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Saint-Gobain Sekurit India Ltd. Proxy Solicitation & Information Statement 2025

Feb 18, 2025

59317_rns_2025-02-18_61dce615-d4a7-4bf7-9c2c-6d98525c79ba.pdf

Proxy Solicitation & Information Statement

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February 18, 2025

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Fort Mumbai 400 001

Scrip Code No. 515043

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Further to the outcome of meeting of the Board of Directors of Saint-Gobain Sekurit India Limited (“Company”) dated February 12, 2025, please find enclosed herewith copy of the Postal Ballot Notice dated February 12, 2025 (“Notice”) to seek approval of the shareholders only by way of remote e-voting (“e-voting”) for the following Special Resolution.

Item No. Particular
1. Re-appointment of Ms. Padmasudha Chandrasekhar (Director Identification No.
01843592) as an Independent Director of the Company for a second term of five (5)
consecutive years commencing from April 1, 2025

In compliance with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA”), this Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. Friday, February 14, 2025 (“cut-off date”), seeking their approval as set out in the Notice.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members. The e-voting period commences from on Wednesday, February 19, 2025 (9.00 a.m. IST) and ends on Thursday, March 20, 2025 (5.00 p.m. IST). The e-voting facility will be disabled by NSDL immediately after 5:00 p.m. IST on Thursday, March 20, 2025, and shall remain disallowed thereafter. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, February 14, 2025, being the cut-off date fixed for the purpose. The communication of the assent or dissent of the Members would only take place through the e-voting system.

Members who have not updated their email addresses are requested to update their email addresses as per the instructions given in the enclosed Notice.

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This Notice will also be available on the Company’s website, www.sekuritindia.com and on the website of NSDL, www.evoting.nsdl.com.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Saint-Gobain Sekurit India Limited

GIRISH Digitally signed by GIRISH THANWARDAS THANWARD SHAJANI Date: 2025.02.18 AS SHAJANI 12:00:14 +05'30'

Girish T. Shajani Company Secretary Membership No. A 22547

Encl: Postal Ballot Notice

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Saint-Gobain Sekurit India Limited

Saint-Gobain Sekurit India Limited

Registered Office : Plot No. 616 & 617, Village Kuruli, Pune-Nashik Road, Chakan, Pune - 410 501, Maharashtra Tel.: +91 2135 676 400/01 • Fax: +91 2135 676 444

Email: [email protected] • Website: www.sekuritindia.com

Postal Ballot Notice

(Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and amendments thereto)

Commencement of e-voting Wednesday, February 19, 2025 (9:00 a.m. IST)
End of e-voting Thursday, March 20, 2025 (5:00 p.m. IST)

Dear Member(s),

Notice is hereby given that pursuant to the provisions of Sections 108 and110 of the Companies Act, 2013, as amended (“Act”), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (“Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and any other applicable rules, regulations, circulars and notifications (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolution appended below, be passed by the Members of the Company (as on the Cut-off Date), through Postal Ballot only by way of remote e-voting (“e-voting”) as a Special Resolution:

Item No. Particulars
1. Re-appointment of Ms. Padmasudha Chandrasekhar (Director Identifcation No. 01843592) as an Independent
Director of the Company for a second term of fve (5) consecutive years commencing from April 1, 2025

An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons thereof forms part of this Postal Ballot Notice (“Notice” or “Postal Ballot Notice”). The Postal Ballot Notice shall also be placed on the website of the Company at www.sekuritindia.com, and the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com. The Postal Ballot Notice can also be accessed on the website of the Stock Exchange i.e. BSE Limited (“BSE”) at www.bseindia.com.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting the Postal Ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depository Participants (“DPs”). The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged NSDL for facilitating e-voting to the Members.

Pursuant to Rule 22(5) of the Rules, the Board has appointed Mr. V. N. Deodhar, Practicing Company Secretary (Membership No. FCS 1880), to act as the Scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner.

Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The e-voting facility will be disabled by NSDL immediately after 5:00 p.m. IST on Thursday, March 20, 2025, and shall remain disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company, or any person authorised by the Chairman, and the result will be announced within two working days from the conclusion of the e-voting period. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-voting, i.e. Thursday, March 20, 2025, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

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Saint-Gobain Sekurit India Limited

Resolution:

Item No. 1:

Re-appointment of Ms. Padmasudha Chandrasekhar (Director Identification No. 01843592), as an Independent Director of the Company for a second term of five (5) consecutive years commencing from April 1, 2025

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, and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the re-appointment of Ms. Padmasudha Chandrasekhar (Director Identification No. 01843592), who was appointed as an Independent Director at the 47[th] Annual General Meeting of the Company held on July 25, 2020, and who holds office up to March 31, 2025, and has submitted a declaration confirming that she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and who is eligible for re-appointment as a Non-Executive, Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years commencing from April 1, 2025, up to March 31, 2030, be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) or a Company Secretary of the Company be and are hereby authorised to do all acts 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

Girish T. Shajani Company Secretary Membership No. A22547

Mumbai, February 12, 2025

Registered Office:

Plot No. 616 & 617, Village Kuruli Pune-Nashik Road, Chakan, Pune 410 501, Maharashtra Tel.: +91 2135 676 400/01 • Fax: +91 2135 676 444 Email: [email protected] Website: www.sekuritindia.com Corporate Identity Number: L26101MH1973PLC018367

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Saint-Gobain Sekurit India Limited

Notes:

  1. The Explanatory Statement for the proposed resolution pursuant to Section 102 read together with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, setting out material facts and the details of director seeking re-appointment along with details in terms of Regulation 36(3) of the Listing Regulations along with the Secretarial Standard on General Meetings (“SS-2”) is annexed hereto and forms part of this Postal Ballot Notice.

  2. Pursuant to the MCA Circulars, the Postal Ballot Notice is sent to the Members whose names appear in the register of members/list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company/Depository Participant(s), as on Friday, February 14, 2025 (“Cut-off Date”). A person who is not a Member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. The manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting the Postal Ballot form. Accordingly, the physical copy of the Notice along with the Postal Ballot form and pre-paid business reply envelope are not being sent to the Members. The communication of the assent or dissent of the Members would only take place through the e-voting system.

  3. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, February 14, 2025, being the Cut-off Date fixed for the purpose.

  4. The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e. Thursday, March 20, 2025. Further, resolution passed by the Members through Postal Ballot are deemed to have been passed as if they are passed at a general meeting of the Members.

  5. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of the scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced within two working days and will also be displayed on the Company's website www.sekuritindia.com, on the website of NSDL www.evoting.nsdl.com, and communicated to the stock exchange.

  6. All documents referred to in the Postal Ballot Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period i.e. Thursday, March 20, 2025. Members may send an email to [email protected] from their registered email addresses mentioning their names, folio numbers, DP ID and Client ID during the voting period.

  7. Members holding shares in electronic mode, who have not registered their email addresses are requested to register their email addresses with their respective Depository Participant (“DP”). Members holding shares in physical mode are requested to update their email addresses with MUFG Intime India Private Limited, Registrars and Transfer Agents of the Company (“RTA”) by raising a Service Request at https://liiplweb.linkintime.co.in/helpdesk/Service_Request.html.

  8. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities and linking PAN with Aadhar vide its Circulars dated March 1, 2023 (rescinded due to Master circular dated May 17, 2023) and November 17, 2023. Accordingly, requests for KYC updation and registration of choice of Nomination for securities held in physical form are to be submitted only through the prescribed Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 which are available on Company website https://www.sekuritindia.com/investor_information.html > Shareholder Information > Intimation to Shareholders and on RTA’s website at https://liiplweb.linkintime.co.in/KYC-downloads.html and send the same physically on the registered office of the Company or the office of RTA and through email to [email protected] or [email protected]. Members holding shares in electronic form are requested to submit their PAN to their DP.

  9. For assistance regarding your routine queries, you may click on the chatbot icon on the website of RTA and connect with “iDia”.

  10. The security holder may register on ‘SWAYAM’, our online Investor Self-Service Portal that empowers security holders to effortlessly access information through a dashboard and avail various services in digital mode. Please visit https://swayam.linkintime.co.in.

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Saint-Gobain Sekurit India Limited

Instructions for e-voting:

The process to vote electronically on NSDL e-Voting system consists of 2 steps:

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 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 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 shareholders Login Method
Individual Shareholders holding
securities in demat mode with
NSDL
1.
Existing IDeAS user 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 “Benefcial 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 remote 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
3.
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 hold with NSDL), Password/OTP and a Verifcation 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 remote e-Voting period.
4.
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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Saint-Gobain Sekurit India Limited

Type of shareholders Login Method
Individual Shareholders holding
securities in demat mode with
CDSL
1.
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 user your existing my easi username & password.
2.
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
remote 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.
3.
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.
4.
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 directlyaccess the system of all e-VotingService Providers.
Individual Shareholders
(holding securities in demat
mode) login through their
depository participants
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging
in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected
to NSDL/CDSL Depository site after successful authentication, wherein you can see
e-Voting feature. 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 remote
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 abovementioned website.

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

Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding securities
in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sendinga request at [email protected] or call at 022 – 4886 7000
Individual Shareholders holding securities
in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk
by sending a request at [email protected] or contact at
toll free no. 1800 22 55 33

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

  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 .

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Saint-Gobain Sekurit India Limited

  1. Your User ID details are given below :
our User ID details are given below :
Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a)
For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then
your user ID is IN300
12**.
b)
For Members who hold shares in demat
account with CDSL.
16 Digit Benefciary ID
For example if your Benefciary ID is 12** then your user ID is
12**
c)
For Members holding shares in Physical
Form.
EVEN Number followed by Folio Number registered with 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 use 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:

  6. a) 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.

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

  8. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

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

Step 2: How to cast your vote electronically on NSDL e-Voting system.

  1. After voting cycle 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 are active.

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

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

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Saint-Gobain Sekurit India Limited

  1. 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.

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

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

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

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 [email protected] with a copy marked to [email protected]. 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. 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.

  3. 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 [email protected], or contact Amit Vishal, Deputy Vice President, or Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., at the designated email ID: [email protected] to get your grievances on e-voting addressed.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

  1. 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), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected] or [email protected].

  2. 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), AADHAR (self attested scanned copy of Aadhar Card) to [email protected] or [email protected]. 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.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. 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.

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Saint-Gobain Sekurit India Limited

Explanatory Statement pursuant to Sections 102(2) and 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended

Item No. 1:

Ms. Padmasudha Chandrasekhar (Director Identification No. 01843592) was appointed as an Independent Director of the Company at the 47[th] Annual General Meeting of the Company held on July 25, 2020, for a period of 5 (five) consecutive years, commencing from April 1, 2020, until March 31, 2025. She is eligible for re-appointment for a second term of five (5) consecutive years, starting from April 1, 2025, up to March 31, 2030.

After evaluating performance of Ms. Padmasudha Chandrasekhar and recognizing her significant contribution as an Independent Director during her tenure, along with the belief that her continued association would be beneficial to the Company, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, recommended the re-appointment of Ms. Padmasudha Chandrasekhar as a Non-Executive, Independent Director of the Company for a second term of five (5) consecutive years from April 1, 2025, up to March 31, 2030, subject to the approval of the Members. Ms. Padmasudha Chandrasekhar abstained from discussion and voting on the matter concerning her re-appointment during the meeting of Nomination and Remuneration Committee as well as the Board of Directors.

The profile and specific areas of expertise of Ms. Padmasudha Chandrasekhar are provided as an Annexure to this Notice.

Ms. Padmasudha Chandrasekhar has provided a declaration to the Board, stating that she continues to meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (“Act”) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). In terms of Regulation 25(8) of Listing Regulations, Ms. Padmasudha Chandrasekhar has confirmed that she is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties. Furthermore, a declaration has been received from Ms. Padmasudha Chandrasekhar that she is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any such authority pursuant to circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Further, Ms. Padmasudha Chandrasekhar has confirmed that she is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her consent to act as Director. Ms. Padmasudha Chandrasekhar has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Ms. Padmasudha Chandrasekhar is a person of integrity, possesses the relevant expertise/experience, and fulfills the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director, and she is independent of the management.

Considering her skills, experience and knowledge, which are in alignment with the skills and expertise identified by the Nomination and Remuneration Committee and the Board, it is desirable and in the interest of the Company to continue Ms. Padmasudha Chandrasekhar on the Board, and accordingly recommends the re-appointment of Ms. Padmasudha Chandrasekhar as an Independent Director for a second term of five (5) consecutive years, as proposed in Item No. 1, for approval of the Members as a Special Resolution.

The Board recommends the Special Resolution set out in Item No. 1 of the accompanying Notice for approval of the Members.

Except for Ms. Padmasudha Chandrasekhar and/or her relatives, no other Director, Key Managerial Personnel, or their respective relatives are in any way concerned or interested, financially or otherwise, in the resolution set out in Item No. 1 of the accompanying Notice.

By Order of the Board of Directors

Girish T. Shajani Company Secretary Membership No. A22547

Mumbai, February 12, 2025

Registered Office:

Plot No. 616 & 617, Village Kuruli Pune-Nashik Road, Chakan, Pune 410 501, Maharashtra Tel.: +91 2135 676 400/01 • Fax: +91 2135 676 444 Email: [email protected] Website: www.sekuritindia.com Corporate Identity Number: L26101MH1973PLC018367

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Saint-Gobain Sekurit India Limited

Item No. 1:

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Name of the Director Ms. Padmasudha Chandrasekhar
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Name of the Director Ms. Padmasudha Chandrasekhar
Director Identifcation Number 01843592
Date of Birth November 16, 1962
Age 62 Years
Date of frst appointment on the Board April 1, 2020
Qualifcations B.Tech from IIT, Bombay, Post Graduation in Management from IIM,
Ahmedabad
Brief Resume including experience Ms. Padmasudha has over 35 years of experience, primarily in the
Technology sector in various leadership roles. She co-founded a technology
software company in customer interaction management, handling sales,
customer support and organisation building. She has worked in various
industries such as FMCG, EPG and IT. Currently, she is actively involved
as a founder partner of a social enterprise in developing entrepreneurship
and the entrepreneurial ecosystems
Nature of expertise in the specifc functional role Wide experience in Technology, Sales and Marketing
Terms and conditions of re-appointment Based on the recommendation of Nomination and Remuneration
Committee, the Board of Directors at their Meeting held on
February 12, 2025 approved the re-appointment of Ms. Padmasudha
Chandrasekhar as a Non-Executive, Independent Director of the Company,
not liable to retire by rotation, for a second term of fve (5) consecutive
years commencing from April 1, 2025 up to March 31, 2030
As per Item No. 1 of the Postal Ballot Notice, the approval of the Members
is sought for her re-appointment as an Independent Director of the
Company
Remuneration last drawn (including sitting fees, if
any)
FY 2024-25 till February 12, 2025
Sitting Fees:`6,60,000 Lakhs
Remuneration proposed to be paid Eligible for sitting fees
Relationship with other Directors, Manager and
other Key Managerial Personnel
Not related to any Director/Key Managerial Personnel
Number of Meetings of Board attended as on
February 12, 2025
Attended fve (5) Board Meetings
Directorships held in other listed companies
(excluding foreign companies and Section 8
companies) as on February 12, 2025
None
Listed entities from which resigned as a Director
in the past three years
None
Memberships/Chairmanships of committees of
other companies (included only Audit Committee
and Stakeholders’ Relationship Committee) as on
February 12, 2025
None
Inter-se relationship with other Directors and
Key Managerial Personnel of the Company
None
Number of equity shares held in the Company:
a) in own name
b) as a benefcial owner
Nil

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