Your Directors take great pleasure in presenting the 05th Annual Report on the working of your Company for the Financial Year ended 31st March, 2026. This report outlines your Company’s performance, achievements, and future plans in the dynamic real estate market; with an emphasis on training and re-training of personnel.

1. STATE OF COMPANY’S AFFAIRS

Shipping Corporation of India Land and Assets Limited (hereinafter referred to as “SCILAL”), a Government Company, within the meaning of section 2(45) of the Companies Act, 2013, having its registered office at Shipping House, 245, Madame Cama Road, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021, was incorporated on November 10, 2021, with the object of holding and disposing the Non-core Assets of Shipping Corporation of India (SCI) distinct from the disinvestment transaction of SCI. The demerger order transferring SCI’s non-core assets into SCILAL was issued by MCA on 22nd February, 2023.

Your Company has been listed on BSE Limited and National Stock Exchange of India Limited with effect from 19th March 2024, enabling trading of shares, creating wealth & investment opportunities for our esteemed shareholders. The Company is categorized as Schedule ‘C’ Central Public Sector Enterprise.

2. SALIENT STATISTICS

3. FINANCIAL PERFORMANCE

The comparative position of the working results for the year under report vis - a vis earlier year is as under:

(Amount in INR Lakhs)

4. ACCOUNTING TREATMENT

In preparation of financial statements, the Company has followed the Indian Accounting Standards (Ind AS) laid down by the Ministry of Corporate Affairs and the relevant provisions of the Companies Act, 2013.

5. APPROPRIATIONS

The working results for your company for the financial year 2025-26 shows a net profit of ''2,882 lakhs which has been transferred to Retained Earnings.

6. DIVIDEND

The Board of Directors at its meeting held on 05.05.2026 had recommended a Dividend of ''0.55/- per equity share of ''10/- each for the financial year ended 31st March, 2026 subject to approval of the shareholders at the ensuing Annual General Meeting.

7. SHARE CAPITAL

Equity Share Capital of our Company as on 31.03.2026 is as follows:

*The Board of Directors of the Company at its meeting dated 06.04.2023 allotted 46,57,99,010 equity shares of '' 10/- each to the Shareholders of SCI as on Record Date (i.e. 31.03.2023) pursuant to the Scheme of Demerger.

Further, the Company has not issued any Equity Shares with differential voting rights till date. Hence, no information as required under Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has only one class of Equity Shares having face value of '' 10/- each.

8. DETAILS OF BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF BOARD

During the financial year, four (4) meetings of the Board of Directors of the Company were held on 06th May, 2025, 06th August, 2025, 04th November, 2025 and 04th February, 2026. The gap between two consecutive Board Meetings did not exceed 120 days. Requirements on number and frequency of meetings were complied with in full terms of Section 173 of the Companies Act, 2013. Details about Board of Directors including change in the Board of Directors and number of meetings of the Board are disclosed in detail in the Report on Corporate Governance.

9. KEY MANAGERIAL PERSONNEL

a) Capt. Binesh Kumar Tyagi has been appointed as Chairman and Managing Director of the Company w.e.f. 03.09.2022.

b) Ms. Laxmi Kamath has been appointed as Chief Financial Officer by the Board of Directors at their meeting held on 08.05.2023.

c) Shri Mohammad Firoz has been appointed as Company Secretary and Compliance Officer by the Board of Directors at their meeting held on 08.05.2023.

10. BRIEF ANALYSIS OF FINANCIAL PERFORMANCE

SCILAL has reported profit before tax of '' 3,934 lakhs in FY 2025-26 as against a profit of '' 6,514 lakhs in FY 2024-25. The MTI segment has reported a loss of '' 880 lakhs in FY 2025-26 as compared to loss of '' 690 lakhs in FY 2024-25, while the average interest of around 7.70 % was earned in FY 2025-26 as compared to 8.00% was earned in FY 2024-25 on the funds received as a part of demerger scheme. The net profit for the company for the FY 2025-26 is '' 2,882 lakhs as compared to net loss of '' 18,938 lakhs for FY 2024-25. The loss reported in the FY 2024-25 pertains due to the recognition of Deferred Tax Liability under Ind AS-12 of '' 238.34 crores on MTI Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

11. SUBSIDIARIE(S), JOINT VENTURE(S) & ASSOCIATE(S)

The Company does not have any subsidiary or associate or going concern joint venture. However, the Company holds investments in the following joint venture companies, which are not considered going concerns:

(i) Irano Hind Shipping Company

Pursuant to demerger scheme, the Company holds 49% in Irano Hind Shipping Company, P.J.S (IHSC) a joint venture company. As per directives received from the Govt. of India, it has been agreed to dissolve the Company. The investment in IHSC

is classified as Assets Held for Sale. However, as of date, legal transfer of the investment and associated liability from SCI to SCILAL is under process and the Company is taking necessary and appropriate actions in this regard.

(ii) SAIL SCI Shipping Pvt. Ltd. (SSSPL)

Pursuant to demerger scheme, the shares of the joint venture of SAIL SCI Shipping Company Pvt. Ltd. (SSSPL) were transferred to the company from SCI. SCI and SAIL had co-promoted a JVC “SAIL SCI Shipping Pvt. Ltd.” (SSSPL), which was primarily to cater to SAIL’s shipping requirements. The JVC was incorporated on 19.05.2010. However, due to continued depressed freight levels, the JVC could not justify tonnage acquisition and both the Boards of SCI & SAIL decided to voluntarily wind up the company. The process of winding JVC has been completed and the said Company is now dissolved. The investment in SSSPL has been written off during the year.

12. ISO CERTIFICATION

Maritime Training Institute, Powai is the 1st Maritime Training Institute to have certification of ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health & Safety Management System) for Design, Development, Delivery & Assessment of Marine Education and Training.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes & commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2025-26 and date of this report.

14. CREDIT RATING DETAILS

SCILAL has not availed any credit facility since incorporation therefore no credit rating was obtained in FY 2025-26 and FY 2024-25.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments are given in the notes to financial statements. The company has not availed any loans during the year 2025-26.

16. DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITY

The Company had declared a dividend of '' 2562 lakhs (approx) for FY 2024-25. Out of this an amount of '' 1633 lakhs (approx) was paid to Govt of India on 03.10.2025.

17. EXTRACTOFANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with section 134 (3) (a) of the Companies Act, 2013 and relevant rules the Annual Return in Form MGT-7 is available on the Company’s website and can be accessed at https://www.scilal.com/annual-return.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is here by confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31.03.2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2026 and of the profit and loss of the Company for the year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the accounts for the financial year ended 31.03.2026 on a “going concern” basis;

e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

19. MANAGERIAL REMUNERATION

Your Company, being a Govt. Company, is exempted to furnish information under Section 197 of Companies Act, 2013 vide Ministry of Corporate Affairs (MCA) Notification dated 05.06.2015.

20. EMPLOYEES STOCK OPTION SCHEME

The Company does not have any Employee Stock Option Scheme.

21. COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Being a Government Company within the meaning of Section 2(45) of the Companies Act, 2013, and in terms of the Articles of Association of the Company, the prior approval of the President of India is required for appointment to the posts of Board-level Directors. Accordingly, the authority for appointment of Directors to the Board of the Company rests with the Government of India, and the terms and conditions governing the appointment of Directors are determined by the Government of India.

The Functional Directors of SCI are presently serving as Directors on the Board of SCILAL on a co-terminus basis. They have been appointed on a co-terminus basis to the Board of SCILAL by the Administrative Ministry of the Company i.e Ministry of Ports, Shipping and Waterways (MoPSW), Government of India. Accordingly, no separate remuneration is paid by the Company to the Functional Directors for their services as Directors and they continue to draw their remuneration from SCI.

The Government Nominee Directors on the Board do not draw any remuneration from the Company for their role as Directors. They receive their remuneration from the Government in accordance with the applicable Central Dearness Allowance (CDA) scales, in their capacity as Government officials.

The Independent Directors are paid sitting fees of 15,000 per Board Meeting and 10,000 per other Committee Meeting.

22. RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improve the governance practices across the activities of a company. SCILAL has developed a risk management policy which was approved by its board of directors on 08.05.2023 and subsequently amended on 06.08.2025 and is available on the website of the Company i.e. https://www.scilal.com/policies. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. SCILAL is committed to develop an integrated Risk Management Framework:

• To achieve its strategic objectives while ensuring appropriate management of risks

• To ensure protection of stakeholders value

• To strive towards strengthening the Risk Management System through continuous learning & improvement

In the Policy, every employee of the Company is recognized as having role in risk management for identification of risk to treatment and shall be invited & encouraged to participate in the process. The Audit Committee & the Board will review the policy & procedures periodically.

Your Company has formulated the Risk Management policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are being carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Conservation of Energy:

SCILAL endeavours to maximise energy conservation by the adoption of sustainable practices aimed at diminishing energy consumption in both buildings and construction procedures. This objective is being achieved through the incorporation of energy-efficient technologies, including LED lighting, solar panels and energy-efficient HVAC systems, thereby effectively lowering energy usage and minimizing operational expenses. Additionally, promoting green building practices, such as using eco-friendly construction materials and designing energy-efficient buildings, can contribute to conserving energy resources and reducing the carbon footprint of the Company.

i. Steps taken or impact on conservation of energy:

LED lights have already been installed in Shipping House and they have resulted in considerable reduction in power consumption. It is under process to install the same in MTI Powai, on incremental basis, in the near future, which will further contribute to our energy saving efforts. As part of this initiative, all defective lights are being replaced with new LEDs.

ii. The steps taken by the company for utilising alternate sources of energy:

a) Solar Power Plant of 0.515 MW capacity has already been installed at MTI Powai.

b) Replacement of old portable AC units with 5 star inverter type portable AC units in phased manner.

iii. Capital Investment On Energy Conservation Equipment:

'' 5,00,000/- ('' Five Lakh only) for procuring 13 Nos. of 5 star inverter type Window AC Units for replacing old portable AC Units. Technology Absorption, Adoption and Innovation:

Technology absorption-

i. the efforts made towards technology absorption:

Following efforts were made by MTI -

(a) Replacement of old tube lights with new LED Tube lights.

(b) LED Street light have been installed inside the campus.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution:

The abovementioned changes resulted in considerable reduction in power consumption

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported: NIL

(b) the year of import: NIL

(c) whether the technology been fully absorbed: NIL

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL; and

iv. the expenditure incurred on Research and Development : NIL Environmental Protection and Conservation:

Given the potential environmental impact of the real estate development sector, including deforestation, habitat disruption, and increased pollution, SCILAL is committed to adopting environmentally sustainable practices. The company emphasizes the use of eco-friendly building materials and strict compliance with applicable environmental regulations to minimize its environmental footprint. As part of “Ek Ped Maa ke Naam” initiative, approximately 50 saplings are being planted every month at the MTI Campus to enhance green cover and promote biodiversity. Further, MTI utilizes natural waste generated within the campus, such as fallen leaves and other organic matter, to produce compost/manure, while lake and well water available within the campus is used for gardening and landscaping activities, thereby promoting the efficient and sustainable use of natural resources.

Renewable Energy Developments:

SCILAL continues to strengthen its commitment to sustainable operations through the adoption of renewable energy solutions. The Company derives a portion of its electricity requirements from solar power generated through its captive solar power installations, having an aggregate capacity of approximately 0.515 MW across the Maritime Training Institute (MTI), office premises, and other buildings. This initiative contributes to reducing dependence on conventional energy sources, lowering carbon emissions, enhancing energy efficiency, and supporting the Company’s broader environmental sustainability objectives.

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and out go in FY 2025-26 and FY 2024-25.

25. PUBLIC DEPOSIT

The company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet in the FY 2025-26 and FY 2024-25.

26. UPDATES ON DEMERGER

The Company has been incorporated with the object of holding and disposing the Non-core Assets of The Shipping Corporation of India Limited (SCI). Further, the Ministry of Corporate Affairs vide its order dated 22nd February, 2023, had approved the Scheme of Arrangement for Demerger of Non-Core Assets of Shipping Corporation of India Limited (Demerged Company / SCI) into Shipping Corporation of India Land and Assets Limited (Resulting Company / SCILAL) (“Scheme of Demerger”). The Effective date for the Scheme of Arrangement for Demerger was 14.03.2023. Thereafter, SCI at its Board Meeting dated 20.03.2023 approved record date 31.03.2023 for Allotment of shares of SCILAL in the ratio of 1:1 to eligible shareholders of SCI. Accordingly, The Board of Directors of SCILAL at its meeting dated 06.04.2023 allotted 46,57,99,010 Equity Shares having face value '' 10/- to the Shareholders of SCI in consideration of Demerger of Non-Core Assets pursuant to clause 9 of the Scheme of Demerger.

27. UPDATES ON TRANSFER OF NON-CORE ASSETS FROM SHIPPING CORPORATION OF INDIA LIMITED

In accordance with the MCA Order dated 22.02.2023, during the Financial Year 2023-2024, titles of all Fixed Deposits eligible to be transferred to Shipping Corporation of India Land and Assets Limited (SCILAL), as per the Demerger Scheme, have been transferred in to their name.

Consequent to the approved Demerger Scheme, all non-core assets (i.e., real estate properties) of The Shipping Corporation of India Ltd. (SCI), as listed in the scheme, have been transferred de facto to Shipping Corporation of India Land and Assets Limited (SCILAL). To effectuate the de jure transfer, the execution and registration of conveyance deeds with the respective Land & Revenue Departments of State Governments is required. The Company is actively pursuing the necessary legal and administrative steps in this regard.

Subsequent to the issuance of a Stamp Duty Exemption Order by the Government of West Bengal, registration of all freehold properties located in Kolkata has been completed on 22.03.2024. Transfer Deeds for 15 flats and Shipping House, Kolkata have been registered and the original registered documents have been received at the SCI Kolkata office. Mutation (name change) entries with the Kolkata Municipal Corporation are pending and will be completed in due course.

To facilitate transfer of properties in Maharashtra from SCI to SCILAL, the Government of Maharashtra has issued the Stamp Duty Exemption Order. Adjudication process for residential freehold properties aimed at enabling the execution of Transfer Deeds at the respective Sub-Registrar offices is currently in process. The Certified copies of the Demerger Order and Scheme of Demerger have been submitted to the Office of the Collector of Stamps through the prescribed online application process. Additionally, follow-ups are being actively pursued with the concerned authorities for issuance of No Objection Certificates (NOCs) for Lease hold and Grant properties from Maharashtra State Govt., by SCI, to facilitate the transfer of Shipping House (Lease hold property) and Maritime Training Institute (Land given on Grant) to the Resultant Company i.e., SCILAL.

Additionally, the Company is taking necessary and appropriate actions for the legal transfer of Irano Hind Shipping Company, P.J.S (IHSC) from SCI to SCILAL.

28. SERVICE LEVEL AGREEMENT FOR OPERATIONS OF THE COMPANY

The operations of SCILAL during the Financial Year 2025-26 were managed by the Shipping Corporation of India Limited vide a service level agreement entered between the Company and SCI.

29. MANAGEMENT DISCUSSION AND ANALYSIS

The following information w.r.t. Management Discussion and Analysis is as per Schedule V of SEBI (LODR) Regulations, 2015.

A. Industry structure and developments.

Real Estate

The real estate sector is a vital pillar of the global economy, encompassing a wide range of activities related to the development, transaction, management, and financing of properties. Core stakeholders, including development companies, real estate agencies, property management firms, REITs, construction companies, and mortgage lenders, each play a distinct and essential role in driving the sector’s growth and stability. Recent advancements underscore the industry’s adaptation to emerging trends such as technology integration, sustainability initiatives, co-living spaces, affordable housing, urban renewal, and ESG-focused investing. These developments highlight the sector’s continuous evolution in response to shifting consumer demands, technological progress, and environmental imperatives.

Maritime Training

1. Maritime Training Institute (MTI): The maritime industry plays a critical role in global trade and transportation, with a vast network of ships and seafarers operating across the world’s oceans. Maritime training is an essential aspect of ensuring the safety, efficiency and competency of the workforce in this industry. Over the years, the maritime training sector has undergone significant developments to keep up with technological advancements, changing regulations and evolving demands.

2. Technological Advancements: The maritime industry has seen a swift integration of technology into various operations, including training. Simulation technology has become more widespread, allowing trainees to practice navigation, maneuvering, and emergency scenarios in realistic virtual environments. E-learning platforms and computer-based training have also gained popularity, providing remote learning opportunities for seafarers.

3. Competency-Based Training: Traditional maritime training often followed a prescriptive approach, where the emphasis was on fulfilling minimum regulatory requirements. However, the industry has shifted towards competency-based training and assessment. This approach focuses on evaluating seafarers’ practical skills and abilities, ensuring they can perform their duties effectively in real-world situations.

4. Focus on Safety and Environmental Protection: With a growing emphasis on safety and environmental protection in the maritime industry, training programs have incorporated modules on pollution prevention, environmental regulations and emergency response procedures. The goal is to create a safety-conscious and environmentally responsible workforce.

5. Human Element and Soft Skills Training: Beyond technical proficiency, maritime training has recognized the importance of developing soft skills among seafarers. Effective communication, teamwork, leadership and cultural awareness are now included in training curricula to improve crew cohesion and performance.

6. Digitalization and Data Management: The increasing adoption of digital systems onboard ships requires seafarers to possess data management and cyber security skills. Training programs now incorporate modules on cyber awareness and data handling to mitigate potential risks.

7. Upgrading Training Facilities: Maritime training institutions and centers have invested in upgrading their infrastructure and equipment to meet the demands of modern training methodologies. State-of-the-art simulators, well-equipped workshops and comfortable accommodation facilities have become increasingly prevalent. Existing GMDSS GOC Course software has been upgraded. Existing Computer Laboratory has been upgraded with placement of new Laptops.

The maritime training industry has undergone significant developments to adapt to the changing landscape of the maritime sector. Technological advancements, competency-based approaches, safety and environmental awareness, soft skills training, digitalization and remote learning have reshaped the way seafarers are trained. As the industry continues to evolve, maritime training will remain a dynamic and essential component in ensuring a skilled and competent workforce that meets the challenges of the maritime world.

B. Strengths, Weakness, Opportunities and Threats SWOT of Real Estate

Strengths: SCILAL owns a portfolio of high-value residential and commercial properties in prime locations of Mumbai and Kolkata. Government ownership provides credibility and facilitates leasing to Government departments, PSUs, and institutional tenants. Existing lease arrangements generate stable rental income, while the strategic location of its assets offers significant long-term appreciation potential.

Weaknesses: A considerable portion of the real estate portfolio remains underutilized. The company has limited in-house expertise in professional real estate management and development. Aging properties require modernization, and high maintenance costs, coupled with regulatory approvals, may delay asset monetization and redevelopment.

Opportunities: India’s growing real estate sector offers significant opportunities for leasing, redevelopment, and strategic asset monetization. SCILAL can maximize returns by leasing or selling clusters of residential flats to Government agencies, PSUs, or private entities, and by including eligible flats in Government General Pool accommodation. Public-private partnerships, digital asset management, and sustainable redevelopment can further enhance asset value and operational efficiency.

Certain properties owned by the Company in Mumbai, are situated in commercially attractive locations and offer significant potential for redevelopment. Subject to obtaining the requisite statutory approvals and establishing commercial viability, these properties may be considered for development into modern commercial complexes, which could provide the Company with a significant and sustainable revenue stream over the long term.

Threats: Market fluctuations, changing regulatory policies, and increasing competition from private developers may impact occupancy and rental yields. Rising maintenance and redevelopment costs, legal disputes, and delays in statutory approvals could affect project execution. However, with effective asset management and strategic planning, SCILAL can mitigate these risks and establish a sustainable, revenue-generating real estate business.

Overall, SCILAL has a strong asset base and significant growth potential. Strategic asset optimization, redevelopment, professional management, and diversified monetization initiatives can transform its real estate portfolio into a sustainable and profitable business while effectively mitigating market and regulatory risks.

SWOT of MTI

Maritime Training Institute (MTI) campus, established in 1988 by Shipping Corporation of India Ltd. (SCI), is spreading over 44.1 acres of land in prime area at shores of Powai Lake, Mumbai. After demerger, it is now owned by Shipping Corporation of India Land and Assets Ltd. (SCILAL), CPSE under Ministry of Ports, Shipping and Waterways (Government of India).

Strengths -

Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the various facets of the training in Marine sector,

such as Shipping Management, Engineering and Navigation. MTI has advanced facilities for maritime education and training

including workshop, simulators, laboratories, such as GMDSS, ECDIS, ROC-ARPA, Bridge Simulator and well-resourced

Library, etc.

1. Facilities -

• MTI Campus has Academic Block called “Sagar Gyan”, a two storey academic building which is having spacious classrooms for conducting various Pre-sea, Post-sea and Value-added courses, such as DNS, NCV, GME and ETO Pre-sea Course, Second Mate Functional Course, ROC-ARPA-VICT etc.

• It also has well equipped Workshop, Electrical Lab, separate sections for GMDSS, ECDIS and a Seminar Room of 60 pax capacity. An auditorium of 198 pax capacity is also an integral part of the institute. All Classrooms are air-conditioned, stocked with modern training equipments and under CCTV Surveillance.

• MTI has a large Library with a collection of more than 7500 books in it and digitization of the contents of the library is also in progress.

• MTI has hostel facility to accommodate up to 300 participants and a large playground, gymnasium for residential students and all are inside the campus. A well maintained International Guest House is also inside the campus. MTI is also, continuously enhancing its training and residential facilities by providing Wi-Fi and CCTV enabled campus to its participants and faculties.

2. Courses & Training -

• MTI has a rich history of providing highly skilled professionals and leaders to the global maritime industry. MTI offers pre-sea courses such as Diploma in Nautical Science (DNS) (affiliated to Indian Maritime University), Graduate Marine Engineering (GME), and Electro-Technical Officer (ETO) and GP Rating leading to NCV Deck officer

• MTI commits to keep innovating for new courses from time to time to meet the training needs of the industry and nation. Responding to industry needs, MTI has introduced many new courses, such as: Proficiency in Survival Craft and Rescue Boats (PSCRB) Course, Revalidation courses for Deck Officers (i.e. Master, Mates and 2nd Mates) and has commenced GP Rating leading to NWKO NCV Course. It is also in the process of commencing NCV Foundation and Preparatory Course. Advanced firefighting training mock-up at MTI, is one of the oldest and the best in India now.

• MTI is one of the best training institutes to conduct GMDSS GOC examination in West Zone of India approved by WPC and DG Shipping. Existing GMDSS GOC Course software is already upgraded as per latest configuration.

• Since inception, MTI has developed many courses that have contributed to the Indian maritime industry. Innovative value added courses on safety and commercial aspects are being conducted as required by SCI and any other reputed companies. MTI is also among the pioneer institutes to commence Vertical Integration Course for Trainers (VICT) earlier known as TOTA and Assessment, Examinations & Certification of Seafarers (AECS) course, in India.

• Furthermore, MTI is a champion for diversity, actively encouraging women to pursue careers at sea. To support female participation, MTI offers incentives like fee concessions and age relaxation to lady officers for pre-sea courses. MTI has proudly trained total 91 Nos. of Lady Officers (i.e. 76 Nos. of DNS, 04 Nos. of NCV, 05 Nos. of GME and 06 Nos. of ETO). Our Lady Officers have been well recognized and appreciated in the Maritime Industry.

• It is a matter of pride that all pre-sea courses of MTI, DNS, GME & ETO are rated as A1 (Outstanding) Grade as per the CIP (Comprehensive Inspection Program) of the Directorate General of Shipping (DGS) Govt. of India. MTI also rated A1 (outstanding) Grade during Post-sea and STCW Modular CIP Audit carried out on 05.03.2025.

3. Faculty -

• MTI has large faculty resource, experienced Master Mariners, Chief Engineers and other professionals are working on regular as well as visiting basis. Many MTI faculties are having extra masters / post graduate degree from the World Maritime University at Sweden.

• MTI faculties and instructors are encouraged to upgrade their knowledge by attending relevant courses and seminars at regular intervals. Some faculties are also approved external examiner of DGS for COCs in Nautical and Engineering Department. The faculties and instructors are encouraged to attend various technical and value added seminars.

4. Activities & Initiatives - MTI provides its participants with exceptional exposure to the maritime industry through the following range of unique activities and initiatives :

• Online assignments and assessments are made part of curriculum for trainees at MTI.

• Adoption of new teaching methodologies by Faculties at MTI i.e. interactive classes through quizzes, PPTs, role plays etc., workshops and tutorials focusing beyond prescribed syllabus to prepare officers for tomorrow.

• Special Guest lecturers for TNOC, GME and ETO cadets on regular basis by Renowned Industry Experts (IMS and Insurance Experts) for enhancing practical aspects of Maritime Education, Mental Health and Work Environment.

• Focus on Research Projects done by cadets to enhance their industry knowledge, creativity and innovativeness.

• Technical Fest to improve research, presentation, communication and officer like qualities in the MTI cadets. Cadets prepare and present technical papers on the modern trends of the Industry. Distance learning programme of Cadets are being done during their onboard training.

• Ship visits and dock visits are being arranged for cadets to interlink the theoretical knowledge with practical aspects.

• Beyond the curriculum, Cadets are also given exposure to the schemes and initiatives of Government of India, such as Vigilance awareness and cleaning drives under Swachhta Pakhwada.

• Value added topics related with management / long term studies by management experts such as communication skills for pre-sea training courses.

• 1st Green Campus in Indian Maritime Education Industry with 515.5 kWp Grid connected Roof Top Solar Power Plant.

Weaknesses-

• Non-availability of In-House Workshop Facilities: Certain critical workshop modules for Graduate Marine Engineering (GME) and Electro-Technical Officer (ETO) courses are presently conducted through DG Shipping-approved external organizations due to the non-availability of comprehensive in-house workshop facilities. This results in operational dependency on external service providers and may affect training flexibility.

• IT Infrastructure: The current IT infrastructure at MTI has less capacity to adequately support training, administration, digital learning initiatives and overall operational effectiveness. MTI requires upgradation and modernization of its IT infrastructure.

• Specialized & expert faculty members: To improve the overall standard of specialized training programs and to support the long-term expansion and credibility of the institute, MTI requires to hire experienced, specialized faculty members for advanced courses and subject matter experts for specialized courses.

• Ageing Campus Infrastructure: Certain campus facilities, including the academic building, residential hostels, internal roads, water supply network, boundary wall, and other utility infrastructure, require phased refurbishment and modernization to meet evolving training requirements, improve residential capacity, and enhance the overall learning environment.

• Need for Dedicated Swimming Pool and Advanced Training Infrastructure: The institute currently does not have a dedicated swimming pool conforming to Directorate General of Shipping (DG Shipping) requirements. Establishing this facility, along with additional advanced simulation systems and specialised training infrastructure, would strengthen MTI’s training capabilities, enhance compliance with evolving regulatory requirements, and support the introduction of new maritime training programmes.

Opportunities -

• Prime Location and Infrastructure Upgradation: MTI is located on approximately 44.1 acres of land at a prime location in Mumbai. Upgradation of the existing infrastructure and creation of world-class training facilities can strengthen maritime skill development, enhance training capacity and improve competitiveness. SCILAL is undertaking phased upgradation of MTI through repair and upgradation of existing infrastructure, development of new facilities wherever required, adoption of advanced training technologies and collaboration through MoUs with industry partners, academic institutions, Government organisations and other stakeholders.

• Strategic Marketing: To enhance its market presence and maintain a competitive edge, MTI will explore the implementation of targeted marketing strategies proven effective by industry-leading training institutions. Simultaneously, the institute will priorities continuous infrastructure upgrades utilizing the latest technologies.

• Industry Growth and Market Opportunities: The global increase in vessels presents a significant growth opportunity for MTI’s maritime programs. MTI’s strong faculty and infrastructure position it perfectly to address this growing demand.

• Holistic Cadet Development and Innovation: MTI sets itself apart by continuously innovating its services, delivery methods, and training processes. This commitment extends beyond academics, focusing on the holistic development of each student and cadet.

Threats -

• Increasing Competition from Maritime Training Institutes: The maritime training sector is becoming increasingly competitive, with several established private and government training institutes continuously upgrading their infrastructure,

introducing new courses, adopting advanced simulation technologies, and strengthening industry partnerships. This may impact MTI’s ability to attract trainees and retain its market share.

• Evolving Regulatory Requirements: Frequent changes in international maritime conventions, STCW requirements, Directorate General of Shipping (DGS) regulations, and technological advancements require continuous investment in curriculum, simulators, infrastructure, and faculty development. Delays in adapting to these changes may affect the institute’s competitiveness and regulatory compliance.

• Volatility in Global Shipping Industry: The demand for maritime training is closely linked to the performance of the global shipping industry. Economic downturns, geopolitical developments, trade disruptions, or fluctuations in seafarer demand may adversely impact enrolment in pre-sea and post-sea courses.

To augment its training infrastructure and capabilities, MTI has MoU with the following entities:

• A Memorandum of Understanding (“MOU”) was signed on 6th April 2026 between SCILAL and Synergy Marine Group, Singapore to collaborate in the areas of maritime training, research and knowledge exchange. As part of the initial phase, SCILAL, through its Maritime Training Institute (MTI), Powai, will partner with Synergy Marine for an upcoming Diploma in Nautical Studies programme. The initiative will focus on training cadets to meet the operational, safety and regulatory requirements of modern shipping

• Vadhvan Port Project Ltd. (VPPL), a joint venture of Jawaharlal Nehru Port Authority (74%) and Maharashtra Maritime Board (26%), for conducting ‘GP Rating Pre-Sea Training Course’ for candidates sponsored by VPPL, with the objective of skill development of the sponsored candidates.

• The International Maritime Training Centre (IMTC) for practical training of IGF Basic Course and various DG approved Fire Fighting Courses

• The Institute of Marine Engineers of India (IMEI) for practical training of Basic IGF Course, Basic Training for Oil & Chemical Tanker Cargo Operation and Basic Training for Liquefied Gas Tanker Cargo Operations.

• The Loyalty Marine Education Trust (LMET) for practical training of Basic Training for Oil & Chemical Tanker Cargo Operation and Basic Training for Liquefied Gas Tanker Cargo Operations.

Major Academic Achievements -

• MTI imparted skill development training to 45 nos. 2nd year ITI students and 02 instructors from 15th Sept to 18th Sept 2025 on a) Fire Fighting and b) Medical First-aid with CPR, in MTI, Powai. After successful completion of above courses, Certificates were issued to these participants.

• Skill Development Programme on Basic Safety Training Courses (Fire Fighting, First Aid, Personal Safety and Social Responsibility, Proficiency in Survival Training, Security Training) to 89 GSI Senior Scientists including 30 female scientists from Feb to July 2025.

• MTI facilitated Skill Development Programme conducted by Tech. & Off-Shore Services Division of SCI on 31.05.2025 for SCI Superintendents and other officers.

• MTI facilitated Induction Programme for Independent and Functional Directors on operations of various divisions of your company on 24.09.2025

• MTI engaged 11 youths in GP Rating Pre-Sea Residential Training Course (6 months duration) w.e.f. 01.01.2026 for Skill based livelihood training to local youth living in the villages around Vadhvan Port for open employment opportunities in the Shipping Sector.

In year 2025-26, Maritime Training Institute, Powai has conducted 211 courses including pre-sea courses for imparting training

to 3,674 nos. seafarers on various STCW/Modular and Industry need based courses. In year 2025-26, MTI has successfully

conducted following pre-sea training courses:

a. 02 batches i.e. 77 nos. DNS (TNOCs) cadets leading to Navigating Officers;

b. 01 batch i.e. 39 nos. GME cadets leading to Marine Engineer Officers;

c. 01 batch i.e. 40 nos. ETO cadets leading to Electrical/Electro-Technical Officers;

d. 02 batches i.e. 80 nos. NCV cadets leading to GP Rating - NWKO NCV Officers and,

MTI has trained total 1,96,322 candidates since its inception.

MTI is the 1st Maritime Training Institute to have certification of ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health & Safety Management System) for Design, Development, Delivery & Assessment of Marine Education and Training.

C. Segment-wise or product-wise performance.

Real Estate

All the assets (land & buildings) in Mumbai except MTI and Property in Malad (Jangla Nagar), all the flats in Kolkata and three floors of Shipping House, Kolkata have been given on lease to SCI during FY 2025-26 consequent to framework agreement executed between SCILAL and SCI, which is valid till disinvestment completion date of SCI. SCILAL successfully leased two floors of its Shipping House building in Kolkata during FY 2025-26 and an additional two floors in April 2026 to the Office of the Chief Electoral Officer, Government of West Bengal, thereby enhancing asset utilization and generating a steady source of rental income.

MTI

Capacity utilization of last two years (actua participation / candidates) is summarised below:_

MTI

MTI is in the process of upgrading its facilities to impart quality MET (Maritime Education and Training) which are beyond STCW and value added courses. Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the various facets of the Marine training, such as Shipping Management, Engineering and Navigation. On demand of the industry, MTI has introduced many new courses, such as: Proficiency in Survival Craft and Rescue Boats (PSCRB) Course, revalidation courses for Deck Officers (i.e. Master, Mates and 2nd Mates) and has commenced GP Rating leading to NWKO NCV Course, Welder Course and many others.

MTI has added various Pre-Sea and Post-Sea Courses over time, the last 2-3 years seeing additions in the following courses:-

1. GP Rating leading to NWKO NCV Course (NWKO-NCV)

2. Second Mate (FG)

3. Revalidation Training for Masters & Deck Officers

4. Various Customized Training to Individuals / Corporates as per Requirement

E. Risks and concerns

Real Estate

Real estate in India faces a variety of complex problems due to the unique characteristics of the Indian market. Some of the major challenges that would be faced by SCILAL in terms of its assets would include:

a. Regulatory environment: The Indian real estate sector is heavily regulated, which can make it difficult to navigate the complex legal and regulatory landscape. In this regard, the need to have all the requisite documentation in place, in respect of the real estate owned by SCILAL, cannot be emphasised. Some of the flats owned by SCILAL, retain legacy issues in so far as inadequate documentation, which have to be mitigated, so as to realise their full value.

b. Construction challenges: Since most of the properties transferred to SCILAL were purchased / transferred to SCI prior to 1980, by its predecessor companies, the quality of construction has deteriorated over the time. In view of the aforesaid fact the flats / assets of SCILAL needs substantial investment to make them habitable for leasing out or selling. Also, some of the properties of SCILAL are due for re-development and this could bring about significant gains in terms additional Floor Space Index (FSI) being accrued to the owners, thereby leading to increase in the value of the property.

c. Sales and marketing: The Indian real estate market is highly competitive and a company will only be able to attract buyers if only it is able to differentiate itself. Effective sales and marketing strategies are therefore essential for success. Also assistance of external agencies (real estate agents and website designers / promoters) is required towards their conception and implementation.

d. Economic volatility: The Indian economy is subject to significant volatility, which can impact the real estate sector. Economic slowdowns can lead to declining in demand for real estate, while inflation and interest rate fluctuations can increase costs and reduce profitability.

MTI

• Civil Infrastructure (Structural Repairs): Various infrastructure and facilities at MTI require upgradation, including internal roads, structural repairs to Sagar Gyan building, enhancement of hostel facilities through capacity augmentation, improved illumination of common areas, renewal of the existing freshwater pipeline network, revival/reconstruction of the existing well for garden irrigation, and renewal of the campus boundary wall. Construction of a dedicated swimming pool at MTI conforming to DG Shipping requirements is also under consideration of the management.

To facilitate the upgradation, construction, and renovation of the infrastructure at the Maritime Training Institute (MTI), Powai, which is an asset owned by SCILAL, The Shipping Corporation of India (SCI) has signed a Memorandum of Understanding (MOU) on 06.05.2026 with NBCC (India) Limited.

• Technology Upgradation for Simulators: Existing Simulator used for training at MTI has to be upgraded with new age Simulator (Both hardware & Software) of latest possible technology.

• Workshop Training Facilities: At present, various workshop training modules for Graduate Marine Engineering (GME) and Electro-Technical Officer (ETO) courses are conducted through external organizations approved by the Directorate General of Shipping as these facilities are not available at MTI.

• IT Infrastructure: MTI requires modernization and upgradation of its IT infrastructure to support training, administration, digital learning initiatives and overall operational effectiveness.

• Faculty Strength and Expertise: MTI requires the recruitment of experienced faculty members and subject matter experts for specialized courses. Strengthening the faculty matrix with qualified and experienced professionals is expected to enhance the quality of training, improve participant engagement and support the Institute’s growth objectives.

F. Competition from other sectors:

Real Estate

As SCILAL is presently not into active real estate business and is rather holding real estate assets, pursuant to demerger scheme. Also, majority of the real estate assets of SCILAL are presently on lease to SCI. Hence, at present there is no competition with others. MTI

MTI operates in a competitive environment alongside several private maritime training institutes that actively promote their courses through digital marketing, social media campaigns, industry publications and other targeted promotional initiatives. While MTI continues to offer quality training programmes at competitive fee structures, competition from institutions with stronger marketing outreach and modernized infrastructure may impact enrolment levels. Continued investment in infrastructure, technology, faculty development and promotional activities will be essential to enhance MTI’s visibility, strengthen its market position and attract a larger pool of course participants.

G. Internal control systems and their adequacy.

Your Company has formulated the Risk Management policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are being carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

H. Discussion on financial performance with respect to operational performance.

SCILAL has reported profit before tax of '' 3,934 lakhs in FY 2025-26 as against a profit of '' 6,514 lakhs in FY 2024-25. The MTI segment has reported a loss of '' 880 lakhs in FY 2025-26 as compared to loss of '' 690 lakhs in FY 2024-25. The average interest of around 7.70 % was earned in FY 2025-26 as compared to 8.00% earned in FY 2024-25 on the funds received as a part of demerger scheme. The net profit for the company for the FY 2025-26 is '' 2,882 lakhs as compared to net loss of '' 18,938 lakhs for FY 2024-25. The loss reported during FY 2024-25 was primarily attributable to the recognition of a Deferred Tax Liability of '' 238.34 crore on the MTI land in accordance with Ind AS 12 - Income Taxes. The liability arose on account of temporary differences between the carrying amount of the asset in the financial statements and its corresponding tax base.

I. Material developments in Human Resources / Industrial Relations front, including number of people employed

SCILAL received board approval on November 10, 2023, to initiate the recruitment of manpower resources. Presently, operations are managed by SCI under a service level agreement. The manpower planning process for SCILAL has been completed, with a total sanctioned strength of 27 positions. Recruitment in phase wise manner is under process. To cater to day to day affairs of the company, one Company Secretary and one Chief Financial Officer has been deputed from SCI.

J. Details of significant changes in key financial ratios, along with detailed explanations therefore:

* Total Income is considered as Net Sales for calculation of ratios Ratios - Details of Significant changes and explanation thereto:

Debtors Turnover- Debtors has significantly decreased in FY 2025-26 as compared to FY 2024-25. Inventory Turnover- The Company did not report any inventory as on 31.03.2026 and 31.03.2025. Interest Coverage Ratio- The Company did not avail any loan in the FY 2025-26 and FY 2024-25.

Debt Equity Ratio- The Company did not opt for loans in the FY 2025-26 and FY 2024-25.

Operating Profit Margin stood at 36.85 % in current year as against 63.04% in last year due to increase in forex expenses included in Other expenses.

Net Profit Margin stood at 26.99 % in FY 2025-26 as compared to (183.24) % in FY 2024-25 #

#The Company has created DTL of '' 238.39 crores on Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

K. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

Return on Net Worth (%) - The return on Net worth for the FY 2025-26 stood at 4.54 % as compared to (29.89) % FY 2025-26.#

**Net Worth has been calculated as per Schedule 2(57) of the Companies Act, 2013.

#The Company has created DTL of '' 238.39 crores on Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

30. RESERVATION POLICY

As of March 31,2026, it is worth noting that SCILAL did not have any permanent employees recorded on its payroll.

31. SC/ST/OBC REPORT

As of March 31,2026, it is worth noting that SCILAL did not have any permanent employees recorded on its payroll.

32. WOMEN REPRESENTATION

As of March 31,2026, it is worth noting that SCILAL did not have any permanent employees recorded on its payroll, thus no data is available to be disclosed under this section.

33. POLICY TO PREVENT SEXUAL HARASSMENT AT WORKPLACE

As of March 31, 2026, it is pertinent to highlight that SCILAL did not have any permanent employees registered on its payroll. Consequently, the Company had not constituted an Internal Committee (IC) nor formulated a policy on prevention of sexual harassment at workplace, as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, all candidates of pre-sea residential courses, are undergoing the Awareness and Training course regarding ‘Sexual Harassment of Women at Workplace’, as part of their training program at MTI, Powai.

(a) number of complaints of sexual harassment received in the year - NIL.

(b) number of complaints disposed off during the year - NA.

(c) number of cases pending for more than ninety days - NA.

34. MATERNITY BENEFIT

The Company complies with the provisions of the Maternity Benefit Act, 1961. All applicable benefits under the Act are extended to eligible employees, including those on deputation. At present, the Company has two employees on deputation and all statutory entitlements are duly ensured.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility vision of the company articulates its aim to be a corporate with its strategies, policies and actions aligned with wider social concerns, through initiatives in education, health and environment. The thrust of SCILAL’s CSR initiatives in 2025-26 was towards “Promoting Healthcare, Education and Swachh Bharat”.

SCILAL has framed its CSR policy in line with the guidelines contained in the Companies Act, 2013 and Companies (CSR Policy) Rules, 2014 notified therein and constituted a CSR committee as per the Act to coordinate and oversee the implementation of CSR initiatives.

An amount of '' 91.88 Lakhs was allocated towards CSR in the FY 2025-26 as per the provisions of the Companies Act, 2013. Against the allocation, expenditure of '' 1.59 Lakhs has been done during the year ending 31.03.2026 considering the multi-year nature of the projects undertaken.

The Annual Report on Corporate Social Responsibility FY 2025-2026 is annexed to the Directors’ report as Annexure - I.

36. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts/arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is annexed to the Directors’ report as Annexure - II. The details of transaction with related party are available in Note 31 under ‘Notes to the Financial Statements’.

37. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

During the year, there were no orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

38. RIGHT TO INFORMATION ACT, 2005

SCILAL has taken steps to comply with the requirements of the Right to Information Act, 2005 (RTI) and has gone online for RTI complaints since January, 2024. There were 7 RTI applications for the year 2025-2026 which were responded to within the timelines.

39. APPOINTMENT AND REMUNERATION POLICY

The appointments in the company are done in accordance with Government of India guidelines. The remuneration to the senior management and other employees of the company is governed by the Presidential Directives issued by the Ministry of Ports, Shipping and Waterways (MoPSW) and Department of Public Enterprises (DPE), from time to time, which form the remuneration policy of the company. Please note that, as of 31.03.2026, there were no permanent employees in SCILAL. To cater to day to day affairs of your company, one Company Secretary (CS) and one Chief Financial Officer (CFO) has also been deputed from SCI.

SCILAL’s Policy on Remuneration of Directors, Key Managerial Personnel, and Other Employees, as last approved and amended by the Board of Directors of the Company at its meeting held on 06th August 2025, is available on the Company’s website https://www.scilal.com/policies.

All Presidential Directives issued by the Central Government have been complied with during the year and the last three years.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) of the Company for the financial year 2025-26 is annexed to Directors’ Report as Annexure - III.

41. SEGMENT-WISE PERFORMANCE

Report on performance of the various operating segments of the Company (audited) is included at Note No. 32 of Notes on Financial Statements (Standalone) for the year ended 31st March 2026, which is forming part of the Annual Accounts.

42. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has formulated the Risk Management Policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

43. DIVIDEND DISTRIBUTION POLICY

Your Company has adopted the Dividend Distribution Policy of the Company as required in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Dividend Distribution Policy is available on https://www.scilal.com/policies.

44. CORPORATE GOVERNANCE

Your Company has a legacy of fair, transparent and ethical governance practices and it believes that good Corporate Governance is essential for achieving long-term corporate goals and to enhance stakeholders’ value. The Report of Directors on Corporate Governance prepared in compliance with the SEBI (Listing Obligation sand Disclosure Requirements) Regulations, 2015 annexed as Annexure IV to the this Report comprehensively describes the structure and practice of Corporate Governance of your Company. The Company ensures continuous endeavour to comply with various applicable statutes, rules, regulations and guidelines etc. The Corporate Governance issues are kept in constant focus by the Board of Directors of your Company and your Company complies with the applicable guidelines both in letter and spirit.

45. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors of the Company has not reported any frauds in FY 2025-26 and FY 2024-25.

46. INSOLVENCY AND BANKRUPTCY CODE

During the year, the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, along with their status was “NIL”.

47. VIGILANCE DIVISION IN SCILAL

Subsequent to SCILAL becoming an independent CPSE, necessary action is being taken to establish a vigilance Division in coordination with the competent authorities.

48. EXEMPTION FROM SIGNING THE MOU FOR 2025-26

Pursuant to the Department of Public Enterprises (DPE) Office Memorandum No. M-01/0001/2025-DPE(PD) dated September 3,

2025, SCILAL was exempted from entering into a Memorandum of Understanding (MoU) with the Government of India for the Financial Year 2025-26. Accordingly, the Company was not required to undertake MoU-related performance commitments for the said financial year.

Further, the disclosure requirements prescribed under DPE Office Memorandum No. M-03/0006/2024-DPE(MoU) dated March 24,

2026, relating to furnishing of specified information in the Annual Report by MoU-signing Central Public Sector Enterprises (CPSEs) for FY 2025-26, are not applicable to SCILAL, as the Company was exempted from signing the MoU for the said financial year.

49. CAUTIONARY STATEMENT

The statements made in the Management Discussion and Analysis report describing Company’s objectives, projections, estimates and expectations may be “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

50. DECLARATION OF INDEPENDENCE

The Competent Authority had appointed Prof. (Dr.) K. Jayaprasad as the Non-official Independent Director on the Board of the Company w.e.f. 15th April, 2025. Further, the Company had received Declaration from Prof. (Dr.) K. Jayaprasad, Independent Director conforming that he met the criteria of Independence and have complied with the Code for Independent Directors as prescribed under Companies Act 2013, the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and DPE guidelines.

The Independent Directors have confirmed that they are registered with the database maintained by the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs.

The Company being a Government Company, the power to appoint Directors (including Independent Directors) vests with the Government of India. The Directors are appointed by following a process as per laid down guidelines. In the opinion of the Board, the Independent Director(s) possess the desired expertise, experience (including proficiency) and integrity.

51. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Your Company, being a Government Company, is exempted from the provisions relating to performance evaluation of the Board and Directors pursuant to the Ministry of Corporate Affairs Notification dated 5 June 2015. However, in order to comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which do not specifically provide for a similar exemption to Government Companies, the Company has adopted an internal Board Performance Evaluation Policy.

In accordance with the said Policy, the Company undertakes performance evaluation of individual Directors, the Board as a whole and the Committees of the Board. Further, as per the SCILAL Board Performance Evaluation Policy, the Nomination and Remuneration Committee is required to review the performance of every Director, including Independent Directors, and the Chairperson.

Though the Company nevertheless undertook the performance evaluation process for individual Directors, the Board as a whole and the Committees of the Board, the outcome of the performance evaluation could not be placed before the Nomination and Remuneration Committee for its review, as the Committee could not be re-constituted in the prescribed manner in the absence of Independent Directors.

SCILAL is a Central Public Sector Enterprise, and the appointment and change in the composition of the Board of Directors are within the purview of the Administrative Ministry/Competent Authority. Accordingly, the Company has limited control over the appointment of Directors, including Independent Directors. The Company is coordinating with the Competent Authority for the appointment of the requisite number of Independent Directors on the Board. Upon appointment and constitution of the requisite Board-level Committees, the outcome of the performance evaluation process will be placed before the Nomination and Remuneration Committee for its review in accordance with the Company’s Board Performance Evaluation Policy.

52. SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

53. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Upendra Shukla & Associates, Company Secretaries to conduct Secretarial Audit from the Financial Years 2025-2026 to 2029-2030. Secretarial Audit Report in Form MR-3 as per Companies Act, 2013 and the Annual Secretarial Compliance Report in compliance with Regulation 24A of SEBI LODR Regulations 2015 for the financial year 2025-26 is appended to the directors’ report.

The Secretarial Auditor in his report for the year ended 31st March, 2026 has brought out that:

i. During the period under review, the Board was not constituted as required under Section 149 of the Act, Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 3.1 of DPE Guidelines (including nonappointment of Woman Director).

ii. The Company did not have requisite number of Independent Directors on the Board as required under Section 149(4) of the Act, Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 3.1.4 of DPE Guidelines during the period under review.

iii. The Board did not have minimum required number of Directors as required under Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period under review. Further, the Board did not have minimum required number of Directors as required under Section 149 (1) of the Act during the period from 01st April, 2025 to 14th April, 2025 and a woman director under Section 149 (1) of the Act and Regulation 17(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period under review.

iv. In absence of requisite number of Independent Directors, the Audit Committee was not properly constituted as required under Section 177(2) of the Act, Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 4.1 of DPE Guidelines during the period under review.

v. In absence of requisite number of Non-Executive Directors/ Independent Directors, the Nomination and Remuneration Committee is not properly constituted as required under Section 178 of the Act, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 5 of DPE Guidelines during the period under review;

vi. In absence of requisite number of Non-Executive Directors/Independent Directors during the periods 1st April, 2025 to 14th April, 2025 and 23rd February 2026 to 11th March, 2026, the Stakeholders Relationship Committee was not properly constituted as required under Section 178 of the Act, Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the aforesaid period.

vii. In absence of Independent Director during the period 1st April, 2025 to 14th April, 2025, the Risk Management Committee was not properly constituted as required under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the aforesaid period.

viii. In absence of required number of Independent Directors (there was only one Independent Director from 15/04/2025 to 31/03/2026), no meeting of Independent Directors, in which non-Independent Directors do not attend, was held as required under Reg. 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV- Para VII of the Companies Act, 2013.

The Management views on the above observation are as follows:

The Company being a Public Sector Undertaking (PSU), only the Competent Authority can appoint Director(s) on Board. The Company through its letters dated 23-05-2025, 04-06-2025, 26-08-2025, 02-09-2025, 02-12-2025, 24-12-2025, 23-01-2026, 04-03-2026 and 26-03-2026 had taken up this matter to Competent Authority with a request to appoint requisite number of Independent Directors and Women Director on its Board.

54. AUDITORS REPORT

A. The Statutory Auditors have given an unqualified report on the Financial Statement of the Company for the Financial Year 2025-26.

B. The Comptroller and Auditor General of India had NIL comments for the year ended 31st March 2026.

55. OTHER DISCLOSURES

• The Company is not required to maintain cost records as per Section 148 (1) of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014.

• Status of Pending (Comptroller and Auditor General of India) Para’s -

• The Company is not a member of the United Nations Global Compact (UNGC). However, it remains committed to upholding the core values of ethical business conduct, including respect for human rights, fair labour practices, environmental responsibility, and zero tolerance towards corruption, in alignment with globally recognised principles.

• There was no change in the nature of business of the company during the financial year ended 31st March 2026.

• The company has not availed any loans during the year 2025-26. Accordingly, no settlement has taken place with any of the Bank or Financial Institution during the financial year 2025-26.Therefore, no disclosure or reporting is required in respect of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

56. ACKNOWLEDGEMENTS

The Directors express their sincere gratitude for the continued guidance, encouragement and support received from the Government of India, especially the Ministry of Ports, Shipping and Waterways, as well as various State Governments, regulatory and statutory authorities.

Your Directors also wish to express their thanks to the officials in the Ministry of Ports, Shipping and Waterways for the unstinted support given by them in various matters concerning the Company. Your Directors would also like to convey their thanks to other Ministries who have played a vital role in the continued success of your Company. The Directors thank the shareholders, other stakeholders and valued customers for the continued patronage extended by them to your Company.

Last but not the least, your Directors wish to record their deep appreciation for the dedicated service of SCI employees without whose co-operation and efforts the achievements made by your Company would not have been possible.

1

DNS - Diploma in Nautical Science Course & ETO - Electro Technical Officer Course (Utilisation has been reduced to meet the onboard training slots available in SCI fleet vessels and the availability of hostel accommodation at MTI)

2

GME - Graduate Marine Engineering Course; (GME two batches are being conducted every calendar year. Accordingly, in year 2025, two batches were conducted in March and August respectively. And in year 2026, one batch has already commenced from 6th April 2026.)

NCV - GP Rating (NCV-NWKO) Course

D. Outlook Real Estate

The Board of Directors of your Company, at its meeting held on 04 February 2026, approved changes to the existing arrangements relating to leasing/licensing of certain commercial premises, residential accommodations and related facilities licensed by SCILAL to SCI.

The revised arrangements, effective from 01 April 2026, are aimed at rationalisation of the existing terms and optimisation of asset utilisation. The revised framework is expected to enhance and rationalise the revenue stream of the Company from its licensed assets. Further, the Company may contemplate the following initiatives for capacity addition:

• Redevelopment of certain properties in Mumbai, along with renovation/refurbishment of the Company’s existing properties (including flats) located in various housing societies in Mumbai and Kolkata, may be undertaken to enhance their functional efficiency, improve assets utilisation, and adapt them to contemporary requirements. This approach would be cost-effective and environmentally sustainable, while also enabling the Company to maximize the value and potential of its existing assets.

Your Directors take great pleasure in presenting the 04^th Annual Report on the working of your Company for the Financial Year ended 31^st March, 2025. This report outlines your Company’s performance, achievements and future plans in the dynamic real estate market; with an emphasis on training and re-training of personnel.

1. STATE OF COMPANY’S AFFAIRS

Shipping Corporation of India Land and Assets Limited (hereinafter referred to as “SCILAL’ / Company), a Government Company, within the meaning of Section 2(45) of the Companies Act, 2013, having its registered office at Shipping House, 245, Madame Cama Road, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021, was incorporated on November 10, 2021, with the object of holding and disposing the Non-core Assets of Shipping Corporation of India (SCI) distinct from the disinvestment transaction of SCI. The demerger order transferring SCI’s non-core assets into SCILAL was issued by MCA on 22^nd February, 2023.

Your Company has been listed on BSE Limited and National Stock Exchange of India Limited with effect from 19^th March 2024, enabling trading of shares, creating wealth and investment opportunities for our esteemed shareholders. The Company is categorized as Schedule ‘C’ Central Public Sector Enterprise.

Additionally, your Company’s objects clause was expanded by adding sub-clause 08 vide Special Resolution passed at the 03rd Annual General Meeting of the company held on 20^th September, 2024. This new sub-clause empowers your Company to collaboratively establish, manage and support global maritime training institutions for ship officers, navigators, marine engineers, naval architects, radio operators, technicians and other maritime professionals.

The above figures have been extracted from the standalone financial statements as per Indian Accounting Standards (Ind AS).

4. ACCOUNTING TREATMENT

In preparation of financial statements, the Company has followed the Indian Accounting Standards (Ind AS) laid down by the Ministry of Corporate Affairs and the relevant provisions of the Companies Act, 2013.

5. APPROPRIATIONS

The working results for your Company for the year 2024-25 shows a net loss of '' 18,938 lakhs which has been transferred to Retained Earnings.

6. DIVIDEND

The Board of Directors at its meeting held on 06.05.2025 had recommended a Dividend of '' 0.55 /- per equity share of '' 10/- each for the Financial Year ended 31^st March, 2025 subject to approval of the Shareholders at the ensuing Annual General Meeting.

7. SHARE CAPITAL

Equity Share Capital of your Company as on 31.03.2025 is as follows:

11. JOINT VENTURES

(i) Irano Hind Shipping Company

Pursuant to demerger scheme, the Company holds 49% in Irano Hind Shipping Company, PJ.S (IHSC) a joint venture company. As per directives received from the Govt. of India, it has been agreed to dissolve the Company. The investment in IHSC is classified as Assets Held for Sale. However, as of date, legal transfer of the investment and associated liability is under process and the Company is taking necessary and appropriate actions in this regard.

(ii) SAIL SCI Shipping Pvt. Ltd. (SSSPL)

Pursuant to demerger scheme, the shares of the joint venture of SAIL SCI Shipping Company Pvt. Ltd. (SSSPL) are transferred to the company from SCI. SCI and SAIL had co-promoted a JVC “SAIL SCI Shipping Pvt. Ltd.” (SSSPL), which was primarily to cater to Sail''s shipping requirements. The JVC was incorporated on 19.05.2010. However, due to continued depressed freight levels, the JVC could not justify tonnage acquisition and both the Boards of SCI & SAIL decided to voluntarily wind up the company. The process of winding up of JVC has completed and the said Company is now dissolved. SCILAL has written off investment in SSSPL of ''10 Lakh in its books of accounts during the quarter ended 30^th June 2025.

12. ISO CERTIFICATION

Maritime Training Institute, Powai is Quality Management System (ISO 9001:2015) certified.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes & commitments affecting the financial position of the Company, which have occurred between the end of the financial year and date of this report.

14. CREDIT RATING DETAILS

SCILAL has not availed any credit facility since incorporation therefore no credit rating was obtained in FY 2024-25 and FY 2023-24.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments are given in the notes to financial statements. The company has not availed any loans during the year 2024-25.

16. DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/ PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITY

The Company had declared a dividend of '' 30.74 Crores (approx) for FY 2023-24. Out of this an amount of '' 19.60 crores (approx) was paid to Govt of India on 07.10.2024.

17. EXTRACT OF ANNUAL RETURN

In compliance with section 134 (3) (a) of the Companies Act, 2013 read with relevant rules, the annual return of the Company is available on its website under https://www.scilal.com through https://www.scilal.com/annual-return.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is here by confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31.03.2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the accounts for the financial year ended 31.03.2025 on a “going concern” basis; and

e) That the Directors, had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts/arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is appended to the Director’s Report. The details are also available in Note 29 under ‘Notes to the Financial Statements’.

20. PARTICULARS OF EMPLOYEES

Your Company, being a Govt. Company, is exempted to furnish information under Section 197 of Companies Act, 2013 vide Ministry of Corporate Affairs (MCA) Notification dated 05.06.2015.

21. EMPLOYEES STOCK OPTION SCHEME

The Company does not have any Employee Stock Option Scheme.

22. COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The terms and conditions regarding appointment and remuneration of Directors are fixed by Ministry of Ports, Shipping and Waterways (MoPSW), the Government of India.

23. RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improve the governance practices across the activities of a company. SCILAL has developed a risk management policy which was approved by its board of directors on 08.05.2023 and subsequently amended on 06.08.2025 and is available on the website of the Company i.e. www.scilal.com under the tab of ‘Policies’. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. SCILAL is committed to develop an integrated Risk Management Framework:

• To achieve its strategic objectives while ensuring appropriate management of risks

• To ensure protection of stakeholders value

• To strive towards strengthening the Risk Management System through continuous learning & improvement

In the Policy, every employee of the Company is recognized as having role in risk management for identification of risk to treatment and shall be invited & encouraged to participate in the process. The Audit Committee & the Board will review the policy & procedures periodically. Your Company has formulated the Risk Management policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are being carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Conservation of Energy:

SCILAL endeavours to maximise energy conservation by the adoption of sustainable practices aimed at diminishing energy consumption in both buildings and construction procedures. This objective is being achieved through the incorporation of energy - efficient technologies, including lEd lighting, solar panels and energy-efficient HVAC systems, thereby effectively lowering energy usage and minimizing operational expenses. Additionally, promoting green building practices, such as using eco-friendly construction materials and designing energy-efficient buildings, can contribute to conserving energy resources and reducing the carbon footprint of the Company.

i. Steps taken or impact on conservation of energy:

LED lights have already been installed in Shipping House and they have resulted in considerable reduction in power consumption. It is envisaged to install the same in MTI Powai, on incremental basis, in the near future, which will further contribute to our energy saving efforts. As part of this initiative, all defective lights are being replaced with new LEDs.

ii. The steps taken by the company for utilising alternate sources of energy:

Solar Power Plant of 0.515 MW capacity has already been installed at MTI Powai.

Technology Absorption, Adoption and Innovation:

Technological advancements have brought about remarkable changes across all sectors in India. By embracing technological advancements SCILAL can streamline processes, improve efficiency and enhance customer experiences.

The Company has advanced in IT implementation by deploying a dedicated cloud-based accounting software to maintain its books of accounts, ensuring compliance with the Companies Act, 2013. Additionally, the Company is conducting a detailed study to implement a structured end-to-end ERP process to support its daily operations.

Environmental Protection and Conservation:

Given the real estate development sector’s potential environmental impact, including deforestation, habitat destruction, and increased pollution, SCILAL is committed to adopting eco-friendly practices. SCILAL emphasizes the use of sustainable building materials and strict adherence to environmental regulations to mitigate these effects.

Renewable Energy Developments:

The Maritime Training Institute operates a solar power plant with a capacity of approximately 0.515 MW across its office and other buildings. This initiative helps reduce energy costs and contributes to sustainability efforts.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and out go in FY 2024-25 and FY 2023-24.

26. PUBLIC DEPOSIT

The company has not accepted any deposits for FY 2024-25 and FY 2023-24.

27. UPDATES ON DEMERGER

The Company has been incorporated with the object of holding and disposing the Non-core Assets of The Shipping Corporation of India Limited (SCI). Further, the Ministry of Corporate Affairs vide its order dated 22^nd February, 2023, has approved the Scheme of Arrangement for Demerger of Non-Core Assets of Shipping Corporation of India Limited (Demerged Company / SCI) into Shipping Corporation of India Land and Assets Limited (Resulting Company / SCILAL) (“Scheme of Demerger”). The Effective date for the Scheme of Arrangement for Demerger is 14.03.2023. Thereafter, SCI in its Board Meeting dated 20.03.2023 approved record date 31.03.2023 for Allotment of shares of SCILAL in the ratio of 1:1 to eligible shareholders of SCI. Accordingly, The Board of Directors in its meeting dated 06.04.2023 allotted 46,57,99,010 Equity Shares having face value '' 10/- to the Shareholders of SCI in consideration of Demerger of Non-Core Assets Pursuant to clause 9 of the Scheme of Demerger.

28. UPDATES ON TRANSFER OF NON-CORE ASSETS FROM SHIPPING CORPORATION OF INDIA LIMITED

In accordance with the MCA Order dated 22.02.2023, during the Financial Year 2023-2024, titles of all Fixed Deposits eligible to be transferred to Shipping Corporation of India Land and Assets Limited (SCILAL) have been transferred in to their name.

Consequent to the approved Demerger Scheme, all non-core assets (i.e., real estate properties) of The Shipping Corporation of India Ltd. (SCI), as listed in the scheme, have been transferred de facto to Shipping Corporation of India Land and Assets Limited (SCILAL). To effectuate the de jure transfer, the execution and registration of conveyance deeds with the respective Land & Revenue Departments of State Governments is required. The Company is actively pursuing the necessary legal and administrative steps in this regard. Brief details of transfer of non-core assets are as under:

a) Subsequent to the issuance of a Stamp Duty Exemption Order by the Government of West Bengal, registration of all freehold properties located in Kolkata has been completed on 22.03.2024. Transfer Deeds for 15 flats and Shipping House, Kolkata have been registered and the original registered documents have been received by the Company. Mutation (name change) entries with the Kolkata Municipal Corporation will also be undertaken in due course.

b) To facilitate transfer of properties in Maharashtra from SCI to SCILAL, Office of the Collector of Stamps, Enforcement - 1 in Case No. ADJ/249/2024 dated 16.09.2024, has issued a certificate which was received by the company on 16.07.2025, wherein it has been certified that under Section 32(1)(a)(b) of the Maharashtra Stamp Act, the Demerger Scheme is exempted from payments of Stamp Duty vide Government of Maharashtra Notification No. Mudrank-2023/698/C.R. 436/M-1 (Dhoran) dated 12.10.2023. Adjudication process for residential freehold properties aimed at enabling the execution of Transfer Deeds at the respective Sub-Registrar offices is currently in process. Additionally, follow-ups are being actively pursued with the concerned authorities for issuance of No Objection Certificates (NOCs) for Lease hold and Grant properties from Maharashtra State Govt., by SCI to facilitate the transfer of Shipping House (Lease hold property) and Maritime Training Institute (Land given on Grant) to the Resultant Company i.e., SCILAL.

c) Additionally, the Company is taking necessary and appropriate actions for the legal transfer of Irano Hind Shipping Company, PJ.S (IHSC) from SCI to SCILAL.

29. SERVICE LEVEL AGREEMENT FOR OPERATIONS OF THE COMPANY

The operations of SCILAL during the Financial Year 2024-25 were managed by the Shipping Corporation of India Limited vide a service level agreement entered between the Company and SCI.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The following remaining information w.r.t. addition of new sub-clause (i) under clause 1 in Part B (Management Discussion And Analysis) of Schedule V of SEBI (LODR) Regulations, 2015.

Ratios - Details of Significant changes and explanation thereto:

Debtors Turnover- Debtors had significantly decreased in FY 2024-25 as compared to FY 2023-24.

Inventory Turnover- The Company did not report any inventory as on 31.03.2025 and 31.03.2024.

Interest Coverage Ratio- The Company did not avail any loan in FY 2024-25 and FY 2023-24.

Current Ratio - Current Ratio stood at 4.20 in FY 2024-25 as compared to 3.98 each in FY 2023-24.

Debt Equity Ratio- The Company did not opt for loans in FY 2024-25 and FY 2023-24.

Operating Profit Margin stood at 63.04% in current year as against 55.70% in last year due to better revenue income.

Net Profit Margin stood at (1.83)% in FY 2024-25 as compared to 48% in FY 2023-24#

Return on Net worth for FY 24-25 stood at (29.89)% as against 7.72% in FY 2023-24.#

Return on Equity stood at (6.09) % in FY 2024-25 as compared to 1.49% in FY 2023-24.#

# The Company has created DTL of '' 238.34 crores on Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

A. Industry structure and developments.

Real Estate

The real estate sector is a vital pillar of the global economy, encompassing a wide range of activities related to the development, transaction, management, and financing of properties. Core stakeholders, including development companies, real estate agencies, property management firms, REITs, construction companies, and mortgage lenders, each play a distinct and essential role in driving the sector’s growth and stability. Recent advancements underscore the industry’s adaptation to emerging trends such as technology integration, sustainability initiatives, co-living spaces, affordable housing, urban renewal, and ESG-focused investing. These developments highlight the sector’s continuous evolution in response to shifting consumer demands, technological progress, and environmental imperatives.

Key Developments in Maritime Training

1. Maritime Training Institute (MTI): The maritime industry plays a critical role in global trade and transportation, with a vast network of ships and seafarers operating across the world’s oceans. Maritime training is an essential aspect of ensuring the safety, efficiency and competency of the workforce in this industry. Over the years, the maritime training sector has undergone significant developments to keep up with technological advancements, changing regulations and evolving demands.

2. Technological Advancements: The maritime industry has seen a swift integration of technology into various operations, including training. Simulation technology has become more widespread, allowing trainees to practice navigation, maneuvering, and emergency scenarios in realistic virtual environments. E-learning platforms and computer-based training have also gained popularity, providing remote learning opportunities for seafarers.

3. Competency-Based Training: Traditional maritime training often followed a prescriptive approach, where the emphasis was on fulfilling minimum regulatory requirements. However, the industry has shifted towards competency-based training and assessment. This approach focuses on evaluating seafarers’ practical skills and abilities, ensuring they can perform their duties effectively in real-world situations.

4. Focus on Safety and Environmental Protection: With a growing emphasis on safety and environmental protection in the maritime industry, training programs have incorporated modules on pollution prevention, environmental regulations and emergency response procedures. The goal is to create a safety-conscious and environmentally responsible workforce.

5. Human Element and Soft Skills Training: Beyond technical proficiency, maritime training has recognized the importance of developing soft skills among seafarers. Effective communication, teamwork, leadership and cultural awareness are now included in training curricula to improve crew cohesion and performance.

6. Digitalization and Data Management: The increasing adoption of digital systems onboard ships requires seafarers to possess data management and cybersecurity skills. Training programs now incorporate modules on cyber awareness and data handling to mitigate potential risks.

7. Upgrading Training Facilities: Maritime training institutions and centers have invested in upgrading their infrastructure and equipment to meet the demands of modern training methodologies. State-of-the-art simulators, well-equipped workshops and comfortable accommodation facilities have become increasingly prevalent. Existing GMDSS GOC Course software has been upgraded. Existing Computer Laboratory has been upgraded with placement of new Laptops.

The maritime training industry has undergone significant developments to adapt to the changing landscape of the maritime sector. Technological advancements, competency-based approaches, safety and environmental awareness, soft skills training, digitalization and remote learning have reshaped the way seafarers are trained. As the industry continues to evolve, maritime training will remain a dynamic and essential component in ensuring a skilled and competent workforce that meets the challenges of the maritime world.

B. Strengths, Weakness, Opportunities and Threats.

SWOT of Real Estate

The domestic real estate sector in India is a key driver of employment and economic value, contributing around 11% to the Gross Value Added (GVA) since 2011-12 and closely linking with nearly 50% of India’s GDP It plays a crucial role in supporting urbanization, infrastructure development and the nation’s demographic dividend, with significant contributions to government revenue and socio-economic progress. Despite facing challenges such as regulatory complexities, liquidity issues and market fluctuations, the sector presents significant growth opportunities, particularly in affordable housing, technological integration and sustainable development. As India’s economy continues to grow, the real estate sector remains pivotal in job creation, infrastructure development and overall economic advancement.

It is envisaged that, SCILAL may engage in the ownership, management and administration of residential and commercial properties, encompassing both land and buildings across various locations in India. Presently, SCILAL holds significant real estate assets situated in prominent areas of Mumbai, the commercial capital of India, as well as in the metropolitan city of Kolkata, thus establishing itself as a significant governmental real estate holding entity.

The company could leverage its concentrated pool of flats in same localities, by leasing / selling them to other PSU or private entities. Also maximum utilization of its flats can be achieved by listing in governmental General Pool accommodations.

SWOT of MTI

Maritime Training Institute (Powai) has advanced facilities for maritime education and training including workshop, simulators, laboratories, such as GMDSS, ECDIS, ROC-ARPA, Bridge Simulator and well-resourced Library, etc. Advanced firefighting training mock-up at MTI, is one of the oldest and the best in India now. All class rooms are air-conditioned and monitored by CCTV and a seminar room of 60 pax capacity, an auditorium of capacity 198 pax is also an integral part of the institute. MTI has hostel facility to accommodate up to 300 participants and a large playground, gymnasium for residential students and all are inside the campus. A well maintained International Guest House is also inside the campus.

MTI has a collection of more than 7500 books in its library and digitization of the contents of the library is also in progress. Sagar Gyan Academic Building has Ground plus two structure for conducting various courses, such as Pre-Sea, Post-Sea, STCW and Value Added Courses etc. Classrooms are equipped with smart boards and modern training equipments. MTI is also, continuously enhancing its training and residential facilities by providing Wi-Fi and CCTV enabled campus to its participants and faculties.

Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the various facets of the training in Marine sector, such as Shipping Management, Engineering and Navigation. Responding to industry needs, MTI has introduced many new courses, such as: Proficiency in Survival Craft and Rescue Boats (PSCRB) Course, Revalidation courses for Deck Officers (i.e. Master, Mates and 2^nd Mates) and has commenced GP Rating leading to NwKo NCV Course in July 2024. It is also in the process of commencing Welder Course and many other courses.

MTI is one of two (02) training institute to conduct GMDSS GOC examination in India West Zone approved by DG Shipping and WPC. Existing GMDSS GOC Course software is being upgraded.

MTI commits to keep innovating for new courses from time to time to meet the training needs of the industry and nation. MTI has large faculty resource, experienced Master Mariners, Chief Engineers and other professionals are working on regular as well as visiting basis. Many MTI faculties are having extra masters / post graduate degree from the World Maritime University at Sweden.

MTI faculties and instructors are encouraged to upgrade their knowledge by attending relevant courses and seminars at regular intervals. Some faculties are also approved external examiner of DGS for COCs in Nautical and Engineering Department. The faculties and instructors are encouraged to attend various technical and value added seminars.

To enhance its market presence and maintain a competitive edge, MTI will explore the implementation of targeted marketing strategies proven effective by industry-leading training institutions. Simultaneously, the institute will prioritise continuous infrastructure upgrades utilizing the latest technologies.

The global increase in vessels presents a significant growth opportunity for MTI’s maritime programs. MTI’s strong faculty and infrastructure position it perfectly to address this growing demand.

Since inception, MTI has developed many courses that have contributed to the Indian maritime industry. Innovative value added courses on safety and commercial aspects are being conducted as required by SCI and any other reputed companies. MTI is also among the pioneer institutes to commence Vertical Integration Course for Trainers (VICT) earlier known as TOTA and Assessment, Examinations & Certification of Seafarers (AECS) course, in India.

MTI sets itself apart by continuously innovating its services, delivery methods, and training processes. This commitment extends beyond academics, focusing on the holistic development of each student and cadet. Through the following range of unique activities and initiatives, MTI provides its participants with exceptional exposure to the maritime industry:

• Online assignments and assessments are made part of curriculum for trainees at MTI.

• Adoption of new teaching methodologies by Faculties at MTI i.e. interactive classes through quizzes, PPTs, role plays etc., workshops and tutorials focusing beyond prescribed syllabus to prepare officers for tomorrow.

• Special Guest lecturers for TNOC, GME and ETO cadets on regular basis by Renowned Industry Experts (IMS and Insurance Experts) for enhancing practical aspects of Maritime Education, Mental Health and Work Environment.

• Focus on Research Projects done by cadets to enhance their industry knowledge, creativity and innovativeness.

• Technical Fest to improve research, presentation, communication and officer like qualities in the MTI cadets. Cadets prepare and present technical papers on the modern trends of the Industry. Distance learning programme of Cadets are being done during their onboard training.

• Ship visits and dock visits to interlink the theoretical knowledge with practical aspects.

• Beyond the curriculum, Cadets are also given exposure to the schemes and initiatives of Government of India, such as Vigilance awareness and cleaning drives under Swachhta Pakhwada.

• Value added topics related with management / long term studies by management experts such as communication skills for pre-sea training courses.

Currently, MTI serves and benefits many reputed organizations / shipping companies by providing its training services. Some of them are as following:

> Wilhelmsen Ship Management (IMTC)

> Oil and Natural Gas Corporation (ONGC)

> Institute of Marine Engineers of India (IMEI)

> Loyalty Marine Education Trust (LMET)

> and many more...

MTI has MOUs / Agreement with leading organizations like IMTC, IMEI, Loyalty Marine and Hind Terminal for imparting training to their employees. Additionally, MTI is in the process of signing a MOU with IIT Mumbai for customized training programs.

MTI has a rich history of providing highly skilled professionals and leaders to the global maritime industry. Furthermore, MTI is a champion for diversity, actively encouraging women to pursue careers at sea. To support female participation, MTI offers incentives like fee concessions and age relaxation to lady officers for pre-sea courses such as Diploma in Nautical Science (DNS) (affiliated to Indian Maritime University), Graduate Marine Engineering (GME), and Electro-Technical Officer (ETO).

MTI has proudly trained total 85 Nos. of Lady Officers (i.e. 74 Nos. of DNS, 06 Nos. of ETO and 05 Nos. of GME). Our Lady Officers have been well recognized and appreciated in the Maritime Industry. MTI has contributed significantly in emergence of our country as an advanced seafaring nation and has the vision to continue to do so.

It is a matter of pride that all pre-sea courses of MTI, DNS, GME & ETO are rated as A1 (Outstanding) Grade with 90.31% rating, as per the CIP (Comprehensive Inspection Program) of the Directorate General of Shipping (DGS) Govt. of India conducted on 27.07.2023 (validity of certificate is till 26.07.2027). MTI also rated A1 (outstanding) Grade during Post-sea and STCW Modular CIP Audit carried out on 05.03.2025.

In year 2024-25, Maritime Training Institute, Powai has conducted 234 nos. of residential and non-residential courses for imparting training to 3122 seafarers / candidates on following categories:

a. DNS (TNOCs), pre-sea training residential course leading to 79 nos. Navigating Officers;

b. GMEs (TMEs) pre-sea training residential course leading to 80 nos. Marine Engineer Officers;

c. ETOs, pre-sea training residential course leading to 80 nos. Electrical / Electro-Technical Officers; and,

d. NCVs pre-sea training residential course leading to 39 nos. GP Rating leading to NWKO NCV Officers; and,

e. Various STCW / Modular and Industry need based non-residential courses to 2844 nos. seafarers.

MTI has trained 1,92,648 candidates since its inception.

MTI is Quality Management System (i.e. QMS) certified Training Institute for Design, Development, Delivery & Assessment of Marine Education and Training. MTI has some of the best faculty, who have been awarded with various prestigious awards, such as Lloyd’s List Training Award, The Maritime Standard Award, Gateway Award, Samudra Manthan Award and Golden Peacock Award.

During visit of IMO Secretary General Mr. Arsenio Dominguez to India, he visited MTI on 20.02.2025 along with other Maritime Industry dignitaries and witnessed the potential of MTI and Govt. of India’s future planning for establishment of IOCE - SMarT (Indian Ocean Centre for Excellence for Sustainable Maritime Transport).

Ministry of Ports, Shipping and Waterways (MoPSW) is contemplating the establishment of Indian Ocean Centre of Excellence for Sustainable Maritime Transport (IOCE-SMarT) at MTI, Powai, with the objective of transforming the maritime sector in India and Indian Ocean region into a technologically advanced, environmentally sustainable, and digitally proficient industry. This initiative intends to focus on the latest technologies

and practices for reducing greenhouse gas emissions, fostering technical cooperation, capacity building, and the digital transition of the maritime sector in India specifically and Indian Ocean countries broadly. The Consultative Document of the proposed lOCE-SMarT was released by the Hon’ble Minister of Ports, Shipping and Waterways (MoPSW) at the Green Shipping Conclave at Mumbai on 20.02.2025.

To enhance the standard of training atmosphere and meet the aim of lOCE-SMarT, following are in progress:

There will be 10 specialised verticals in lOCE-SMarT project with an aim to foster targeted expertise, innovation and collaboration across key areas of maritime development. Each vertical under lOCE-SMarT focuses on bridging the gap between theoretical advancements and their practical applications. Following lOCE-SMarT verticals collectively contribute to the sustainable growth of the Indian Ocean maritime ecosystem.

1. BMSMarTC: Regional Collaboration for BlMSTEC Countries

2. DigiSMarT: Digital lntegration and Smart Technologies

3. LawSMarT: Maritime Legal Expertise

4. FinSMarT: Sustainable Financing Mechanisms

5. lnnovSMarT: Driving lnnovation and Technological Advancement

6. CollSMarT: lnternational Partnerships and Cooperation

7. EduSMarT: Maritime Education and Skill Development

8. EcoSMarT: Environmental Sustainability

9. TechSMarT: Promoting Maritime Technology Development

10. GreenSMarT: Providing Sustainable Maritime Solutions The following areas requires further improvement -

• Civil lnfrastructure (Structural Repairs): Various lnfrastructure & facilities have to be upgraded such as lnternal Roads, Sagar Gyan Structural Repairs, improvement of Hostel facilities with addition of capacity in hostels, illumination of common areas, renewal of existing fresh water pipeline arrangement, revive / reconstruction of existing well for garden irrigation, renewal of campus boundary wall etc.

• Upgrade in Technology for Simulator: The existing Simulator has to be upgraded with new age Simulator (both hardware & Software) of latest possible technology.

C. Segment-wise or product-wise performance.

Real Estate

All the assets (land & buildings) in Mumbai except MTl and Property in Malad (Jangla Nagar), all the flats in Kolkata and three floors of Shipping House, Kolkata have been given on lease to SCl consequent to framework agreement executed between SClLAL and SCl, which is valid till disinvestment completion date of SCl.

a. Redevelopment of its property in Malad (Jangla Nagar), Mumbai; a Housing Society completely owned by SCILAL.

b. Renovating / refurbishing its existing properties (i.e. Flats) located in various Housing Society in Mumbai and Kolkata, so as to increase their functional efficiency or adapt them to new uses. This approach will be cost-effective, environmentally sustainable and also maximize the potential of existing assets.

MTI

MTI is in the process of upgrading its facilities to impart quality MET (Maritime Education and Training) which are beyond STCW and value added

courses. Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the various facets of the Marine training, such as Shipping

Management, Engineering and Navigation. On demand of the industry, MTI has introduced many new courses, such as: Proficiency in Survival

Craft and Rescue Boats (PSCRB) Course, revalidation courses for Deck Officers (i.e. Master, Mates and 2nd Mates) and has commenced GP

Rating leading to NWKO NCV Course in 1^st week of July, 2024, Welder Course and many others.

MTI has added various Pre-Sea and Post-Sea Courses over time, the last 2-3 years seeing additions in the following courses:-

1. ETO (Electro Technical Officer)

2. Second Mate (FG)

3. Chief Mate Phase I & Phase II

4. Various Customized Training to Individuals / Corporates as per Requirement.

E. Risks and concerns

Real estate in India faces a variety of complex problems due to the unique characteristics of the Indian market. Some of the major challenges that would be faced by SCILAL in terms of its assets would include:

a. Regulatory environment: The Indian real estate sector is heavily regulated, which can make it difficult to navigate the complex legal and

regulatory landscape. In this regard, the need to have all the requisite documentation in place, in respect of the real estate owned by

SCILAL, cannot be emphasised. Some of the flats owned by SCILAL, retain legacy issues in so far as inadequate documentation, which have to be mitigated, so as to realise their full value.

b. Construction challenges: Since most of the properties transferred to SCILAL were purchased / transferred to SCI prior to 1980, by its predecessor companies, the quality of construction has deteriorated over the time. In view of the aforesaid fact the flats / assets of SCILAL needs substantial investment to make them habitable for leasing out or selling. Also, some of the properties of SCILAL are due for redevelopment and this could bring about significant gains in terms additional FSI being accrued to the owners, thereby leading to increase in the value of the property.

c. Opportunities: The dilapidated property owned by SCILAL at Malad (Jangla Nagar) which is located in a commercially viable location, presents an excellent opportunity for SCILAL to undertake a re-development and transform it into a state of art Commercial Complex capable of generating significant stream of revenue for the company.

d. Sales and marketing: The Indian real estate market is highly competitive and a company will only be able to attract buyers if only it is able

to differentiate itself. Effective sales and marketing strategies are therefore essential for success. Also assistance of external agencies (real estate agents and website designers / promoters) is required towards their conception and implementation.

e. Economic volatility: The Indian economy is subject to significant volatility, which can impact the real estate sector. Economic slowdowns can lead to declining in demand for real estate, while inflation and interest rate fluctuations can increase costs and reduce profitability.

MTI

f. Civil Infrastructure (Structural Repairs): Various Infrastructure & facilities at MTI have to be upgraded such as Internal Roads, Sagar Gyan Structural Repairs, improvement of Hostel facilities with addition of capacity in hostels, illumination of common areas, renewal of existing fresh water pipeline arrangement, revive / reconstruction of existing well for garden irrigation, renewal of campus boundary wall etc.

g. Upgrade in Technology for Simulator: Existing Simulator used for training at MTI has to be upgraded with new age Simulator (Both hardware & Software) of latest possible technology.

h. Workshop Training: Currently various Workshop Trainings for GME and ETO are being undertaken by external organizations approved by DG Shipping, which leads to extra resource consumption for MTI.

i. IT Infrastructure: MTI is in need to upgrade its IT infrastructure.

j. Faculty Matrix: MTI needs to hire experienced manpower / faculty at senior positions for specific courses, as experienced faculty induce increase in course participation.

F. Competition from other sectors:

Real Estate

As SCILAL is presently not into active real estate business and is rather holding real estate assets, pursuant to demerger scheme. Also, the real estate assets of SCILAL are presently on lease to SCI. Hence, at present there is no competition with others.

MTI

Currently, we face competition from other private Maritime Training Institutes that extensively utilize their resources to attract course participants through digital marketing, social media campaigns, advertisements in marine magazines, and various other marketing strategies. Despite our competitively priced courses, our course enrollment rates have been impacted due to the absence of robust physical infrastructure and promotional resources.

G. Internal control systems and their adequacy.

Your Company has formulated the Risk Management policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are being carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

H. Discussion on financial performance with respect to operational performance.

SCILAL has reported profit before tax of '' 6,514 lakhs in FY 2024-25 as against a profit of '' 5,510 lakhs in FY 2023-24. The MTI segment has reported a loss of '' 690 lakhs in FY 2024-25 as compared to loss of '' 1,156 lakhs in FY 2023-24, while the average interest of around 8% was earned in FY 2024-25 as well as in FY 2023-24 on the funds received as a part of demerger scheme. The net loss for the company for the FY 2024-25 is '' 18,938 lakhs as compared to net profit of '' 4,749 lakhs for FY 2023-24. The loss reported in the FY 2024-25 pertains due to the recognition of Deferred Tax Liability under Ind AS 12 of '' 238.34 crores on MTI Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

I. Material developments in Human Resources / Industrial Relations front, including number of people employed

SCILAL received board approval on November 10, 2023, to initiate the recruitment of manpower resources. Presently, operations are managed by SCI under a service level agreement. The manpower planning process for SCILAL has been completed, with a total sanctioned strength of 27 positions. Recruitment in phase wise manner is under process. To cater to day to day affairs of the company, one Company Secretary and one Chief Financial Officer has been deputed from SCI.

J Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

Return on Net Worth (%)-The return on Net worth for the FY 2024-25 stood at (29.89%) as compared to 7.72% FY 2023-24.

Return on Equity -The return on Equity of your company was (6.09%) for the year ended 31.03.2025, as compared to 1.49% for the year ended 31.03.2024

31. RESERVATION POLICY

As of March 31,2025, it is worth noting that SCILAL did not have any employees recorded on its payroll.

32. SC/ST/OBC REPORT

As of March 31, 2025, it is worth noting that SCILAL did not have any employees recorded on its payroll, thus no data is available to be disclosed under this section.

33. WOMEN REPRESENTATION

As of March 31, 2025, it is worth noting that SCILAL did not have any employees recorded on its payroll, thus no data is available to be disclosed under this section.

34. POLICY TO PREVENT SEXUAL HARASSMENT AT WORKPLACE

As of March 31, 2025, it is pertinent to highlight that SCILAL had no employees registered on its payroll, consequently leading to the absence of an Internal Complaints Committee as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, all candidates of pre-sea residential courses, are undergoing the Awareness and Training course regarding ‘Sexual Harassment of Women at Workplace’, as part of their training program at MTI, Powai.

(a) number of complaints of sexual harassment received in the year - NIL.

(b) number of complaints disposed off during the year - NA.

(c) number of cases pending for more than ninety days - NA.

35. MATERNITY BENEFIT

SCILAL complies with the provisions relating to the Maternity Benefits Act, 1961.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

An amount of '' 46,32,500/-(i.e. '' 1274/- in addition to the 2% of average net profit of the company as per sub-section (5) of section 135) of the Companies Act, 2013 is earmarked towards CSR initiatives for the FY 2024-25 and has been allocated for two projects. As implementation of projects undertaken is spread over long periods, funds will be released in installments based on the milestone achieved as laid down in the MoA signed with the implementing agencies. Accordingly, '' 10,10,880/- has been disbursed as on 31.03.2025 and an amount of '' 36,21,620/- remains unspent, which will be disbursed on completion of relevant milestones. Annual Report on CSR has been annexed to this Report and forms part of it.

37. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the year.

38. RIGHT TO INFORMATION ACT, 2005

SCILAL has taken steps to comply with the requirements of the Right to Information Act, 2005 (RTI) and has gone online for RTI complaints since January, 2024.

39. APPOINTMENT AND REMUNERATION POLICY

The appointments in the company are done in accordance with Government of India guidelines. The remuneration to the senior management and other shore employees of the company is governed by the Presidential Directives issued by the Ministry of Ports, Shipping and Waterways (MoPSW) and Department of Public Enterprises (DPE), from time to time, which form the remuneration policy of the company. Please note that, as of 31.03.2025, there were no employees in SCILAL.

40. SEGMENT-WISE PERFORMANCE

Report on performance of the various operating segments of the Company (audited) is included at Note No. 30 of Notes on Financial Statements (Standalone) for the year ended 31^st March 2025, which is forming part of the Annual Accounts.

41. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has formulated the Risk Management Policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

42. DIVIDEND DISTRIBUTION POLICY

As per the guidelines dated 27.05.2016 issued by Department of Investment and Public Asset Management (DIPAM), MOF, GOI in respect of dividend, bonus shares, etc. the Company has an obligation to comply with these guidelines. However, the Company shall take into consideration and be guided by the provisions of the Companies Act, 2013, Companies (Declaration and Payment of Dividend) Rules, 2014 and Guidance Note on Dividend & Secretarial Standard 3 (SS-3) for taking necessary action appropriate and deemed fit in the circumstances.

The Dividend Distribution Policy of the Company as per the requirements of the Regulation 43 A of Listing Regulations is available on the website of the Company accessible through https://www.scilal.com/policies.

43. CORPORATE GOVERNANCE

Your Company has a legacy of fair, transparent and ethical governance practices and it believes that good Corporate Governance is essential for achieving long-term corporate goals and to enhance stakeholders’ value. The Report of Directors on Corporate Governance annexed in the Annual Report comprehensively describes the structure and practice of Corporate Governance of your Company. The Company ensures continuous endeavour to comply with various applicable statutes, rules, regulations and guidelines e.t.c. The Corporate Governance issues are kept in constant focus by the Board of Directors of your Company and your Company complies with the applicable guidelines both in letter and spirit.

Report of the Directors on Corporate Governance of the Company for the Financial Year 2024-25 is attached to the Director’s Report and forms part of it.

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors of the Company has not reported any frauds in FY 2024-25 and FY 2023-24.

45. INSOLVENCY AND BANKRUPTCY CODE

During the year, the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, along with their status was “NIL’.

46. VIGILANCE DIVISION IN SCILAL

Subsequent to SCILAL becoming an independent CPSE, necessary action is being taken to establish a vigilance Division in coordination with the competent authorities.

47. CAUTIONARY STATEMENT

The statements made in the Management Discussion and Analysis report describing Company’s objectives, projections, estimates and expectations may be “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

48. DECLARATION OF INDEPENDENCE

Throughout the financial year 2024-25, the company had no independent directors on its Board. Informatively, the Competent Authority has appointed Prof. (Dr.) K. Jayaprasad as the Non-official Independent Director on the Board of the Company w.e.f. 15^th April, 2025.

49. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

As per notification dated June 5, 2015 issued by the Ministry of Corporate Affairs, the provision related to evaluation of performance of Board, its committees and individual directors under section 178(2) of the Companies Act, 2013 is exempt for Government Companies. Further, as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of independent directors shall be done by the entire board of directors. However, throughout the entirety of the financial year 2024-25, the company has not had any independent directors on its Board, therefore no evaluation of Independent Director was done for FY 2024-25.

50. SECRETARIAL STANDARD

Section 118(10) of the Companies Act, 2013 requires every company to observe the secretarial standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India and approved as such by the Central Government. The Company has complied with all the applicable Secretarial standards.

51. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Mehta & Mehta, Practicing Company Secretary firm to conduct Secretarial Audit for the Financial Years 2023-2024 and 2024-2025. Secretarial Audit Report in Form MR-3 as per Companies Act, 2013 and the Annual Secretarial Compliance Report in compliance with Regulation 24A of SEBI LODR Regulations 2015 for the Financial Year 2024-25 is appended to the Corporate Goverance Report and forms part of Directors Report.

• The Secretarial Auditor in his report for the year ended 31^st March, 2025 has brought out that:

a. As per Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the Companies Act 2013, the Company is required to appoint requisite Independent Directors on the Board of the Company. However, the Board is not duly constituted in the absence of independent directors. Further, the requisite number of Independent Directors were not appointed on Board of the Company as contemplated in the Clause 3.1.4 of DPE Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSE) issued by the Department of Public Enterprises, 2010 (DPE). Accordingly, clause 3.1.4. i.e. at least 50% of members should be independent directors, has not been complied. Furthermore, the requirement of having at least half of the Board of Directors as Non-Executive Director and one independent woman director is not complied. However, the composition of the Board is not duly constituted in the absence of requisite number of Non -Executive Directors and one independent woman director

b. Further as per the provisions of the Section 177 of the Companies Act 2013, Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 4.1 of the DPE Guidelines issued by the Department of Public Enterprises, 2010, the Company was required to constitute an Audit Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the Audit Committee.

c. Further as per the provisions of the Section 178(1) of the Companies Act 2013, Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 5.1 of the DPE Guidelines issued by the Department of Public Enterprises, 2010, the Company was required to constitute NRC/Remuneration Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the NRC/Remuneration Committee.

d. Further as per Section 178(5) of the Companies Act, 2013 read with regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to constitute the Stakeholder Relationship Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the Stakeholders Relationship Committee.

e. Further the Company has not appointed a Woman Director on its Board as per the Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 (1) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f. Further as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was

required to constitute the Risk Management Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the Risk Management Committee.

g. Further the Company has received email from BSE Limited and notice from National Stock Exchange of India Limited vide email for non- compliance with Regulations 17(1), 17(2A), 18 (1), 19, 20 and 21(2) of SEBI (LODR) Regulations, 2015 w.r.t Composition of Board of Directors including failure to appoint woman director, quorum of board meetings and constitution of various statutory committees viz Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee.

h. As per regulation 17(2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribes the quorum for every meeting of the board of directors shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director. However, in absence of Independent Directors on the Board, the company does not constitute a valid quorum.

In light of the aforesaid the National Stock Exchange (“NSE”) and the Bombay Stock Exchange (“BSE”) vide their letter(s)/email(s) dated levied fine(s) for the aforesaid non-compliance are as follows:

i. Shri Atul Ubale ceased to be a Director of the Company with effect from 24.02.2025. Following his cessation, the Board’s composition became non-compliant with Section 149(1)(a) of the Companies Act, 2013 which mandates a minimum of three directors on the Board. This non-compliance continued until 15.04.2025, the date on which the Independent Director was appointed.

• The Management views on the above observation are as follows:

In absence of Indepentent Directors, the Company could not constitute various committees required under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE Corporate Governance Guidelines. The Company being a Public Sector Undertaking (PSU), only the Competent Authority can appoint Director/(s) on Board. The Company through its Communication letters dated 13/04/2023, 02/05/2023, 13/06/2023, 17/08/2023, 21/08/2023, 18/09/2023, 09/01/2024, 11/03/2024, 28/03/2024, 28/05/2024, 03/06/2024, 29/08/2024, 25/11/2024, 04/12/2024, 02/01/2025, 06/02/2025, 27/02/2025 and 21/03/2025 had taken up this matter to Competent Authority with a request to appoint requisite number of Independent Directors on its Board. The response from Authority is awaited. In the light of the appointment of Prof. (Dr.) K. Jayaprasad as Independent Director on the Board of the Company with effect from 15^th April, 2025, the Company has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. However, the composition of members of the Audit Committee and Nomination and Remuneration Committee is not compliant with the relevant provisions.

52. AUDITORS REPORT

A. The Statutory Auditors have given an unqualified report on the Financial Statement of the Company for the Financial Year 2024-25.

B. The Comptroller and Auditor General of India had NIL comments for the year ended 31^st March 2025.

53. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) of the Company for the Financial Year 2024-25 is attached to the Directors Report and forms part of it.

54. OTHER DISCLOSURES

• The Company is not required to maintain cost records as per Section 148 (1) of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014.

• Status of Pending CAG Para’s - NIL

• The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future - NIL

55. ACKNOWLEDGEMENTS

The Directors express their sincere gratitude for the help, guidance and support received from the Government of India, especially the Ministry of Ports, Shipping and Waterways, as well as various State Governments, regulatory and statutory authorities.

Your Directors also wish to express their thanks to the officials in the Ministry of Ports, Shipping and Waterways for the unstinted support given by them in various matters concerning the Company. Your Directors would also like to convey their thanks to other Ministries and IWAI who have played a vital role in the continued success of your Company. The Directors thank the shareholders, other stakeholders and valued customers for the continued patronage extended by them to your Company.

Last but not the least, your Directors wish to record their deep appreciation for the dedicated and loyal service of SCI employees without whose co-operation and efforts the achievements made by your Company would not have been possible.

56. ANNEXURES

(1) Annual Report on CSR Activities 2024-2025

(2) Form No. AOC - 2

(3) Business Responsibility and Sustainability Reporting for the year ended 31^st March 2025

(4) Report of the Directors on Corporate Governance

1

The Board of Directors of the Company in its meeting dated 06.04.2023 allotted 46,57,99,010 Shares of Rs. 10/- each to the Shareholders of SCI as on Record Date (i.e 31.03.2023) pursuant to the Scheme of Demerger.

Further, the Company has not issued any Equity Shares with differential voting rights till date. Hence, no information as required under Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has only one class of Equity Shares having face value of '' 10/- each.

8. DETAILS OF BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF BOARD:

During the financial year, four (4) meetings of the Board of Directors of the Company were held on 29^th April, 2024, 13^th August, 2024, 06^th November, 2024 and 04^th February, 2025. The gap between two consecutive Board Meetings did not exceed 120 days. Requirements on number and frequency of meetings were complied with in full in terms of Section 173 of the Companies Act, 2013. Details about Board of Directors and number of meetings of the Board are disclosed in detail in the Report on Corporate Governance.

9. KEY MANAGERIAL PERSONNEL

a) Capt. Binesh Kumar Tyagi has been appointed as Chairman and Managing Director of the Company w.e.f. 03.09.2022.

b) Ms. Laxmi Kamath has been appointed as Chief Financial Officer by the Board of Directors at their meeting held on 08.05.2023.

c) Shri Mohammad Firoz has been appointed as Company Secretary and Compliance Officer by the Board of Directors at their meeting held on 08.05.2023.

10. BRIEF ANALYSIS OF FINANCIAL PERFORMANCE

SCILAL has reported profit before tax of '' 6,514 lakhs in FY 2024-25 as against a profit of '' 5,510 lakhs in FY 2023-24. The MTI segment has reported a loss of '' 690 lakhs in FY 2024-25 as compared to loss of '' 1,156 lakhs in FY 2023-24, while the average interest of around 8% was earned in FY 2024-25 on the funds received as a part of demerger scheme. The net loss of the company for the FY 202425 is '' 18,938 lakhs as compared to net profit of '' 4,749 lakhs for FY 2023-24. The loss reported in the FY 2024-25 pertains due to the recognition of Deferred Tax Liability under Ind AS 12 of '' 238.34 crores on MTI Land pursuant to temporary differences between the carrying amount of assets and their corresponding tax bases.

2

DNS - Diploma in Nautical Science Course and GP Rating (NCV-NWKO) Course (lntakes has been reduced to meet the onboard training slot available in SCl Fleet vessels and availability hostel accommodation at MTl) GP Rating (NCV-NWKO) Course 1^st batch (capacity of 40 candidates) commenced in July 2024.

GME - Graduate Marine Engineering Course; ETO - Electro Technical Officer Course

D. Outlook

The company may contemplate the following initiatives for capacity addition:

Your Directors take great pleasure in presenting the 03^rd Annual Report on the working of your Company for the Financial Year ended 31^st March, 2024. This report outlines your Company''s performance, achievements, and future plans in the dynamic real estate market; with an emphasis on training and re-training of personnel.

1. STATE OF COMPANY''S AFFAIRS

Shipping Corporation of India Land and Assets Limited (hereinafter referred to as “SCILAL’), a Government Company, within the meaning of section 2(45) of the Companies Act, 2013, having its registered office at Shipping House, 245, Madame Cama Road, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021, was incorporated on November 10, 2021, with the object of holding and disposing the Non-core Assets of Shipping Corporation of India (SCI) distinct from the disinvestment transaction of SCI. The demerger order transferring SCI’s non-core assets into SCIlAl was issued by MCA on 22^nd February, 2023.

The Board of Directors of the company take great pride in stating that the Company has been listed on BSE Limited and National Stock Exchange of India Limited with effect from March 19^th, 2024, enabling trading of shares, creating wealth & investment opportunities for our esteemed shareholders.

The listing ceremony was organized at BSE Limited and was graced by Shri T. K. Ramachandran, IAS, Secretary, MoPSW, Shri Rajesh Kumar Sinha, IAS, Additional Secretary, MoPSW, Shri Prankur Gupta, Director (DIPAM), Ms. Kamala K, CRO (BSE Ltd), Board Members of SCILAL and SCI, senior officials of SCI, SCILAL and other stakeholders.

2. SALIENT STATISTICS

3. FINANCIAL PERFORMANCE

The comparative position of the working results for the year under report vis - a vis earlier year is as under: (Rs. in Lakhs)

The above figures have been extracted from the standalone financial statements as per Indian Accounting Standards (Ind-AS).

4. APPROPRIATIONS:

The working results for your company for the year 2023-24 shows a net profit of Rs 4,749 Lakhs which has been transferred to Retained Earnings.

5. DIVIDEND:

The Board of Directors at its meeting held on 29.04.2024 had recommended a Dividend of Re.0.66 /- per equity share of Rs.10/- each for the financial year ended 31^st March, 2024 subject to approval of the Shareholders at the ensuing Annual General Meeting.

6. SHARE CAPITAL:

Equity Share Capital of our Company as on 31.03.2024 is as follows:

9. BRIEF ANALYSIS OF FINANCIAL PERFORMANCE

SCILAL has reported profit before tax of Rs. 5,510 lakhs in FY 2023-24 as against a profit of 1,758 lakhs in FY 2022-23. The MTI segment has reported a loss of Rs. 1,156 lakhs in FY 2023-24 as compared to loss of Rs. 497 lakhs in FY 2022-23, while the average interest of around 8% was earned in FY 2023-24 as compared to 5.58% was earned in FY 2022-23 on the funds received as a part of demerger scheme. The net profit for the company for the FY 2023-24 stood at Rs. 4,749 lakhs as compared to Rs. 3,555 lakhs for FY 2022-23.

10. JOINT VENTURES

(i) Irano Hind Shipping Company

Pursuant to demerger scheme, the Company holds 49% in Irano Hind Shipping Company, PJ.S (IHSC) a joint venture company. As per directives received from the Govt. of India, it has been agreed to dissolve the Company. The investment in IHSC is classified as Assets Held for Sale. However, as of date, legal transfer of the investment and associated liability is under process and the Company is taking necessary and appropriate actions in this regard.

(ii) SAIL SCI Shipping Pvt Ltd (SSSPL)

Pursuant to demerger scheme, the shares of the joint venture of SAIL SCI Shipping Company Pvt. Ltd. (SSSPL) are transferred to the company from SCI. SCI and SAIL had co-promoted a JVC “SAIL SCI Shipping Pvt. Ltd.” (SSSPL), which was primarily to cater to SAIL^s shipping requirements. The JVC was incorporated on 19.05.2010. However, due to continued depressed freight levels, the JVC could not justify tonnage acquisition and both the Boards of SCI & SAIL decided to voluntarily wind up the company. The process of winding JVC has completed and the said Company is now dissolved.

11. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes & commitments affecting the financial position of the Company, which have occurred between the end of the financial year and date of this report.

12. CREDIT RATING DETAILS

SCILAL has not availed any credit facility since incorporation therefore no credit rating was obtained.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments are given in the notes to financial statements.

14. extract of annual return

In compliance with section 134 (3) (a) of the Companies Act, 2013 read with relevant rules, the annual return of the Company is available on its website under https://www.scilal.com through https://www.scilal.com/annual-return.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is here by confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31.03.2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the accounts for the financial year ended 31.03.2024 on a “going concern” basis; and

e) That the Directors, had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts/arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is appended to the Director’s Report. The details are also available in Note 31 under ‘Notes to the Financial Statements’.

17. PARTICULARS OF EMPLOYEES

Your Company, being a Govt. Company, is exempted to furnish information under Section 197 of Companies Act, 2013 vide Ministry of Corporate Affairs (MCA) Notification dated 05.06.2015.

18. EMPLOYEES STOCK OPTION SCHEME

The Company does not have any Employee Stock Option Scheme.

19. COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The terms and conditions regarding appointment and remuneration of Directors are fixed by, Ministry of Ports, Shipping and Waterways (MoPSW), the Government of India.

20. RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improve the governance practices across the activities of a company. SCILAL has developed a risk management policy which was approved by its board of directors on 08.05.2023 and is available on the website of the Company i.e www.scilal.com under the tab of ‘Policies’ .The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. SCIlAl is committed to develop an integrated Risk Management Framework:

• To achieve its strategic objectives while ensuring appropriate management of risks

• To ensure protection of stakeholders value

• To strive towards strengthening the Risk Management System through continuous learning & improvement

In the Policy, every employee of the Company is recognized as having role in risk management for identification of risk to treatment and shall be invited & encouraged to participate in the process. The Audit Committee & the Board will review the policy & procedures periodically.

Your Company has formulated the Risk Management policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are being carried out to align with the statutory requirements. The Company has also prepared the Risk Register based on the identified risks.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Conservation of Energy:

SCILAL endeavours to maximise energy conservation by the adoption of sustainable practices aimed at diminishing energy consumption in both buildings and construction procedures. This objective is being achieved through the incorporation of energy- efficient technologies, including LED lighting, solar panels and energy-efficient HVAC systems, thereby effectively lowering energy usage and minimizing operational expenses. Additionally, promoting green building practices, such as using eco-friendly construction materials and designing energy-efficient buildings, can contribute to conserving energy resources and reducing the carbon footprint of the Company.

i. Steps taken or impact on conservation of energy:

LED lights have already been installed in Shipping House and they have resulted in considerable reduction in power consumption. It is envisaged to install the same in MTI Powai, on incremental basis, in the near future, which will further contribute to our energy saving efforts.

ii. The steps taken by the company for utilising alternate sources of energy:

Solar Power Plant of 0.515 MW capacity has already been installed at MTI Powai.

Technology Absorption and Adoption and Innovation:

The real estate sector in India has been proactively embracing technological advancements to streamline processes, improve efficiency and enhance customer experiences. By embracing technologies, SCILAL can increase productivity, reduce costs and deliver better value to its customers.

The Company has advanced in IT implementation by deploying a dedicated cloud-based accounting software to maintain its books of accounts, ensuring compliance with the Companies Act, 2013 Additionally, the Company is conducting a detailed study to implement a structured end-to-end ERP process to support its daily operations.

Environmental Protection and Conservation:

Given the real estate development sector''s potential environmental impact, including deforestation, habitat destruction, and increased pollution, SCILAL is committed to adopting eco-friendly practices. SCILAL emphasizes the use of sustainable building materials and strict adherence to environmental regulations to mitigate these effects.

Renewable Energy Developments:

The Maritime Training Institute operates a solar power plant with a capacity of approximately 0.515 MW across its office and other buildings. This initiative helps reduce energy costs and contributes to sustainability efforts.

22. FOREIGN ExCHANGE EARNINGS AND OUTGO

There were nil Foreign exchange earnings and out go for the Financial Years 2023-24 and 2022-23.

23. PUBLIC DEPOSIT

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.

24. UPDATES ON DEMERGER

The Company has been incorporated with the object of holding and disposing the Non-core Assets of The Shipping Corporation of India Limited (SCI). Further, the Ministry of Corporate Affairs vide its order dated 22nd February, 2023, has approved the Scheme of Arrangement for Demerger of Non-Core Assets of Shipping Corporation of India Limited (Demerged Company / SCI) into Shipping Corporation of India Land and Assets Limited (Resulting Company / SCILAL) (“Scheme of Demerger”). The Effective date for the Scheme of Arrangement for Demerger is 14.03.2023. Thereafter, SCI in its Board Meeting dated 20.03.2023 approved record date 31.03.2023 for Allotment of shares of SCILAL in the ratio of 1:1 to eligible shareholders of SCI. Accordingly, The Board of Directors in its meeting dated 06.04.2023 allotted 46,57,99,010 Equity Shares having face value Rs 10/- to the Shareholders of SCI in consideration of Demerger of Non-Core Assets Pursuant to clause 9 of the Scheme of Demerger.

As per Inter-ministerial Group (IMG) meeting held on 15.03.2023 Maritime Training Institute (MTI) was transferred to SCILAL as Unit/ undertaking under demerger Scheme. Pursuant to the above decision, all MTI business assets and liabilities became part of Demerger Scheme and were transferred to SCILAL w.e.f. appointed date i.e. 01.04.2021 at their book value. The above decision has been placed for the information of the Board in its meeting dated 8th May 2023.

25. LISTING OF SHARES OF THE COMPANY

The Company, on 25.05.2023, filed Application with BSE Limited and National Stock Exchange of India Limited seeking exemption under Rule 19(2) (b) of SCRR, 1957 and listing of 46,57,99,010 Equity Shares of Rs. 10 each of Shipping Corporation of India Land and Assets Limited (''SCILAL'') issued pursuant to Clause 9 of Part IV of Chapter 2 of the Scheme of Arrangement.

Upon filing the application for In-principle approval for listing, the Stock Exchanges raised several observations. Throughout this period, the Company maintained consistent communication and collaboration with the Stock Exchanges, promptly addressing all queries.

On 07.02.2024, an application requesting SEBI to issue directions to BSE Limited and National Stock Exchange of India Limited granting exemptions from certain Corporate Governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of listing of shares of Shipping Corporation of India Land and Assets Limited was filed with the SEBI. Application revised to incorporate observations received from SEBI was then filed by the Company on 13.02.2024.

In-principle approval from the BSE Limited was received by the Company on 12.02.2024 and on 16.02.2024 from the National Stock Exchange of India Limited. Relaxation from the applicability of Rule (19)(2)(b) of the Securities Contracts (Regulation) Rules, 1957 was received from SEBI on 01.03.2024. Approval granting exemptions from certain Corporate Governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was received from the SEBI on 29.02.2024.

Newspaper Advertisement for listing pursuant to the SEBI Circular No SEBI/HO/CFD/POD-2/P/CIR/2023/93 was duly published in Financial Express, Jansatta and Loksatta in English, Hindi and Marathi languages respectively on 14.03.2024.

Subsequently, the Company filed an Application for seeking Trading Permission for 46,57,99,010 Equity Shares of Rs. 10/- each of SCILAL issued on 14.03.2024 with both the Stock Exchanges viz, BSE Limited and National Stock Exchange of India Limited.

Final Trading and Listing Approval was granted by the BSE Limited and National Stock Exchange of India Limited on 15.03.2024 conveying listing of equity shares of the Company on Exchange(s) and permitting trading members of respective exchanges to deal in shares of the Company with effect from 19.03.2024.

Accordingly, Shares of the Company have been listed on BSE Limited and National Stock Exchange of India Limited with effect from 19.03.2024.

26. UPDATES ON TRANSFER OF NON-CORE ASSETS FROM SHIPPING CORPORATION OF INDIA LIMITED

In accordance with the MCA Order dated 22.02.2023, during the Financial Year 2023-2024, titles of all Fixed Deposits eligible to be transferred from Shipping Corporation of India (SCI) have been transferred into name of Shipping Corporation of India Land and Assets Limited.

All other Non-Core assets of SCI as mentioned in the Demerger Scheme were transferred to SCILAL, by ‘de-facto’; however the same is also required to be carried out ‘de-jure’ . Brief details are as under:

a) Subsequent to issue of stamp duty exemption order by Govt. of West Bengal, the Registration of all Kolkata free-hold properties for transfer from SCI to SCILAL is completed on 22.03.2024. Receipt of original transfer deeds and Mutation entry (change of name) formalities at Municipal Corporation are due and same will be completed soon.

b) To facilitate transfer of properties in Maharashtra from SCI to SCILAL, follow-up is being done with the concerned authorities for seeking NOC towards transfer of Shipping House and MTI to SCILAL. Concurrently, adjudication of free-hold properties (residential) is being initiated to execute transfer deeds at respective sub-registrar offices.

c) Pursuant to demerger scheme, the Company holds 49% in Irano Hind Shipping Company, PJ.S (IHSC) a joint venture company. As per directives received from the Govt. of India, it has been agreed to dissolve the Company. The investment in IHSC is classified as Assets Held for Sale. However, as of date, legal transfer of the investment and associated liability from SCI to SCILAL is under process and the Company is taking necessary and appropriate actions in this regard.

27. SERVICE LEVEL AGREEMENT FOR OPERATIONS OF THE COMPANY

The operations of SCILAL during the Financial Year 2023-24 were managed by the Shipping Corporation of India Limited vide a service level agreement entered between the Company and SCI.

28. CATAGORIzATION OF THE COMPANY

As per the communication of Department of Public Enterprises, Ministry of heavy Industries & Public Enterprises dated 19.01.2012, all CPSEs are required to be categorised into four schedules, namely, Schedule A’, Schedule ’B’, Schedule ‘C’ and Schedule ‘D’.

Accordingly, the Ministry of Ports, Shipping and Waterways (MoPSW), the Administrative Ministry of the Company, vide Office Memorandum dated 19.12.2023, informed the Company that in pursuance of DPE O.M. No. PD.1.-08/0002/2023 -DPE dated 11^th December, 2023 regarding categorization of new CPSE and CPSEs created for asset management of disinvested CPSEs, the Competent Authority in this Ministry confers Schedule ''C'' status to Shipping Corporation of India Land and Assets Limited (SCILAL), with immediate effect and until further orders.

The Company is now categorized as Schedule ‘C’ Central Public Sector Enterprise.

29. LOGO REGISTRATION

Pursuant to the Certificate of Registration of Trade Mark received by the Company, Logo of the Company has been duly registered as Trademark under Trademark No. 5946353 in class 36 as of 22.05.2023 in respect of all kinds of Real Estate Affairs.

Accordingly, the Company is now entitled to use Symbol ® with its Logo to indicate registered status of the Logo.

Registered Logo of the Company is as follows:

30. MANAGEMENT DISCUSSION AND ANALYSIS

The following remaining information w.r.t. to addition of new sub-clause (i) under clause 1 in Part B (Management Discussion And Analysis) of Schedule V of SEBI (LODR) Regulations,2015.

E. Debt Equity Ratio- The Company did not opt for loans in the FY 2023-24 and FY 2022-23.

F. Operating Profit Margin stood at (154.53)% in current year as against (265.74)% in last year due to better revenue from operations.

G. Net Profit Margin stood at 48% in FY 2023-24 as compared to 56% in FY 2022-23 due to increase in expenses during the year.

A. Industry structure and developments.

Real Estate

The real estate sector is a vital pillar of the global economy, encompassing a wide range of activities related to the development, transaction, management, and financing of properties. Core stakeholders, including development companies, real estate agencies, property management firms, REITs, construction companies, and mortgage lenders, each play a distinct and essential role in driving the sector’s growth and stability. Recent advancements underscore the industry’s adaptation to emerging trends such as technology integration, sustainability initiatives, co-living spaces, affordable housing, urban renewal, and ESG-focused investing. These developments highlight the sector’s continuous evolution in response to shifting consumer demands, technological progress, and environmental imperatives.

Key Developments in Maritime Training

• Maritime Training Institute (MTI): The maritime industry plays a critical role in global trade and transportation, with a vast network of ships and seafarers operating across the world’s oceans. Maritime training is an essential aspect of ensuring the safety, efficiency and competency of the workforce in this industry. Over the years, the maritime training sector has undergone significant developments to keep up with technological advancements, changing regulations and evolving demands.

• Technological Advancements: The maritime industry has seen a swift integration of technology into various operations, including training. Simulation technology has become more widespread, allowing trainees to practice navigation, maneuvering, and emergency scenarios in realistic virtual environments. E-learning platforms and computer-based training have also gained popularity, providing remote learning opportunities for seafarers.

• Competency-Based Training: Traditional maritime training often followed a prescriptive approach, where the emphasis was on fulfilling minimum regulatory requirements. However, the industry has shifted towards competency-based training and assessment. This approach focuses on evaluating seafarers'' practical skills and abilities, ensuring they can perform their duties effectively in real-world situations.

• Focus on Safety and Environmental Protection: With a growing emphasis on safety and environmental protection in the maritime industry, training programs have incorporated modules on pollution prevention, environmental regulations and emergency response procedures. The goal is to create a safety-conscious and environmentally responsible workforce.

• Human Element and Soft Skills Training: Beyond technical proficiency, maritime training has recognized the importance of developing soft skills among seafarers. Effective communication, teamwork, leadership and cultural awareness are now included in training curricula to improve crew cohesion and performance.

• Digitalization and Data Management: The increasing adoption of digital systems onboard ships requires seafarers to possess data management and cyber-security skills. Training programs now incorporate modules on cyber awareness and data handling to mitigate potential risks.

• Remote and Blended Learning: The COVID-19 pandemic accelerated the adoption of remote and blended learning approaches in maritime training. Online platforms, webinars and virtual classrooms became essential tools to ensure continuous learning during travel restrictions and lockdowns.

• Upgrading Training Facilities: Maritime training institutions and centers have invested in upgrading their infrastructure and equipment to meet the demands of modern training methodologies. State-of-the-art simulators, well-equipped workshops and comfortable accommodation facilities have become increasingly prevalent. Existing GMDSS GOC Course software is being upgraded. Existing Computer Laboratory has been upgraded with placement of new Laptops.

The maritime training industry has undergone significant developments to adapt to the changing landscape of the maritime sector. Technological advancements, competency-based approaches, safety and environmental awareness, soft skills training, digitalization and remote learning have reshaped the way seafarers are trained. As the industry continues to evolve, maritime training will remain a dynamic and essential component in ensuring a skilled and competent workforce that meets the challenges of the maritime world.

B. Strengths, Weakness, Opportunities and Threats.

SWOT of Real Estate

The domestic real estate sector in India is a key driver of employment and economic value, contributing around 11% to the Gross Value Added (GVA) since 2011-12, and closely linking with nearly 50% of India’s GDP It plays a crucialrole in supporting urbanization, infrastructure development, and the nation’s demographic dividend, with significant contributions to government revenue and socio-economic progress. Despite facing challenges such as regulatory complexities, liquidity issues, and market fluctuations, the sector presents significant growth opportunities, particularly in affordable housing, technological integration, and sustainable development. As India’s economy continues to grow, the real estate sector remains pivotal in job creation, infrastructure development, and overall economic advancement.

It is envisaged that, SCILAL may engage in the ownership, management and administration of residential and commercial properties, encompassing both land and buildings across various locations in India. Presently, SCILAL holds significant real estate assets situated in prominent areas of Mumbai, the commercial capital of India, as well as in the metropolitan city of Kolkata, thus establishing itself as a significant governmental real estate holding entity.

The company could leverage its concentrated pool of flats in same localities, by leasing / selling them to other PSU or private entities. Also maximum utilization of its flats can be achieved by listing in governmental General Pool accommodations.

SWOT of MTI

Maritime Training Institute (Powai) has advanced facilities for maritime education and training including workshop, simulators, laboratories, such as GMDSS, ECDIS, ROC-ARPA, Bridge Simulator and well-resourced Library, etc. Advanced firefighting training mock-up at MTI, is one of the oldest and the best in India now. All class rooms are air-conditioned and monitored by CCTV and a seminar room of 60 pax capacity, an auditorium of capacity 200 pax is also an integral part of the institute. MTI has hostel facility to accommodate up to 300 participants and a large playground, gymnasium for residential students and all are inside the campus. A well maintained International Guest House is also inside the campus.

MTI has a collection of more than 7500 books in its library and digitization of the contents of library is also in progress. An additional floor has been built to Sagar Gyan Academic Building for conducting new courses, such as Second Mate Functional Course, ROC-ARPA etc. Classrooms are equipped with smart boards and modern training equipments. MTI is also, continuously enhancing its training and residential facilities by providing Wi-Fi and CCTV enabled campus to its participants and faculties.

Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the various facets of the training in Marine sector, such as Shipping Management, Engineering and Navigation. Responding to industry needs, MTI has introduced many new courses, such as: Proficiency in Survival Craft and Rescue Boats (PSCRB) Course, Revalidation courses for Deck Officers (i.e. Master, Mates and 2nd Mates) and has commenced GP Rating leading to 2nd Mate NCV Course in July 2024. It is also in process of commencing Welder Course and many other courses.

MTI is one of two (02) training institute to conduct GMDSS GOC examination in India West Zone approved by DG Shipping and WPC. Existing GMDSS GOC Course software is being upgraded.

MTI commits to keep innovating for new courses from time to time to meet the training needs of the industry and nation. MTI has large faculty resource, experienced Master Mariners, Chief Engineers and other professionals are working on regular as well as visiting basis. Many MTI faculties are having extra masters / post graduate degree from the World Maritime University at Sweden.

MTI faculties and instructors are encouraged to upgrade their knowledge by attending relevant courses and seminars at regular intervals. Some faculties are also approved external examiner of DGS for COCs in Nautical and Engineering Department. The faculties and instructors are encouraged to attend various technical and value added seminars.

To enhance its market presence and maintain a competitive edge, MTI will explore the implementation of targeted marketing strategies proven effective by industry leading training institutions. Simultaneously, the institute will prioritize continuous infrastructure upgrade utilizing the latest technologies.

The global increase in vessels presents a significant growth opportunity for MTI''s maritime programs. MTI''s strong faculty and infrastructure position it perfectly to address this growing demand.

Since inception, MTI has developed many courses that have contributed to the Indian maritime industry. Innovative value added courses on safety and commercial aspects are being conducted as required by SCI and any other reputed companies. MTI is also among the pioneer institutes to commence Vertical Integration Course for Trainers (VICT) earlier known as TOTA and Assessment, Examinations & Certification of Seafarers (AECS) course, in India.

MTI sets itself apart by continuously innovating its services, delivery methods, and training processes. This commitment extends beyond academics, focusing on the holistic development of each student and cadet. Through the following range of unique activities and initiatives, MTI provides its participants with exceptional exposure to the maritime industry:

• Online assignments and assessments are made part of curriculum for trainees at MTI.

• Adoption of new teaching methodologies by Faculties at MTI i.e. interactive classes through quizzes, PPTs, role plays etc., workshops and tutorials focusing beyond prescribed syllabus to prepare officers for tomorrow.

• Special Guest lecturers for TNOC, GME and ETO cadets on regular basis by Renowned Industry Experts (IMS and Insurance Experts) for enhancing practical aspects of Maritime Education, Mental Health and Work Environment.

• Focus on Research Projects done by cadets to enhance their industry knowledge, creativity and innovativeness.

• Technical Fest to improve research, presentation, communication and officer like qualities in the MTI cadets. Cadets prepare and present technical papers on the modern trends of the Industry. Distance learning programme of Cadets are being done during their onboard training.

• Ship visits and dock visits to interlink the theoretical knowledge with practical aspects.

• Beyond the curriculum, Cadets are also given exposure to the schemes and initiatives of Government of India, such as Vigilance awareness and cleaning drives under Swachhta Pakhwada.

• Value added topics related with management / long term studies by management experts such as communication skills for pre-sea training courses.

Currently, MTI serves and benefits many reputed organizations / shipping companies by providing its training services. Some of them are as following:

0 Wilhelmsen Ship Management (IMTC)

0 Oil and Natural Gas Corporation (ONGC)

0 Institute of Marine Engineers of India (IMEI)

0 Loyalty Marine Education Trust (LMET)

0 and many more...

MTI has MOUs / Agreement with leading organizations like IMTC, IMEI, Loyalty Marine and Hind Terminal for imparting training to their employees. Additionally, MTI is in the process of signing a MOU with IIT Mumbai for customized training programs.

MTI has a rich history of providing highly skilled professionals and leaders to the global maritime industry. Furthermore, MTI is a champion for diversity, actively encouraging women to pursue careers at sea. To support female participation, MTI offers incentives like fee concessions and age relaxation to lady officers for pre-sea courses such as Diploma in Nautical Science (DNS) (affiliated to Indian Maritime University), Graduate Marine Engineering (GME), and Electro-Technical Officer (ETO).

MTI has proudly trained total 74 Nos. of DNS, 06 Nos. of ETO and 02 Nos. of GME Lady Officers. Our Lady Officers have been well recognized and appreciated in the Maritime Industry. MTI has contributed significantly in emergence of our country as an advanced seafaring nation and has the vision to continue to do so.

It is a matter of pride that all pre-sea courses of MTI, DNS, GME & ETO are rated as A1 (Outstanding) Grade with 90.31% rating, as per the CIP (Comprehensive Inspection Program) of the Directorate General of Shipping (DGS) Govt. of India conducted on 27.07.2023 (validity of certificate is till 26.07.2027).

In year 2023-24, Maritime Training Institute, Powai has conducted 314 nos. of residential and non-residential courses for imparting training to 3011 seafarers / candidates on following categories:

a. DNS (TNOCs), pre-sea training residential course leading to 77 nos. Navigating Officers;

b. GMEs (TMEs) pre-sea training residential course leading to 40 nos. Marine Engineer Officers;

c. ETOs, pre-sea training residential course leading to 80 nos. Electrical / Electro-Technical Officers; and.

d. Various STCW / Modular and Industry need based non-residential courses to 2814 nos. seafarers.

MTI has trained 1,89,525 candidates since its inception in 1988.

MTI is Integrated Management System (i.e. QMS, EMS and OHSMS) certified Training Institute for Design, Development, Delivery & Assessment of Marine Education and Training. MTI has some of the best faculty, who have been awarded with various prestigious awards, such as Lloyd’s List Training Award, The Maritime Standard Award, Gateway Award, Samudra Manthan Award and Golden Peacock Award.

Ministry of Ports, Shipping and Waterways (MoPSW) is contemplating to establish at MTI, Powai, IMO’s South Asia Centre for Excellence for Sustainable Maritime Transport (SACE - SMaRT) with the aim of transforming the maritime sector in India and South Asia into a technologically advanced, environmentally sustainable, and digitally proficient industry with focus on the latest technologies and practices for reducing greenhouse gas emissions, fostering technical cooperation, capacity building, and the digital transition of the maritime sector.

To enhance the standard of training atmosphere and meet the aim of SACE-SMaRT, following are in progress:

• Construction of new Swimming Pool.

• Installation of new Engine Room Simulator for imparting training to Engine Officers

• Installation of modern Electrical workshop for imparting training to GME (Graduate Marine Engineer) and ETO (Electro Technical Officer).

• Installation of 360° Bridge Ship Simulator for imparting training to Navigating Officers

• Upgradation of Library with Digital content.

• Reinstating of Membership of Prestigious World Maritime University (WMU)

The following areas requires further improvement:

• Civil Infrastructure (Structural Repairs): Various Infrastructure & facilities have to be upgraded such as Internal Roads, Sagar Gyan Structural Repairs, improvement of Hostel facilities with addition of capacity in hostels, illumination of common areas, renewal of existing fresh water pipeline arrangement, revive / reconstruction of existing well for garden irrigation, renewal of campus boundary wall etc.

• Upgrade in Technology for Simulator: The existing Simulator has to be upgraded with new age Simulator (both hardware & Software) of latest possible technology.

C. Segment-wise or product-wise performance.

Real Estate

All the assets (land & buildings) in Mumbai except MTI and Property in Malad (Jangla Nagar), all the flats in Kolkata and three floors of Shipping House, Kolkata have been given on lease to SCI consequent to framework agreement executed between your company and SCI, which is valid till disinvestment completion date of SCI.

MTI:

Capacity utilization of last two years (actual participation/candidates) is summarized below:

* DNS - Diploma in Nautical Science Course (Intakes has been reduced to meet the onboard training slot available in SCI Fleet vessels and availability hostel accommodation at MTI)

GME - Graduate Mechanical Engineers Course; ETO - Electro Technical Officer

D. Outlook Real Estate:

The company may contemplate the following initiatives for capacity addition:

• Redevelopment of its property in Malad (Jangla Nagar), Mumbai; a Housing Society completely owned by SCILAL.

• Renovating / refurbishing its existing properties (i.e. Flats) located in various Housing Society in Mumbai and Kolkata, so as to increase their functional efficiency or adapt them to new uses. This approach will be cost-effective, environmentally sustainable and also maximize the potential of existing assets.

MTI:

MTI is in process of upgrading its facilities to impart quality MET (Maritime Education and Training) which are beyond STCW and value added courses. Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the various facets of the Marine training, such as Shipping Management, Engineering and Navigation. On demand of the industry, MTI has introduced many new courses, such as: Proficiency in Survival Craft and Rescue Boats (PSCRB) Course, revalidation courses for Deck Officers (i.e. Master, Mates and 2nd Mates) and has commenced GP Rating leading to 2nd Mate NCV Course. It is in process of commencement of Welder Course and many other courses.

MTI has added various Pre-Sea and Post-Sea Courses over time, the last 2-3 years seeing additions in the following courses:-

1. ETO (Electro Technical Officer)

2. Second Mate (FG)

3. Chief Mate Phase I & Phase II

4. Various Customized Training to Individuals / Corporates as per Requirement.

E. Risks and concerns.

Real estate in India faces a variety of complex problems due to the unique characteristics of the Indian market. Some of the major challenges that would be faced by SCILAL in terms of its assets would include:

• Regulatory environment: The Indian real estate sector is heavily regulated, which can make it difficult to navigate the complex legal and regulatory landscape. In this regard, the need to have all the requisite documentation in place, in respect of the real estate owned by SCILAL, cannot be emphasised. Some of the flats owned by SCILAL, retain legacy issues in so far as inadequate documentation, which have to be mitigated, so as to realise their full value.

• Construction challenges: Since most of the properties transferred to SCILAL were purchased / transferred to SCI prior to 1980, by its predecessor companies, the quality of construction has deteriorated over the time. In view of the aforesaid fact, the flats / assets of SCILAL needs substantial investment to make them habitable for leasing out or selling. Also, some of the properties of SCILAL are due for re-development and this could bring about significant gains in terms additional FSI being accrued to the owners, thereby leading to increase in the value of the property.

• Opportunities: The dilapidated property owned by SCILAL at Malad (Jangla Nagar) which is located in a commercially viable location, presents an excellent opportunity for SCILAL to undertake a re-development and transform it into a state of art Commercial Complex capable of generating significant stream of revenue for the company.

• Sales and marketing: The Indian real estate market is highly competitive and a company will only be able to attract buyers if only it is able to differentiate itself. Effective sales and marketing strategies are therefore essential for success. Also assistance of external agencies (real estate agents and website designers / promoters) is required towards their conception and implementation.

• Economic volatility: The Indian economy is subject to significant volatility, which can impact the real estate sector. Economic slowdowns can lead to declining in demand for real estate, while inflation and interest rate fluctuations can increase costs and reduce profitability.

MTI

• Civil Infrastructure (Structural Repairs): Various Infrastructure & facilities at MTI have to be upgraded such as Internal Roads, Sagar Gyan Structural Repairs, improvement of Hostel facilities with addition of capacity in hostels, illumination of common areas, renewal of existing fresh water pipeline arrangement, revive / reconstruction of existing well for garden irrigation, renewal of campus boundary wall etc.

• Upgrade in Technology for Simulator: Existing Simulator used for training at MTI has to be upgraded with new age Simulator (both hardware & software) of latest possible technology.

• Workshop Training: Currently various Workshop Trainings for GME and ETO are being undertaken by external organizations approved by DG Shipping, which leads to extra resource consumption for MTI.

• IT Infrastructure: MTI is in need to upgrade its IT infrastructure.

• Faculty Matrix: MTI needs to hire experienced manpower / faculty at senior positions for specific courses, as experienced faculty induce increase in course participation.

F. Competition from other sectors:

Real Estate

As SCILAL is presently not into active real estate business and is rather holding real estate assets, pursuant to demerger scheme. Also, majority of the real estate assets of SCILAL are presently on lease to SCI. Hence, at present there is no competition with others in the real estate sector or from other sectors.

MTI

Currently, we face competition from other private Maritime Training Institutes that extensively utilize their resources to attract course participants through digital marketing, social media campaigns, advertisements in marine magazines, and various other marketing strategies. Despite our competitively priced courses, our course enrollment rates have been impacted due to the absence of robust physical infrastructure and promotional resources.

G. Internal control systems and their adequacy.

Your Company has formulated the Risk Management policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an on-going basis and necessary changes are carried out to align with the statutory requirements.

H. Discussion on financial performance with respect to operational performance.

SCILAL has reported profit before tax of Rs. 5510 lakhs in FY 2023-24 as against a profit of Rs. 1758 lakhs in FY 2022-23. The MTI segment has reported a loss of Rs. 1,156 lakhs in FY 2023-24 as compared to loss of Rs. 497 lakhs in FY 2022-23, while the average interest of around 8% was earned in FY 2023-24 as compared to 5.58% was earned in FY 2022-23 on the funds received as a part of demerger scheme. The net profit for the company for the FY 2023-24 stood at Rs. 4749 lakhs as compared to Rs. 3555 lakhs for FY 2022-23.

I. Material developments in Human Resources / Industrial Relations front, including number of people employed.

SCILAL received board approval on November 10, 2023, to initiate the recruitment of manpower resources. Presently, operations are managed by SCI under a service level agreement. The manpower planning process for SCILAL has been completed, with a total strength of 27 positions. Recruitment in phase wise manner is under process. To cater to date to day affair of the Company, one Company Secretary (CS) and one Chief Financial Officer (CFO) have been deputed from SCI.

J. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

Return on Net Worth (%)-The return on Net worth for the FY 2023-24 stood at 5.26 % as compared to 4.16 % for the FY2022-23.

Return on Equity - The return on Equity of your company was 1.49 % for the year ended 31.03.2024, as compared to 1.13 % for the year ended 31.03.2023.

* Ratios of comparative period i.e. 2022-23 are based on previous year figures which have been restated, regrouped and rearranged post demerger wherever necessary to confirm to current year presentation of the financial statements as per Schedule III (Division II) to the Companies Act, 2013.

**Net Worth has been calculated on the basis of Average Net Worth as per Section 2(57) of the Companies Act, 2013.

31. RESERVATION POLICY

As of March 31, 2024, it is worth noting that SCILAL did not have any employees recorded on its payroll.

32. SC/ST/OBC REPORT

As of March 31,2024, it is worth noting that SCILAL did not have any employees recorded on its payroll, thus no data is available to be disclosed under this section.

33. WOMEN REPRESENTATION

As of March 31,2024, it is worth noting that SCILAL did not have any employees recorded on its payroll, thus no data is available to be disclosed under this section.

34. POLICY TO PREVENT SExUAL HARASSMENT AT WORKPLACE

As of March 31, 2024, it is pertinent to highlight that SCILAL had no employees registered on its payroll, consequently leading to the absence of an Internal Complaints Committee as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As an amount of Rs. 14.40 Lakhs was allocated towards CSR in the FY 2023-24 as per the provisions of the Companies Act, 2013. Against the allocation, NIL expenditure has been done during the year ending 31.03.2024 considering the multi-year nature of the project undertaken. Annual Report on CSR has been annexed to this Report and forms part of it.

36. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

Details of significant and material orders passed by any Regulator, Court, Tribunal, Statutory and quasi-judicial body, impacting the going concern status of the company and its future operations - Nil.

37. RIGHT TO INFORMATION ACT, 2005

SCILAL has taken steps to comply with the requirements of the Right to Information Act, 2005 (RTI) and has gone online for RTI complaints since January, 2024.

38. APPOINTMENT AND REMUNERATION POLICY

The appointments in the company are done in accordance with Government of India guidelines. The remuneration to the senior management and other shore employees of the company is governed by the Presidential Directives issued by the Ministry of Ports, Shipping and Waterways (MoPSW) and Department of Public Enterprises (DPE), from time to time, which form the remuneration policy of the company. Please note that, as of 31.03.2024 there were no employees in SCILAL.

39. SEGMENT-WISE PERFORMANCE

Report on performance of the various operating segments of the Company (audited) is included at Note No.32 of Notes on Financial Statements (Standalone) for the year ended 31st March 2024, which is forming part of the Annual Accounts.

40. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has formulated the Risk Management Policy after taking into account the risks and complexity of its operations. The internal control systems (including Internal Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and necessary changes are carried out to align with the statutory requirements.

41. DIVIDEND DISTRIBUTION POLICY

As per the guidelines dated 27.05.2016 issued by Department of Investment and Public Asset Management (DIPAM), MOF, GOI in respect of dividend, bonus shares, etc. the Company has an obligation to comply with these guidelines. However, the Company shall take into consideration and be guided by the provisions of the Companies Act, 2013, Companies (Declaration and Payment of Dividend) Rules, 2014 and Guidance Note on Dividend & Secretarial Standard 3 (SS-3) for taking necessary action appropriate and deemed fit in the circumstances.

Further the Board of Directors has approved the Dividend Distribution Policy of the Company as per the requirements of the Regulation 43 A of Listing Regulations. The Policy is available on the website of the Company accessible through https://www.scilal.com/policies.

42. CORPORATE GOVERNANCE

Your Company has a legacy of fair, transparent and ethical governance practices and it believes that good Corporate Governance is essential for achieving long-term corporate goals and to enhance stakeholders'' value. The Report of Directors on Corporate Governance annexed in the Annual Report comprehensively describes the structure and practice of Corporate Governance of your Company. The Company ensures continuous endeavour to comply with various applicable statutes, rules, regulations and guidelines e.t.c. The Corporate Governance issues are kept in constant focus by the Board of Directors of your Company and your Company complies with the applicable guidelines both in letter and spirit.

43. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors of the Company has not reported any frauds.

44. INSOLVENCY AND BANKRUPTCY CODE

During the year, the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, along with their status was “NIL”.

45. VIGILANCE DIVISION IN SCILAL

Subsequent to SCILAL becoming an independent CPSE, the Company is undertaking all necessary steps to establish a vigilance Division in coordination with the competent authorities.

46. CAUTIONARY STATEMENT

The statements made in the Management Discussion and Analysis report describing Company’s objectives, projections, estimates and expectations may be “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

47. DECLARATION OF INDEPENDENCE

As of date and throughout the entirety of the financial year 2023-24, the company has not had any independent directors on its Board.

48. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

As per notification dated June 5, 2015 issued by the Ministry of Corporate Affairs, the provision related to evaluation of performance of Board, its committees and individual directors under section 178(2) of the Companies Act, 2013 is exempt for Government Companies.

Further, as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of independent directors shall be done by the entire board of directors. However, as of date and throughout the entirety of the financial year 2023-24, the company has not had any independent directors on its Board.

49. SECRETARIAL STANDARD

Section 118(10) of the Companies Act, 2013 requires every company to observe the secretarial standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India and approved as such by the Central Government .The Company has complied with all the applicable Secretarial standards.

50. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Mehta & Mehta, Practicing Company Secretary firm to conduct Secretarial Audit for the Financial Years 2023-2024 and 2024-2025. Secretarial Audit Report in Form MR-3 as per Companies Act, 2013 and The Annual Secretarial Compliance Report in compliance to Regulation 24A of SEBI LODR Regulations 2015 for the financial year 2023-24 is appended to the director’s report.

• The Secretarial Auditor in his report for the year ended 31^st March, 2024 has brought out that:

A. As per Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the Companies Act 2013, the Company is required to appoint requisite Independent Directors on the Board of the Company. However, the Board is not duly constituted in the absence of independent directors. Further, the requisite number of Independent Directors were not appointed on Board of the Company as contemplated in the Clause 3.1.4 of DPE Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSE) issued by the Department of Public Enterprises (DPE). Accordingly, clause 3.1.4. i.e at least 50% of members should be independent directors, has not been complied.

B. Further as per the provisions of the Section 177 of the Companies Act, 2013, Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 4.1 of the DPE Guidelines issued by the Department of Public Enterprises, the Company was required to constitute an Audit Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the Audit Committee.

C. Further as per the provisions of the Section 178(1)of the Companies Act, 2013, Regulation 19 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 5.1 of the DPE Guidelines issued by the Department of Public Enterprises, the Company was required to constitute NRC/Remuneration Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the NRC/Remuneration Committee. Further as per Section 178(5) of the Companies Act, 2013 read with regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Company was required to constitute the Stakeholder Relationship Committee. However, in absence of Independent Directors on the Board, the Company has not constituted the Stakeholders Relationship Committee.

D. Further the Company has not appointed a Woman Director on its Board as per the Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 (7) (a) of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• The Management views on the above observation are as follows:

In Absence of Independent Directors, the Company could not constitute various committees required under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE Corporate Governance Guidelines. The Company being a Public Sector Undertaking (PSU), only the Competent Authority can appoint Director/(s) on Board. The Company through its communication letters dated 13/04/2023, 13/06/2023, 02/05/2023, 17/08/2023, 21/08/2023, 18/09/2023, 09/01/2024, 11/03/2024 and 28/03/2024 had taken up this matter to Competent Authority with a request to appoint requisite number of Independent Directors on its Board. Appointment of requisite number of Independent directors is under active consideration of the competent Authority.

51. AUDITORS REPORT

A. The Statutory Auditors have given an unqualified report on the Financial Statement of the Company for the Financial Year 2023-24.

B. The Comptroller and Auditor General of India had NIL comments for the year ended 31st March 2024.

52. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) of the Company for the fiscal year 2023-24 is attached to the Annual Report and forms part of it.

53. ACKNOWLEDGEMENTS

Your Directors would like to express their gratitude to the Government of India for its support. We wish to thank the Hon’ble Minister of Ports, Shipping and Waterways, Shri. Sarbananda Sonowal and Hon’ble Minister of State for Ministry of Ports, Shipping and Waterways, Shri Shripad Naik and Shri Shantanu Thakur for their leadership and consistent support. We would also like to express our gratitude towards Secretary (MoPSW) for his guidance and support. Our sincere thanks are also due to the other officials of the Administrative Ministry, other Ministries and Departments of the Government of India. We also wish to express our special appreciation towards all the shareholders, stakeholders and colleagues on the Board of Directors. We also take this opportunity to express our gratitude to all employees of SCI for the efforts and initiatives taken for functioning of the company.

For and on Behalf of the Board of Directors Shipping Corporation of India Land and Assets Limited

Sd/-

Place: Mumbai Capt. Binesh Kumar Tyagi

Date: 13.08.2024 Chairman and Managing Director

1

The Board of Directors of the Company in its meeting dated 06.04.2023 allotted 46,57,99,010 Shares of Rs 10/- each to the Shareholders of SCI as on Record Date (i.e 31.03.2023) pursuant to the Scheme of Demerger.

Further, the Company has not issued any Equity Shares with differential voting rights till date. Hence, no information as required under Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has only one class of Equity Shares having face value of Rs. 10/- each.

7. DETAILS OF BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF BOARD

During the year, Seven (7) meetings of the Board of Directors of the Company were held on 06.04.2023, 08.05.2023, 07.08.2023, 20.10.2023, 10.11.2023, 06.02.2024 and 12.02.2024 respectively. Requirements on number and frequency of meetings were complied with in full in terms of Section 173 of the Companies Act, 2013. Details about Board of Directors and number of meetings of the Board are disclosed in detail in the Report on Corporate Governance.

8. KEY MANAGERIAL PERSONNEL

a) Capt. Binesh Kumar Tyagi has been appointed as Chairman and Managing Director of the Company w.e.f 03.09.2022.

b) Ms. Laxmi Kamath has been appointed as Chief Financial Officer by the Board of Directors at their meeting held on 08.05.2023.

c) Shri Mohammad Firoz has been appointed as Company Secretary and Compliance Officer by the Board of Directors at their meeting held on 08.05.2023.

2

Ratios of the comparative period 2022-23 are based on previous year figures which have been regrouped and rearranged wherever necessary to confirm to current year presentation of the financial statements as per Schedule III (Divison II) to the Companies Act, 2013.

3

Net Worth has been calculated basis Average Net worth as per Schedule 2(57) of the Companies Act, 2013.

Ratios - Details of Significant changes and explanation thereto:

A. Debtors Turnover- There were no Trade Receivables as at 31.03.2023 and hence variance analysis is not presented.

B. Inventory Turnover- The Company did not report any inventory as on 31.03.2024 and 31.03.2023.

C. Interest Coverage Ratio- The Company did not avail any loan in the FY 2023-24 and FY 2022-23.

D. Current Ratio- The Current Ratio stood at 3.98 in FY 2023-24 as compared to 4.23 in FY 2022-23 due to increase in expenses during

the year