BSEInsider Trading / SAST29 Aug 2026 · 29 Aug 2026, 11:04 am
The Exchange has received the disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for Catalyst Trusteeship Ltd
Sical Logistics Ltd · 520086
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Sical Logistics Ltd has received a disclosure under Regulation 29(2) of SEBI (SAST) Regulations, 2011 from Catalyst Trusteeship Ltd regarding the release of pledged shares after repayment of loan by the company.
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Sical Logistics Ltd - 520086 - Disclosures under Reg. 29(2) of SEBI (SAST) Regulations, 2011
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CTL/SAST/26-27/01620 Date: August 28, 2026
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Dalal Street, Exchange Plaza, C-1, Block-G,
Mumbai 400 001 Bandra-Kurla-Complex,
E-mail: corp.relations@bseindia.com Bandra (East) Mumbai – 400 051
Email: takeover@nse.co.in
Sical Logistics Limited
South India House, 73, Armenian Street, Chennai, Tamil
Nadu, India- 600001
E-mail: cs@pristinelogistics.com
Dear Sir/ Madam,
Subject: Disclosure under Regulation 29(2) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover
Regulations”)
1. This disclosure is being made by Catalyst Trusteeship Limited as the security trustee (“Security
Trustee”) under:
(a) the HoldCo Undertaking cum Subordination Deed dated June 16, 2025 (as may be
amended from time to time) (hereinafter referred as “HoldCo Undertaking cum
Subordination Deed”) which has been executed by Pristine Malwa Logistics Park
Private Limited (“HoldCo”) in connection with certain undertakings provided by
HoldCo in relation to the equity shares of Sical Logistics Limited (“Company”), a
subsidiary of HoldCo; and
(b) the Unattested Securities Pledge Agreement dated June 16, 2025 (as may be amended
from time to time) (hereinafter referred as “Unattested Securities Pledge Agreement”)
which has been executed by HoldCo to create a pledge on certain equity shares of the
Company in favour of the Security Trustee and HoldCo has created a pledge on certain
equity shares of the Company in favour of the Security Trustee through the depository
system on June 17, 2025.
2. As per the terms and conditions of the HoldCo Undertaking cum Subordination Deed, HoldCo
is required to hold at least 51% (fifty one per cent.) of the issued and fully paid-up equity share
capital of the Company (on a fully diluted basis) and shall retain control over the Company.
3. As per the terms and conditions of the Unattested Securities Pledge Agreement, HoldCo is
required to create a pledge on certain equity shares of the Company in favour of the Security
Trustee in such manner that it would result in a security cover of at least 1.25x at all times.
HoldCo has created a pledge on certain equity shares of the Company in favour of the Security
Trustee through the depository system on June 17, 2025. Given the nature of the conditions
under the terms of the HoldCo Undertaking cum Subordination Deed and Unattested Securities
Pledge Agreement, one or more conditions are likely to fall within the definition of the term
“encumbrance” provided under Chapter V of the Takeover Regulations. The disclosure was
made under Regulation 29(1) read with Regulation 29(4) of the Takeover Regulations on June
17, 2025.
4. Further the Sical Logistics Limited (“Company”) has repaid the loan to the lenders and
accordingly the shares pledged were release on 26th August 2026.
5. Enclosed is a disclosure by Catalyst Trusteeship Limited under Regulation 29 (2) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Code”).
Kindly take the above on record.
Thanking you,
Yours faithfully
For and on behalf of Catalyst Trusteeship Limited
Authorised Signatory
Name: Deesha Srikkanth
Designation: Senior Vice President
Place: Mumbai
Date: August 28, 2026
Enclosed: Annexure on disclosures under Regulation 29(2) of the Takeover Regulations
Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Part A - Details of the Acquisition
Name of the Target Company Sical Logistics Limited
(TC)
Name(s) of the acquirer and Catalyst Trusteeship Limited as the security trustee for the lenders
Persons Acting in Concert
(PAC) with the acquirer
Whether the acquirer belongs to No
Promoter/Promoter group
Name(s) of the Stock BSE Limited and National Stock Exchange of India Limited
Exchange(s) where the shares of
TC are Listed
Details of the acquisition/ Number % w.r.t. total % w.r.t. total
disposal are as follows share/voting diluted
capital wherever share/voting
applicable (*) capital of the TC
(**)
Before the acquisition under
consideration, holding of
acquirer alongwith PACs of:
a) Shares carrying voting Nil Nil Nil
rights
b) Shares in the nature of 3,28,43,780 (encumbrance 41.17% 41.17%
encumbrance (Pledge/ lien/ by way of pledge)
non-disposal undertaking/
others) 332,77,031 (non-disposal
41.71% 41.71%
undertaking)
Please see the NOTE 1 below
for details
c) Voting rights (VR) Nil Nil Nil
otherwise than by shares
d) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles the
acquirer to receive shares
carrying voting rights in the
TC (specify holding in each
category)
e) Total (a+b+c+d) 3,28,43,780 (encumbrance 41.17% 41.17%
by way of pledge)
332,77,031 (non-disposal
41.71% 41.71%
undertaking)
Please see the NOTE 1 below
for details
Details of acquisition/ sale
a) Shares carrying voting rights Nil Nil Nil
acquired/sold
b) VRs acquired otherwise than
by equity shares
Nil Nil Nil
c) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles the
acquirer to receive shares
carrying voting rights in the
TC (specify holding in each
category) acquired/sold
d) Shares in the nature of 3,28,43,780 (encumbrance 41.17% 41.17%
encumbrance (release/ lien/ by way of pledge)
non-disposal undertakings/
others) 332,77,031 (non-disposal
41.71% 41.71%
undertaking)
Please see the NOTE 1 below
for details
e) Total (a+b+c+/-d) 3,28,43,780 (encumbrance 41.17% 41.17%
by way of pledge)
332,77,031 (non-disposal
41.71% 41.71%
undertaking)
Please see the NOTE 1 below
for details
After the acquisition, holding
of acquirer alongwith PACs of:
a) Shares carrying voting Nil Nil Nil
rights
b) VRs acquired otherwise Nil Nil Nil
than by equity shares
c) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles the
acquirer to receive shares
carrying voting rights in the
TC (specify holding in each
category) acquired/sold
d) Shares in the nature of Nil Nil Nil
encumbrance (pledge/ lien/
non-disposal undertakings/
others)
Total (a+b+c+d) Nil Nil Nil
Mode of acquisition (e.g. open Release of Encumbrance over shares of Sical Logistics Limited
market / public issue / rights
issue / preferential allotment /
inter-se transfer/encumbrance,
etc.)
Salient features of the securities The undertakings have been provided under the HoldCo
acquired including time till Undertaking cum Subordination Deed. The creation of pledge on
redemption, ratio at which it can certain equity shares of the Company in favour of the Security
be converted into equity shares, Trustee have been provided under Unattested Securities Pledge
etc. Agreement. Please see note below.
Date of acquisition of/ date of The undertakings have been provided under the HoldCo
receipt of intimation of allotment Undertaking cum Subordination Deed. The creation of pledge on
of shares / VR/ certain equity shares of the Company in favour of the Security
warrants/convertible Trustee have been provided under Unattested Securities Pledge
securities/any other instrument Agreement. Please see note below.
that entitles the acquirer to
receive shares in the TC.
Equity share capital / total voting INR 79,78,48,700 comprising 7,97,84,870 equity shares of face
capital of the TC before the said value of INR 10 each.
acquisition
Equity share capital / total voting INR 79,78,48,700 comprising 7,97,84,870 equity shares of face
capital of the TC after the said value of INR 10 each.
acquisition
Total diluted share/voting INR 79,78,48,700 comprising 7,97,84,870 equity shares of face
capital of the TC after the said value of INR 10 each.
acquisition
NOTE 1:
Pristine Malwa Logistics Park Private Limited (“HoldCo”), an entity incorporated in India is classified
as a promoter of Sical Logistics Limited (the “Target Company”).
This disclosure is being made by Catalyst Trusteeship Limited as the security trustee (“Security
Trustee”) under:
(a) the HoldCo Under
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