation of
overburden at the Nigahi Open Cast Project in Singrauli, Madhya Pradesh. Further, the Company has received a letter of

acceptance from South Eastern Coalfields Limited for an overburden excavation and removal project at the Porda Chimtapani
Opencast Project in Raigarh, Chhattisgarh, with a contract value of ~ Rs. 403,800 lakh (inclusive of GST). The contract is
awarded for approximately 11 years and 7 months, providing a stable and visible revenue baseline over the long term.

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

3) Transfer to reserves:

The profit of Rs. 3,956 lakhs earned during the financial year ended March 31, 2026 has been transferred to retained
earnings to strengthen the business of the Company. For details on the movement in retained earnings during the year,
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) Completion of settlement under the approved resolution plan:

During the financial year under review, the Company paid the final tranche of the resolution amount of Rs. 22,600 lakh,
thereby completing the settlement obligations specified under the resolution plan approved by the Hon’ble National Company
Law Tribunal, Chennai Bench, vide its order dated December 8, 2022, under the Insolvency and Bankruptcy Code, 2016,
as amended.

The completion of this settlement is expected to further strengthen the Company’s financial position, enhance stakeholder
confidence, and provide a strong foundation for sustainable long-term growth.

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.

7) Amalgamation of Promoter with Promoter Group Entity:

Pristine Malwa Logistics Park Private Limited, the promoter and holding company of the Company (“Promoter”) and
Pristine Logistics & Infraprojects Limited, the promoter group entity and ultimate holding company of the Company (“Promoter
Group Entity”), approved the scheme of amalgamation of Promoter with the Promoter Group Entity and their respective
shareholders and creditors under Section 233 of the Act read with the rules framed thereunder (“Scheme”).

On the Scheme coming into effect, the Promoter shall stand dissolved without going through the process of winding up
and shall be succeeded by the Promoter Group Entity as promoter of the Company, resulting in no change in the management
and control of the Company.

8) Minimum public shareholding:

In accordance with the 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, during the year under review, achieved the minimum public shareholding
of 25% through rights issue of 1,45,35,790 fully paid-up equity shares of face value of Rs. 10 each of the Company at an
issue price of Rs. 64 per rights equity share (including a premium of Rs. 54 per rights equity share) aggregating to Rs.
9,303 lakhs to the public shareholders of the Company.

9) Variation in utilization of funds:

Up to the date of this report, the Company has fully utilized the funds raised through the rights issue for the objects
specified in the letter of offer dated February 16, 2026. However, there has been a variation between the amount originally
allocated and the amount utilized as set out below:

10) Capital structure:

a) Authorised share capital

During the year under review, the authorised share capital of the Company remained same at 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

Pursuant to the allotment of 1,45,35,790 equity shares of Rs. 10 each under rights issue on March 12, 2026, the paid-
up share capital of the Company has increased during the year under review from 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 to Rs. 79,78,48,700/- (Rupees seventy nine crore seventy eight
lakh forty eight thousand seven hundred only) divided into 7,97,84,870 (seven crore ninety seven lakh eighty four
thousand eight hundred seventy) equity shares of Rs. 10 each.

The details pertaining to the corporate action(s) implemented for the aforesaid change are disclosed in the corporate
governance report, which forms an integral part of this annual report.

11) 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.

12) 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, 2026, 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 31,2026 and up to the date of this
report:

Appointment/Re-appointment:

On the recommendation of nomination and remuneration committee, the Board, at its meeting held on November 12,
2025, re-appointed Mr. Seshadri Rajappan (DIN:00862481) as a whole-time director of the Company for a second
term. The members of the Company had approved his re-appointment on the Board through postal ballot on January
09, 2026.

Further, on January 14, 2026, the Board, on the recommendation of nomination and remuneration committee, appointed
Mr. Sharad Kumar (DIN:11286544) as additional director under the category of independent director. The members of
the Company had approved his appointment on the Board through postal ballot on April 10, 2026.

The terms and conditions of their appointment/re-appointment are given below:

Resignation:

Mr. Vinay Kumar Pabba (DIN: 02711931) has resigned from the position of independent director of the Company, due
to his personnel commitments with effect from January 09, 2026.

Director retiring by rotation:

In accordance with the provisions of Section 152 and other applicable provisions of the Act, Mr. Sanjay Mawar (DIN:
00303822) is retiring by rotation at the 71^st 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 have recommended the re-appointment of Mr. Sanjay Mawar 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. Sanjay Mawar seeking re-appointment at the 71^st Annual
General Meeting is annexed to the notice of the ensuing annual general meeting.

Independent directors and their declarations:

As on March 31,2026, Mr. Sharad Kumar, 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 (“IICA”). 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. Sharad Kumar, are
exempted from taking online proficiency self-assessment test conducted by IICA. Mr. Sharad Kumar 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 read
with rules made thereunder and the 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.

However, after the end of financial year, Ms. Vaishali Jain resigned from the position of company secretary and
compliance officer of the Company with effect from close of business hours of July 03, 2026, to pursue better career
growth opportunities.

Further, Mr. K. Rajavel stepped down from the position of chief financial officer of the Company with effect from close
of business hours of July 09, 2026, to devote his full time and attention to his responsibilities as chief financial officer
of Sical Multimodal and Rail Transport Limited, step-down material subsidiary company of the Company.

In order to fill the casual vacancy in the office of chief financial officer, the Board, at meeting held on July 30, 2026,
appointed Mr. V.T. Doraivel Krishnan as the chief financial officer of the Company.

13) Number of meetings of the Board:

The Board met eleven (11) times during the financial year ended March 31,2026. 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.

14) 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 decisions 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.

15) 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 Company’s 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 employees of the Company.

The independent directors at their separate meeting (without the attendance of non- independent directors and members
of the management) held on March 26, 2026, 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 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.

16) 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.

17) 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.

18) 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.

19) 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 behavior, 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.

20) 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.

21) Subsidiaries, joint ventures or associate companies:

As on March 31,2026, 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:

*The application filed by Sical Iron Ore Terminal (Mangalore) Limited under Section 10 of Insolvency and Bankruptcy
Code, 2016, as amended, seeking initiation of the corporate insolvency resolution process against it has been admitted by
the National Company Law Tribunal, Chennai bench vide its order dated August 07, 2026.

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

In terms of the Company’s 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 and 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”) operates container freight stations at Chennai, Visakhapatnam
and Tuticorin. During the year under review, SMART commenced the commercial operations of its rail linked freight
terminal at Ponneri, Chennai. This addition is expected to strengthen SMART’s integrated logistics business, enhance
operational efficiencies, and support future business growth by expanding its rail-linked cargo handling capabilities and
revenue-generating potential. Further, during the financial year ended March 31,2026, SMART registered a turnover of
Rs. 13,988 lakhs (previous year Rs. 12,002 lakhs) and recorded profit before taxes of Rs. 1,565 lakhs as against the
previous year’s figures of Rs. 1,798 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 twenty- three (23) warehouses with
a total warehousing space of 12,19,613 square feet located in four (4) states of India, namely, Maharashtra, Goa,
Chhattisgarh and Karnataka. Since April 2026, the company has expanded to Kerala, Haryana, Ahmedabad, and Punjab
will elevate the footprint to eight (8) states. In line with its strategic growth objectives, PVLPL 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, 2026, PVLPL registered a turnover of Rs. 8,145.34 lakhs (previous year Rs.
6,199.48 lakhs) and recorded profit before taxes of Rs. 194.63 lakhs as against the previous year’s figures of Rs. 209.57
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 Company’s website at https://
sical.in.

22) 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 auditor’s report thereon forms an integral part
of the annual report.

23) 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 Company’s 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.

24) Auditors’ and their reports:

Statutory auditor:

At the 68^th Annual General Meeting of the Company held on September 29, 2023, the members had re-appointed M/s.
SRSV & Associates, Chartered Accountants (Firm registration number: 015041S) as the statutory auditor of the Company
for a term of 3 (three) consecutive years from the conclusion of the 68^th Annual General Meeting till the conclusion of the
71^st Annual General Meeting of the Company. Accordingly, the tenure of M/s. SRSV & Associates, Chartered Accountants,
will end at the conclusion of the ensuing annual general meeting of the Company.

The Board, on the recommendation of the audit committee, has considered the appointment of M/s. CNGSN & Associates
LLP, Chartered Accountants (Firm registration number: 004915S), in place of M/s. SRSV & Associates, Chartered
Accountants (Firm registration number: 015041S) as the statutory auditor of the Company.

As M/s. CNGSN & Associates LLP, Chartered Accountants are eligible and have expressed their willingness to act as
statutory auditor of the Company, the Board has recommended to the members, the appointment of M/s. CNGSN &
Associates LLP, Chartered Accountants, as the statutory auditor of the Company for an initial term of five (5) consecutive
years from the conclusion of the 71^st Annual General Meeting till the conclusion of the 76^th Annual General Meeting of the
Company to be held in the year 2031.

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

Statutory auditor’s 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 31,2026.

Secretarial auditor:

The members of the Company at their 70^th Annual General Meeting held on September 30, 2025, had appointed M/s KRA
& Associates, Practicing Company Secretaries (Firm Registration Number P2020TN082800 and Peer Review Number
5562/2024) 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.

Secretarial auditor’s report:

The secretarial audit report for the financial year ended March 31,2026, does not contain any qualification, reservation,
adverse remark or disclaimer.

The secretarial audit report of the Company and its material subsidiaries, i.e., Sical Infra Assets Limited, Sical Multimodal
and Rail Transport 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 2025-26.

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 committee's 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.

25) 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.

26) 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 31,2026.

27) Secretarial standards:

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

28) 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. GHG Emissions: As part of its commitment to environmental responsibility and sustainable operations, SICAL is
focused on monitoring, managing and reducing its Greenhouse Gas (GHG) emissions, including Scope 1 and
Scope 2 emissions, across its business units and logistics operations. The Company continues to undertake
initiatives aimed at improving energy efficiency, optimising resource utilisation and reducing its overall environmental
footprint.

ii. Eco-Driving Training: SICAL promotes eco-driving practices through training programmes designed to enable
drivers to operate vehicles in a more fuel-efficient, environmentally responsible and safe manner. The training
focuses on driving techniques that help reduce fuel consumption, CO, emissions and vehicle wear and tear, while
improving operational efficiency without requiring significant investment in additional hardware.

iii. LED Lighting & Smart Energy Management Systems (SEMS): SICAL has implemented Smart Energy Management
Systems (SEMS) to enhance energy efficiency, sustainability and operational performance. The Company has
replaced 100% of conventional sodium lighting with energy-efficient LED lighting systems, resulting in reduced
energy consumption, lower maintenance requirements and a reduced environmental footprint.

b) Technology absorption

The Company remains committed to leveraging innovation and technological advancements to support sustainable
growth and operational efficiency. It continues to evaluate and adopt technologies aligned with its objectives of improving
cost efficiency and reducing its environmental impact, including digital tools, smart energy management solutions and
sustainable operational practices. These initiatives have contributed to enhanced safety standards, reduced energy
consumption and improved operating efficiency, thereby supporting the Company’s broader sustainability objectives.

c) Foreign exchange earnings and outgo

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

29) 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 arm's
length basis and in compliance with the Act and the Listing Regulations.

After the end of the financial year March 31, 2026, the Company entered certain material related party transactions i.e.,
transaction with a related party exceeding the thresholds prescribed in the Listing Regulations. These transactions were
duly approved by the members of the Company through postal ballot on April 10, 2026, 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.

30) Manpower strength:

As of March 31,2026, the Company employs total of thirty-eight (38) individuals, comprising thirty two (32) males and six
(6) females. The Company currently does not have any transgender employees.

31) 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 31,2026. 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.

32) 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 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

33) 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.

34) 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.

35) 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.

36) Management discussion and analysis report:

The management discussion and analysis report for the financial year ended March 31, 2026, as required under the
Regulation 34 of the Listing Regulations, is annexed separately forming part of this annual report.

37) 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 31,2026, 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,
2026 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.

38) 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.

• The Company’s whole-time director did not receive any remuneration or commission from Company’s holding company

or from any subsidiaries of the Company.

• There was no revision made in financial statement or the directors’ report 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 Company’s 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 01,2026