JSW Dulux Limited — Proxy Solicitation & Information Statement 2024

Dec 2, 2024

Akzo Nobel India Limited

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2[nd] December 2024

Department of Corporate Services BSE Limited 1st floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort Mumbai - 400 001 Scrip Code: 500710

The Listing Department National Stock Exchange of India Ltd. Exchange Plaza, 5th floor, Bandra-Kurla Complex Bandra (E) Mumbai – 400051 Symbol: AKZOINDIA

Dear Sir,

Sub.: Postal Ballot seeking shareholders’ approval for Appointment of Mr. Anil Chaudhry as an Independent Director of the Company

Pursuant to Regulation 30 of the Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Postal Ballot Notice for seeking approval of the Members of the Company for appointment of Mr. Anil Chaudhry as an Independent Director of the Company effective from 22[nd] November 2024.

In compliance with relevant circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India from time to time, the Postal Ballot Notice is being circulated to all the members of the Company whose email addresses are registered with the Company’s Registrar and Transfer Agent or Depository Participant(s) as on Friday, 29[th] November, 2024. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses as per the instructions given in the enclosed Notice.

E-voting window will open at 9am on Wednesday, 4[th] December 2024 and will close at 5pm on Thursday, 2nd January 2025.

You are requested to kindly take the above information on record.

Thanking you.

Yours truly, for Akzo Nobel India Limited

RAJIV Digitally signed by RAJIV LOCHAN JHA LOCHAN JHA Date: 2024.12.02 16:02:49 +05'30'

Rajiv Jha Company Secretary & Compliance Officer Membership No. F5948

Encl: As above

Magnum Tower, 9[th] Floor T +91 124 485 2400 Golf Course Extension Road, Sector- 58 www.akzonobel.co.in Gurugram – 122 011, Haryana, India

Registered office: 801A, South City Business Park, 770, Anandapur, E M Bypass, Near Fortis Hospital, Kolkata – 700 107 CIN: L24292WB1954PLC021516

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Akzo Nobel India Limited

CIN: L24292WB1954PLC021516

Regd. Office: 801A, South City Business Park, 770, Anandapur, Eastern Metropolitan Bypass, Near Fortis Hospital, Kolkata - 700 107 Tel: 033 - 22267462 Fax: 033 – 22277925 Email: investor.india@akzonobel.com Website: www.akzonobel.co.in

NOTICE OF POSTAL BALLOT (ONLY THROUGH E-VOTING)

Dear Members,

NOTICE is hereby given pursuant to Section 110 and Section 108 of the Companies Act, 2013 (the “Act” ), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 including any statutory modification or reenactment thereof for the time being in force (the “Management Rules” ), Regulation 44, 25(2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI LODR” ) including any amendment/s thereto and for the time being in force, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (including any statutory amendment(s), modification(s) or re-enactment(s) thereof and for the time being in force), and the General Circular No. 09/2024 dated September 09, 2024 alongwith General Circular Nos. 09/2023 dated September 25, 2023; 10/2021 dated June 23, 2021; No. 39/2020 dated December 31, 2020; No. 33/2020 dated September 28, 2020; No. 22/2020 dated June 15, 2020; No. 17/2020 dated April 13, 2020 and No. 14/2020 dated April 8, 2020, issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars” ) to transact the items as set out in this Postal Ballot Notice and seek approval of the members of the Company by way of a Special Resolution only through voting by electronic means ( “e-voting” ). Communication of assent or dissent of the Members would take place only through the remote e-voting system.

The Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act pertaining to the said Special Resolution setting out the material facts and the reasons therefor for the agenda item/resolution is appended herewith.

Further, pursuant to Rule 22(5) of the Management Rules, the Board of Directors of the Company has appointed Mr. Atul Kumar Labh (FCS-4848/CP-3238) and failing him, Mr. Asit Kumar Labh (ACS-32891/CP-14664) of M/s A.K. Labh & Co., Company Secretaries, Kolkata as the

Scrutinizer (the “Scrutinizer” ) for conducting the postal ballot process (only through e-voting), in a fair and transparent manner.

In compliance with the provisions of Sections 110 and 108 of the Act, read with Rules 20 and 22 of the Management Rules and MCA Circulars and further to Regulation 44 and 25(2A) of the SEBI LODR, the Company is offering the facility of e-voting to all its Members to enable them to cast their votes electronically. Members are requested to follow the procedure as stated in the notes and instructions herein below for casting of votes by e-voting. The Company has engaged the services of National Securities Depository Limited (“ NSDL as its agency for providing e-voting facility to the Members of the Company. The period for voting starts from Wednesday, 4[th] December 2024 at 9.00 am (IST) and ends on Thursday, 2[nd] January 2025 at 5.00 pm (IST).

The Scrutinizer will submit his report to the Chairman, or in his absence to the Company Secretary of the Company, after completion of scrutiny of postal ballots (e-voting) in a fair and transparent manner. The results of the postal ballot will be declared by the Chairman or in his absence by any of the Directors or the Company Secretary of the Company (duly authorised by the Chairman), on or before Saturday, 4[th] January 2025. The results of the postal ballot along with the Scrutinizer’s Report will also be displayed at the Registered Office of the Company and communicated to BSE Limited (the “BSE” ) and National Stock Exchange of India Limited (the “NSE” ) where the Equity Shares of the Company are listed. The results of the postal ballot will also be uploaded on the Company’s website (www.akzonobel.co.in) and on the website of NSDL (i.e., www.evoting.nsdl.com) as well.

The last date specified by the Company for e-voting, i.e. 2[nd] January 2025, shall be the date on which the below mentioned resolution shall be deemed to have been passed, if approved by the requisite majority.

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SPECIAL BUSINESS:

Item No. 1: Appointment of Mr. Anil Chaudhry (DIN: 03213517) as an Independent Director of the Company.

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV of the Companies Act, 2013 (“the Act”) read with Rules 8, 9, and 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and any other applicable provisions of the Act and Rules thereunder (including any amendment/s or re–enactment/s thereof, from time to time and for the time being in force), the Articles of Association of the Company, Regulations 17 and 25(2A) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 including any amendment/s or re–enactment/s thereof, from time to time and for the time being in force (“SEBI LODR”) and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors (“Board”) of the Company, Mr. Anil Chaudhry (DIN: 03213517), who was appointed as an Additional Director in the capacity of an Independent Director of the Company effective 22[nd] November 2024, who meets the criteria of independence under Section 149(6) of the Act and the Rules thereunder and Regulation 16(1)(b) of SEBI LODR and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 3 (Three) years effective 22[nd] November 2024 till 21[st] November 2027 (both days inclusive) and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors For Akzo Nobel India Limited

Sd/-

Rajiv L. Jha Company Secretary and Compliance Officer Membership no.: F5948

Place: Gurugram Date:22[nd] November 2024

NOTES:

1. The relevant Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, SEBI LODR and Secretarial Standard -2, setting out the material facts and reasons in respect of the Resolution set out as Item No. 1 of this Notice of Postal Ballot, to be passed through postal ballot (only through e-voting), is annexed hereto for your consideration.

2. Pursuant to Regulation 17(1C) of the SEBI Listing Regulations, effective from January 1, 2022, the Company is required to ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the shareholders of the Company for the appointment of Mr. Anil Chaudhry as a Director on the Board of the Company is required within a period of three months from the date of his appointment i.e. by 21[st] February 2025.

3. This Notice is being sent to all the Members, whose names appear in the register of members/list of beneficial owners, as on the close of working hours on Friday, 29[th] November 2024 (“Cut-off Date”), as received from NSDL and Central Depository Services (India) Limited (“CDSL”) and those members holding physical shares, whose details are available with the Company/the registrar and share transfer agent as on the Cut-off Date. Any person who is not a Member of the Company as on the Cut-off Date shall treat the Notice for information purposes only.

4. Members who have registered their e-mail IDs with depositories / with the Company/ with the registrar and share transfer agent are being sent this Notice by e-mail and the Members who have not registered their e-mail IDs are requested to update the same as early as possible. In terms of MCA Circulars, no Postal Ballot Notice in physical mode will be sent/ dispatched to the members.

5. In case of any grievance/clarification, Members may contact NSDL by e-mail at evoting@nsdl.com or the Company Secretary at the contact details given herein above or at investor.india@akzonobel.com

6. The Postal Ballot Notice will also be placed on the website of the Company, www. akzonobel.co.in and on the website of NSDL at www.evoting.nsdl.com

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1. Voting rights will be reckoned on the paidup value of equity shares registered in the names of the Members on the Cut-off Date i.e. Friday, 29[th] November 2024. Only those Members whose names are recorded in the Register of Members of the Company or in the List of Beneficial Owners maintained by the Depositories as on the Cut-off Date will be entitled to cast their votes. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e. Thursday, 2[nd] January 2025.

2. Members can vote on the Resolution only through e-voting. E-voting will commence at 9:00 A.M. (IST) on Wednesday, 4[th] December 2024 and will end at 5:00 P.M. (IST) on Thursday, 2[nd] January 2025. During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, 29[th] November 2024, i.e. Cut-off Date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.

3. The Company hereby requests all its Members to register/ update their email addresses, if not yet registered/updated, to promote green initiative and to enable the Company to provide all communications to the Members through email. To facilitate Members to receive the Notice electronically and cast their vote electronically, the Company has made arrangements with CB Management Services Pvt. Ltd. (“RTA”) for registration of e-mail addresses in terms of the MCA Circulars. Members holding shares of the Company in electronic form can verify/update their email address and mobile number with their respective DPs.

4. All the documents referred to in this Notice and Explanatory Statement will be available for inspection by the Members between 11.00 A.M. and 1.00 P.M. on all working days, except Saturdays & Sundays, from the date hereof until the last date of e-voting. Members seeking to inspect such documents can send a request over an e-mail to investor. india@akzonobel.com

5. Instructions for voting are given on the next page of this Notice.

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INSTRUCTIONS FOR VOTING

1. For the purpose of offering e-voting facility, the Company has entered into an agreement with NSDL.

2. Voting through electronic means (Electronic Voting):

• (a) In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Members are provided with the facility to cast their vote electronically. The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing e-voting facility to all its Members.

• (b) The e-voting period commences on Wednesday, 4[th] December 2024 at 9:00 am (IST) and ends on Thursday, 2[nd] January 2025 at 5:00 pm (IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form as on the Cut-off Date, i.e. 29[th] November 2024, may cast their vote by e-voting. The e-voting module shall be disabled by NSDL for voting thereafter.

3. How do I vote electronically using NSDL e-Voting system?

• The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9 December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of Login Method shareholders

Individual Shareholders holding securities in demat mode with NSDL.

1. Existing IDeAS users can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the e-Voting period.

2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp

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Type of shareholders

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Individual Shareholders holding securities in demat mode with CDSL

Login Method

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period.

2. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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• Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.

• After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Type of Login Method shareholders Individual You can also login using the login credentials of your demat account Shareholders through your Depository Participant registered with NSDL/CDSL for (holding securities e-Voting facility. Upon logging in, you will be able to see e-Voting in demat mode) option. Click on e-Voting option, you will be redirected to NSDL/CDSL login through Depository site after successful authentication, wherein you can see their depository e-Voting feature. Click on company name or e-Voting service provider participants i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact NSDL
holding securities in helpdesk by sending a request at evoting@nsdl.com or call at
demat mode with NSDL 022 - 4886 7000
Individual Shareholders Members facing any technical issue in login can contact CDSL
holding securities in helpdesk by sending a request at helpdesk.evoting@cdslindia.
demat mode with CDSL com or contact at toll free no. 1800-21-09911
----- End of picture text -----

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com / either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) Your User ID is: or Physical a) For Members who hold 8 Character DP ID followed by 8 Digit Client ID shares in demat account For example if your DP ID is IN300 and Client ID is with NSDL. 12 then your user ID is IN30012**. b) For Members who hold 16 Digit Beneficiary ID shares in demat account For example if your Beneficiary ID is 12** with CDSL. then your user ID is 12**

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c) For Members holding shares EVEN Number followed by Folio Number registered with in Physical Form. the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. (a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. (b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. (c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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• 4) Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this Notice

• In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to investor.india@ akzonobel.com

• In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card) to investor.india@akzonobel.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1(A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

• Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to aklabhcs@gmail.com with a copy marked to evoting@nsdl. com. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date.

3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting. nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.com

5. Mr. Atul Kumar Labh, Practicing Company Secretary (Membership No. FCS4848, C.P. No. 3238) and in his absence Mr. Asit Kumar Labh (Membership No. ACS32891, C.P.No. 14664) of M/s A K Labh & Co., Company Secretaries, Kolkata has been appointed as the Scrutinizer to conduct the voting process in a fair and transparent manner.

6. The Scrutinizer, after the conclusion of e-voting, will scrutinize the votes, make a Scrutiniser’s Report and submit the same to the Chairman or in his absence, to the Company Secretary. The results shall be declared within 48 hours from the conclusion of the e-voting. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.akzonobel.co.in and on the website of NSDL immediately after the declaration of results by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to BSE Limited and National Stock Exchange of India Limited.

7. The last date specified by the Company for e-voting shall be the date on which the resolution shall be deemed to have been passed, if approved by the requisite majority.

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EXPLANATORY STATEMENT

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER.

Item No. 1:

Appointment of Mr. Anil Chaudhry (DIN: 03213517) as an Independent Director of the Company

The Board, upon the recommendations of the Nomination and Remuneration Committee, at its meeting held on 22[nd] November 2024, inducted Mr. Anil Chaudhry (DIN: 03213517) on Board of the Company as an Additional Director in the category of Independent Director of the Company upto the date of next Annual General Meeting subject to Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”).

Pursuant to Regulation 17(1)(c) of the SEBI LODR, the Board of Directors of the Company shall comprise of at least Six (6) Directors.

Pursuant to Regulation 17(1C) read with Regulation 25(2A) of the SEBI Listing Regulations, the appointment of Independent Director is required to be approved by Members by way of a Special Resolution by next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the shareholders of the Company for the appointment of Mr. Anil Chaudhry as an Independent Director on the Board of the Company is required within a period of three months from the date of his appointment i.e. by 21[st] February 2025.

With a view to comply with the above requirement and to have fair representation, broad-basing, and optimum and mandatory combination of directors on the Board, the Board of Directors of the Company, subject to approval of the Members by way of Special Resolution, after due consideration of his profile as stated hereinafter, as per the Nomination and Remuneration Policy of the Company and based on the recommendation of the Nomination and Remuneration Committee (hereinafter referred to as “NRC”), had appointed Mr. Anil Chaudhry (DIN: 03213517), as an Additional Director (under the category of a Non-Executive and Independent Director) with effect from 22[nd] November 2024 for a term of 3 (Three) years up to 21[st] November 2027 (both days inclusive), as per the provisions of Sections 149, 150, 152, 161 of the Companies

Act, 2013 (“Act”) and Rules framed thereunder and other applicable provisions of the SEBI LODR.

The Company has received a declaration of independence from Mr. Anil Chaudhry. Further, he is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of a Director by virtue of any SEBI order or any other such authority and has successfully registered himself in the Independent Director’s Data Bank maintained by Indian Institute of Corporate Affairs.

The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a Member proposing the candidature of Mr. Anil Chaudhry for the office of director.

Further Pursuant to Regulation 36(3) of SEBI LODR and Para 1.2.5 of Secretarial Standard–2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI), requisite particulars of Mr. Anil Chaudhry including his profile and specific areas of expertise are appended to this Postal Ballot Notice as “ Annexure 1 ”.

Mr. Chaudhry does not hold any shares in Akzo Nobel India Limited and he does not have any relationship with other Directors/ Manager/ Key Managerial Personnel of the Company.

The NRC had evaluated the balance of skills, knowledge and experience on Board for the said position. Based on the said attributes, the NRC recommended candidature of Mr. Anil Chaudhry. The Board of Directors of the Company is confident that Mr. Chaudhry with his more than 40 years of diverse leadership experience in reputed multinational companies, will add significant value to the Board. In the opinion of the Board, Mr. Chaudhry fulfills the conditions specified in the Act and the Rules made thereunder for his appointment as an Independent Director of the Company and he is independent of the management of the Company. Copy of the draft letter of appointment of Mr. Anil Chaudhry setting out the terms and conditions of his appointment is available for inspection at the Registered Office of the Company during normal business hours on all working days. A copy of draft letter of appointment of Independent Director, setting out the general terms and conditions of appointment is available on the website of the Company at www.akzonobel. co.in

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Except Mr. Chaudhry, being an appointee, and his relatives, none of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the appended Notice.

The Board of Directors, accordingly, recommends the said Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the Members.

By Order of the Board of Directors For Akzo Nobel India Limited

Sd/-

Rajiv L. Jha

Company Secretary and Compliance Officer Membership no.: F5948

Place: Gurugram Date:22[nd] November 2024

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Annexure 1

PROFILE OF DIRECTOR SEEKING APPOINTMENT/ CONTINUATION [Pursuant to Secretarial Standard 2 and Regulation 36 of the SEBI Listing Regulations]

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Name Mr. Anil Chaudhry
DIN 03213517
Designation/Category of
Non-Executive and Independent Director
Directorship
Date of Birth/Age 11 [th] March 1961 / 63 years
Nationality Indian
Date of first appointment on the w.e.f. 22 [nd] November 2024, subject to approval of Members
Board
Personal profile/Qualifications/ Personal Profile : With over 40 years of experience, Mr. Anil
Experience Chaudhry has held global leadership roles across management,
operations, sales, strategy, and business development, working
from both Europe and India.
Anil was the Founding CEO & Managing Director of Schneider
Electric India Pvt. Ltd (SEIPL). He has been recognized with many
rewards and recognitions by Industry, Professional Independent
Institutes and Governments Bodies for his work, especially in
the field of Economic Development, Sustainability, Diversity,
Energy Transition and Equity. Anil has published and presented
numerous technical and concept papers at various national
and international seminars for application of digital technology,
automation & IoT for energy management and efficiency for
smart infrastructure and smart cities. He is determined to set-
up new benchmarks for the usage of innovative techniques to
provide world class solutions & services to customers and is
extremely passionate towards promoting diversity & inclusion
and has championed initiatives throughout his career towards
this.
Anil is an engineering graduate (BE) from Thapar Institute of
Engineering & Technology, Patiala, India. He further pursued
Executive Management Programs from Harvard Business
School, Stanford Business School and INSEAD.
Terms and Conditions of As per the Resolution appended to this Notice read with the
Appointment Explanatory Statement thereto and Appointment Letter.
Remuneration last drawn N.A.
Nature of expertise in specific Economic Development, Sustainability, Diversity, Energy
functional areas Transition and Equity
In case of Independent Directors, As per the details provided under Explanatory Statement.
the skills and capabilities required
for the role and the manner in
which the proposed person meets
such requirements
Inter-se relationships between Nil
directors and Key Managerial
Personnel
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List of Directorships held in other • GMR Airports Limited
companies including listed entities, • Maple Infra Invit Investment Manager Private Limited
if any (as on the date of postal • Mahindra Accelo Limited
ballot notice)
• Titan Company Limited
• Crompton Greaves Consumer Electricals Limited
• Schneider Electric Infrastructure Limited
Listed companies (other than • GMR Airports Limited
Akzo Nobel India) in which holding • Titan Company Limited
directorship and Committee • Crompton Greaves Consumer Electricals Limited
membership (as on the date of
postal ballot notice) • Schneider Electric Infrastructure Limited
Names of listed entities from which Nil
he/she resigned in past three years
Remuneration proposed to be paid • Remuneration, on an annual basis, by way of Commission
not exceeding 1% of the Net Profits under Section 198 of the
Companies Act, 2013 (approval received from Members of
the Company at the Annual General Meeting of the Company
held on 11 [th] August, 2014);
• Sitting Fees.
Number of board meetings N.A.
attended during FY 2024-25 (till
22 [nd] November 2024)
No. of Shares held in the Company Nil
(Self / As beneficial owner)
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By Order of the Board of Directors For Akzo Nobel India Limited

Sd/-

Rajiv L. Jha Company Secretary and Compliance Officer Membership no.: F5948

Place: Gurugram Date:22[nd] November 2024

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