Sical Logistics Limited has submitted the Exchange a copy scrutinizers report, voting results and minutes of Postal Ballot notice dated May 13, 2025
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Sical Logistics disclosed postal ballot results for 6 resolutions linked to securing a Rs 250 crore rupee term loan facility from Aditya Birla Capital and other lenders. The 3 ordinary resolutions approving material related party transactions with Pristine Logistics & Infraprojects Ltd (ultimate holding co), Pristine Malwa Logistics Park Pvt Ltd (immediate holding co), and Sical Bangalore Logistics Park Ltd (step-down subsidiary) were passed with narrow margins of 51.07%, 51.18%, and 51.25% respectively. The 3 special resolutions, however, failed despite getting simple majorities (51.06%-51.08% in favour) because special resolutions under postal ballot require votes in favour to be at least 3 times the votes against. These included creating a mortgage on Sical Multimodal and Rail Transport's assets, pledging shares of Sical Infra Assets Ltd, and raising a convertible loan (equity/preference shares/OCDs) under Section 62(3). Voting turnout was extremely low at just 11,573 shares (0.02%) of the 6.52 crore outstanding shares, with promoters holding 5.87 crore shares not voting at all.
Mixed outcome for shareholders. The approved RPTs allow the Rs 250 crore loan to proceed with related-party security support, but the failure of the 3 special resolutions is a setback - the company cannot create mortgage/pledge on subsidiary assets and loses the convertible loan safety net that would have protected lenders in case of default. The company may need to seek alternate financing arrangements or restructure the deal. The very low voter turnout and razor-thin margins indicate weak minority shareholder engagement and could create governance concerns.