SEJAL GLASS LIMITED — Proxy Solicitation & Information Statement 2025

Mar 12, 2025

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Ref: SGL/Compliance/2024-25/126

March 12, 2025

Listing / Compliance Department Listing/Compliance Department BSE Limited National Stock Exchange of India Limited Floor 25, P J Towers, Exchange Plaza, Dalal Street, Bandra Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 532993 Symbol: SEJALLTD

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

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

amended, we are pleased to inform you that the Board of Directors of the Company at its meeting held on Wednesday, March 12, 2025 has, inter alia, considered and approved the following matters:

1. Approval of the related party transactions subject to approval of the shareholders of the Company;

2. Approval of draft Postal Ballot notice of Company;

3. Approval of appointment of Mr. Harshad Pusalkar of M/s Pusalkar & Co. as Scrutinizer for postal ballot and matters related thereto.

4. The Cut-off/Record date for submission of Postal Ballot Notice and entitlement of shareholders for e- voting is fixed as Friday, March 07, 2025;

The Board Meeting commenced at 11.30 AM and concluded at 01:00 PM.

Kindly take the above information on your records.

Thanking You, Yours faithfully, For Sejal Glass Limited ASHWIN Digitally signed by ASHWIN SHANKAR SHANKAR SHETTY Date: 2025.03.12 SHETTY 13:13:53 +05'30' Ashwin S. Shetty

VP Operations & Company Secretary – Compliance Officer

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POSTAL BALLOT NOTICE

Pursuant to Section 110 of the Companies Act, 2013 (‘Act’) read with the Companies (Management and Administration) Rules, 2014 (‘Rules’) each as amended, and the applicable Circulars issued by the Ministry of Corporate Affairs (‘MCA’), Government of India, from time to time.

VOTING STARTS ON	VOTING ENDS ON
Thursday, March 13, 2025 at 09:00 a.m. (IST)	Friday, April 11, 2025 at 5:00 p.m. (IST)

Dear Members,

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed by the MCA for holding general meetings/ conducting postal ballot process through e-voting vide General Circular No. 09/2024 dated September 19, 2024 read with other relevant circulars issued in this regard (‘MCA Circular’), to transact the Special Business as set out hereunder by passing Ordinary Resolutions by way of postal ballot only, by voting through electronic means (‘remote e-voting’).

Pursuant to Sections 102, 110 and other applicable provisions of the Act, the statement pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.

In compliance with the aforesaid MCA Circular, this Notice is being sent only through electronic mode to those Members whose email addresses are registered with Sejal Glass Limited (‘the Company’)/ MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), the Company’s Registrars and Transfer Agent (‘RTA’) / National Securities Depository Limited (‘NSDL’) and/or Central Depository Services (India) Limited (‘CDSL’), (NSDL and CDSL collectively ‘Depositories’). Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e-voting.

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In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, MCA Circular and SS-2, the Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically. The instructions and detailed procedure for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at https://www.sejalglass.co.in.

Members desiring to exercise their vote through the remote e-voting process 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 for casting of votes by remote e-voting not later than 5:00 p.m. (IST) on Friday, April 11, 2025. The remote e-voting facility will be disabled by NSDL immediately thereafter.

SPECIAL BUSINESS

ITEM NO. 1 - APPROVE THE LIMITS OF RELATED PARTY TRANSACTIONS:

To consider and, if thought fit, to pass the following resolution as an “ ORDINARY RESOLUTION” :

“ RESOLVED THAT pursuant to Regulations 2(1)(zc), 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable provisions of the Companies Act, 2013 read with the related rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable laws/statutory provisions, if any, and the Company’s Policy on Related Party Transactions, each as amended, the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s)/arrangement(s)/ transaction(s) and/or enter into and/or carry out new contract(s)/ arrangement(s)/transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement, with the following related parties up to the maximum amount as mentioned herein below for the financial year 2025-2026 on such terms and condition as may be mutually agreed between the company and the related parties:

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Name of the Nature of Nature, material terms, and particulars of Maximum value of the
related relationship the Transactions (whether
party contract or arrangement by way of an individual
transaction or
transactions taken
together or series of
transactions or
otherwise)
Sejal Glass & Subsidiary of  Sale, Purchase, Supply of goods /materials. Rs. 100 crores
Glass the Company  Availing/rendering of services.
Manufacturing holding  Receipt & Payment of Interest on Loans &
Products LLC 99.01% Advances.
interest  Corporate guarantee Commission/ Royalty
 Investments, borrowings, lending,
corporate guarantees.
 Other recurring transactions for furtherance
of business.
Sejal Related Party  Sale, Purchase, Supply of goods /materials. Rs. 25 crores
Intelligent by virtue of  Availing/rendering of services.
Façade being a  Receipt & Payment of Interest on Loans &
Solutions Promoter Advances.
Private Group  Investments, borrowings, lending.
Limited Company.  Other recurring transactions for furtherance
of business.
Sejal Glass Associate of  Sale, Purchase, Supply of goods /materials. Rs. 25crores
Ventures LLP the Company  Availing/rendering of services.
holding  Receipt & Payment of Interest on Loans &
wherein the Advances.
Company  Corporate guarantee Commission/ Royalty
holds 44.99%  Investments, Capital Contribution,
interest borrowings, lending, corporate guarantees.
 Sharing of Profit or Loss of LLP
 Other recurring transactions for furtherance
of business.
Dilesh Related Party  Availing/rendering of services. Rs. 75 crores
Roadlines by virtue of  Receipt/ Payment of Interest on Loans .
Private being a  Borrowings/corporate guarantees.
Limited. Promoter of  Corporate guarantee commission.
the Company  Other recurring transactions for furtherance
of business.
Dilesh Related Party  Availing/rendering of services. Rs. 15 crores
Logistics by virtue of  Borrowings/Payment of Interest on Loans
(India) Private being a  Other recurring transactions for furtherance
Promoter
Limited. of business.
Group
Company.
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Alchemie Financial Services Limited.	Related Party by virtue of being a Promoter Group Company. Availing/rendering of services. Borrowings/Payment of Interest on Loans. Other recurring transactions for furtherance of business. 	Related Party by virtue of being a Promoter Group Company. Availing/rendering of services. Borrowings/Payment of Interest on Loans. Other recurring transactions for furtherance of business. 	Rs. 15 crores
Mr. Chandrakant Vallabhaji Gogri.	Related Party by virtue of being a member of the Promoter Group Avail Personal Guarantee/s for the business. Payment of Commission towards issue of Guarantee.		Rs. 100 crores
Alchemi Developers Private Limited.	Related Party by virtue of being a Promoter Group Company.      	Sale, Purchase, Supply of goods /materials. Availing/rendering of services. Receipt & Payment of Interest on Loans & Advances. Investments, borrowings, lending. Other recurring transactions for furtherance of business.	Rs. 25 crores

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and expedient, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental authorities, if any, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution.

“ RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorised by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.”

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ITEM NO. 2: TO OBTAIN APPROVAL TO ADVANCE ANY LOAN/GIVE GUARANTEE/PROVIDE SECURITY UNDER SECTION 185 OF THE COMPANIES ACT, 2013:

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

“RESOLVED THAT pursuant to Section 185 and other applicable provisions of the Companies Act, 2013 read with applicable rules (including any statutory modification(s) or amendment(s) or reenactment(s) thereof, for the time being in force), and pursuant to the recommendation of the Audit Committee and approval of the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any duly constituted Committee thereof) and subject to such approvals, consents, sanctions and permissions as may be necessary, approval of the members of the Company be and is hereby accorded to the Board for advancing loan(s) in one or more tranches including loan represented by way of book debt to, and/or giving guarantee(s), and/or providing security(ies) in connection with any loan taken/to be taken by any company(ies) which are group companies, associate Companies, related entities, Partnership firms, subsidiary companies or any other person in which any of the Directors of the Company is interested as specified in the explanation to section 185(2) of the Act, of an aggregate amount not exceeding Rs. 100 crores (Rupees One Hundred Crores only) in its absolute discretion deem beneficial and in the best interest of the Company.

“RESOLVED FURTHER THAT this resolution shall remain in full force and effect until amended or rescinded by the Board and a new resolution is passed by the members in this connection, considering the then financial performance of the Company and such other related factors.

“RESOLVED FURTHER THAT the loans advanced by the Company as mentioned above shall be utilized by the borrowing entity for the purpose of their respective principal business activities.

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and expedient, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including governmental authorities, if any, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any

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further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution.

“ RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorised by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.”

Place- Mumbai Date- March 12, 2025

By Order of Board, For Sejal Glass Limited Sd/Ashwin S. Shetty VP Operations & Company Secretary- Compliance Officer M. No. A20942

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, SEBI LODR Regulations and Secretarial Standard-2, setting out all material facts and reasons in respect of the items of Special Business set out in this Postal Ballot Notice, is annexed hereto.

2. This Postal Ballot Notice along with Explanatory Statement and Instructions for e-voting is being sent by email to those shareholders, who have registered their email addresses with the Company / Registrar & Share Transfer Agent / Depository / Depository Participants and whose names appear in the register of members / list of beneficial owners of the Company provided by the Depositories as on Friday, March 07, 2025 (i.e., the “Cut-off Date”). Physical copy of this Postal Ballot Notice along with postal ballot form and pre-paid business reply envelope is not being sent to the Members. Further, communication of assent or dissent by the Members on the items of businesses set out in this Notice shall be done through remote e-voting only i.e., casting of votes electronically.

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1. In compliance of the MCA Circulars referred above, Regulation 44 of SEBI LODR Regulations read with SEBI Circular dated December 09, 2020 on e-voting facility by listed entities and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Company is providing the facility of remote e-voting to its Members, to enable them to cast their votes electronically on the Resolution set out in this Postal Ballot Notice. For this purpose, the Company has engaged the services of National Securities Depository Limited (“NSDL”).

2. The remote e-voting period shall commence on Thursday, March 13, 2025 (09: 00 hours) India Standard Time (IST) and end on Friday, April 11, 2025 (17:00 hours) (IST), both days inclusive. Shareholders holding equity shares of the Company as on the Cut-off Date i.e., Friday, March 07, 2025 (“Eligible Members”) shall be entitled to vote through remote e-voting on the Resolution set out in this Notice. In case your email address is not registered, please follow the process mentioned in the Notes to this Postal Ballot Notice for procuring login credentials and e-voting on the proposed Resolutions.

3. The voting rights of eligible members shall be in proportion to their share(s) in the paid-up equity share capital of the Company as on the Cut-off Date. A person who becomes a Member after the Cut-off Date should treat this Postal Ballot Notice for information purpose only.

4. This Postal Ballot Notice will also be available on the website of the Company (www.sejalglass.co.in ), the relevant section(s) on the websites of Stock Exchanges where the Equity Shares of the Company are listed i.e., BSE Limited (www.bseindia.com ) and National Stock Exchange of India Limited (www.nseindia.com ) and the website of NSDL (www.evoting.nsdl.com ), i.e., the agency providing the remote e-voting services.

5. There will be only one login for every Folio /DP ID-Client ID/Beneficiary ID, irrespective of the number of joint holders. Further, once the vote is cast, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

6. The manner of voting, including voting remotely by (A) individual shareholders holding shares in demat mode and (B) shareholders other than individual shareholders holding shares in demat mode and shareholders holding shares in physical mode, is appearing under “INSTRUCTIONS FOR E-VOTING” in this Notice. Members are requested to read the same carefully.

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1. Members are requested to record their ASSENT (For) or DISSENT (Against) on the Resolution set out in this Postal Ballot Notice through remote e-voting, not later than 17:00 hours (IST) on Friday, April 11, 2025, after which the remote e-voting facility shall not be allowed by NSDL.

2. Relevant documents referred in this Postal Ballot Notice and Explanatory Statement thereto, are available for inspection by the Members electronically, till Friday, April 11, 2025. Members seeking inspection may send an email to compliance@sejalglass.co.in and/or ashwin@sejalglass.co.in stating their name and Folio no./DP ID-Client ID/Beneficiary ID.

3. The Board of Directors of the Company has appointed CS Harshad A. Pusalkar (FCS No. 10576, Certificate of Practice No. 23823), from M/s. Pusalkar & Co, Practising Company Secretaries, as the Scrutinizer for conducting this Postal Ballot process through electronic means / remote e- voting, in a fair and transparent manner.

4. Based on the report of the Scrutinizer, the results of Postal Ballot / remote e-voting shall be announced upon the conclusion of remote e-voting process, i.e., on or before Saturday, April 12, 2025, and will be communicated to the Stock Exchanges and uploaded on the website of the Company i.e., www.sejalglass.co.in and of NSDL i.e., www.evoting.nsdl.com . The results will also be displayed at the Registered of the Company. The Resolution, if passed with requisite majority, shall be deemed to be passed on the last date specified for e-voting i.e., Friday, April 11, 2025. Further, Resolution(s) passed by postal ballot shall be deemed to be passed effectively at a general meeting of the Company.

5. Members who have not yet registered their email addresses, are requested to register/update their email address with their respective Depository Participants (in case of shares held in electronic form) or by sending a request through e-mail to M/s. MUFG Intime India Private Limited (Formerly, Link lntime India Private Limited), the Registrar & Share Transfer Agent of the Company, at Rnt.helpdesk@linkintime.co.in, with a copy marked to compliance@sejalglass.co.in and/or ashwin@sejalglass.co.in (in case of shares held in physical form), in order to get documents / information about the Company promptly.

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1. In case of any queries or grievances with respect to conduct of this Postal Ballot process, Members may contact Mr. Ashwin Shetty, VP Operations & Company Secretary at phone no. +91-022-28665100 or send email at compliance@sejalglass.co.in and/or ashwin@sejalglass.co.in or contact NSDL at 1800-1020-990 and 1800-224-430 or send a request to Ms. Rimpa Bag, at evoting@nsdl.co.in.

2. Instructions For e-Voting

‐ Voting electronically on the NSDL e Voting system involves two steps as follows:

- 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 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:

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Type of shareholders Login Method
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n terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, ndividual shareholders holding securities in demat mode are allowed to vote through their demat ccount maintained with Depositories and Depository Participants. Shareholders are advised to pdate their mobile number and email Id in their demat accounts in order to access e-Voting facility. ogin method for Individual shareholders holding securities in demat mode is given below:	n terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, ndividual shareholders holding securities in demat mode are allowed to vote through their demat ccount maintained with Depositories and Depository Participants. Shareholders are advised to pdate their mobile number and email Id in their demat accounts in order to access e-Voting facility. ogin 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. ExistingIDeASuser 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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	2. 3. 4.	If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2.	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 websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user 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.

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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 websitewww.cdslindia.comand 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 directly access the system of all e-Voting Service 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.

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 sending a request at evoting@nsdl.com 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 bysendinga request at

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helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method 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.

4. 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.

5. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL Your User ID is:
or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client
account with NSDL. ID
For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.
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
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password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• 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

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

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

• c) 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.

• d) 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.
• 1. Now, you will have to click on “Login” button. 9. 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?

• 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.

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

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

• 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.

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

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

2. 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 fcsharshad@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. 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 Ms. Rimpa Bag at evoting@nsdl.com

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 resolutions 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 compliance@sejalglass.co.in and/or ashwin@sejalglass.co.in.

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 compliance@sejalglass.co.in and/or ashwin@sejalglass.co.in. 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 .

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1. 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.

2. 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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EXPLANATORY STATEMENT

(Pursuant to Sections 102 and 110 of the Companies Act, 2013 (“The Act”))

As required by Section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all the material facts relating to the business mentioned under Item No. 1 & 2 of the accompanying Notice.

Item No. 1

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) as amended, any transaction with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year, exceeds ₹ 1,000 crore or 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, and shall require prior approval of members by means of an ordinary resolution.

The said limits are applicable even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. Further, as per Regulation 2(1)(zc) of the Listing Regulations, the definition of Related Party Transaction (‘RPT’) includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.

It is in the above context that the Resolution No. 1 is proposed for the approval of the Shareholders of the Company.

Details of the proposed RPTs, including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Master Circular dated November 11, 2024, are set forth in “ Annexure 1 annexed herein.

The said transaction, being a material RPT, requires prior approval of the Members of the Company in accordance with Regulation 2(1)(zc)(i)of the Listing Regulations.

Members may note that in terms of the provisions of the Listing Regulations, the related parties as defined thereunder (whether such related party(ies) are a party to the aforesaid transactions or not), shall not vote to approve resolution under Item No. 1.

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Except as mentioned above, none of the Directors and KMPs of the Company and/or their respective relatives are, in any way, concerned or interested either directly or indirectly, financially or otherwise in the Resolution set out at Item No. 1 of the accompanying Notice.

Based on the review and approval of the Independent Directors on the Audit Committee, the Board of Directors recommends the Ordinary Resolution contained in Item No. 1 of the accompanying Notice to the members for approval.

Item No. 2

The Company in the normal course of business grants loan, give guarantee and/or provide security to its group companies and related entities.

As per Section 185 of the Companies Act, 2013, a Company may advance any loan including any loan represented by book-debts or give any guarantee or provide any security in connection with any loan taken by any person in whom any of the Director of the Company is interested, subject to the condition that –

(a) a Special Resolution is passed by the Company in General Meeting and;

(b) the loans are utilized by the Borrowing Company for its principal business activities.

Pursuant to Section 185 of the Companies Act, 2013 (the Act), a Company may advance any loan including any loan represented by book debt, or give any guarantee or provide any security in connection with any loan taken by any entity(ies) covered under the category of ‘a person in whom any of the director of the Company is interested’ as specified in the explanation to Section 185(2) of the Act, after passing a special resolution in the general meeting.

It is proposed to make loan(s) including loan represented by way of book debt to, and/or give guarantee(s) and/or provide security(ies) in connection with any loan taken/to be taken by any company(ies) which are group companies, associate companies, related entities, Partnership firms, subsidiary companies of the Company or any other person in whom any of the director of the Company is interested as specified in the explanation to Section 185(2) of the Act, from time to time, within the limits as mentioned in the Item no. 02 of this Notice to meet the business requirements.

The board of directors has proposed the resolution to be passed as Special Resolution for approval of an aggregate amount not exceeding Rs. 100 crores (Rupees One Hundred Crores only).

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None of the Directors or Key Managerial Personnel of the Company, and/or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Date : March 12, 2025 By Order of the Board of Directors Place: Mumbai For Sejal Glass Limited

Sd/-

Ashwin S. Shetty

V.P. Operations & Company Secretary – Compliance Officer

Registered Office

3rd Floor, 173/174, Sejal Encasa, Opp. Bata Showroom, S.V. Road, Kandivali (West), Mumbai-400 067.

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	Annexure 1	Annexure 1	Annexure 1	Annexure 1	Annexure 1	Annexure 1	Annexure 1	Annexure 1	Annexure 1
	Particulars
a.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise); Sejal Glass & Glass Manufacturing Products LLC (Sejal UAE) is a Subsidiary of the Company holding 99.01% interest Sejal Intelligent Façade Solutions Private Limited.(“SIFL” ) Related Party by virtue of being a Promoter Group Company. Sejal Glass Ventures LLP (“SGVLLP”) is an Associate of the Company holding wherein the Company holds 44.99% interest. Dilesh Roadlines Private Limited. (“DRPL”) Related Party by virtue of being a Promoter of the Company Dilesh Logistics (India) Private Limited. (“DLIPL”) Related Party by virtue of being a Promoter Group Company. Alchemie Financial Services Limited. (“AFSL”) Related Party by virtue of being a Promoter Group Company. Mr. Chandrakant Vallabhaji Gogri. Related Party by virtue of being a Member of Promoter Group. Alchemi Developers Private Limited. (“ADPL”) Related Party by virtue of being a Promoter Group Company.
b.	Type, material terms and particulars of transaction	The transactions involves; Sale, Purchase, Supply of goods /materials. Availing/renderi ng of services. Receipt & Payment of Interest on Loans & Advances. Corporate guarantee Commission/ Royalty Investments, borrowings, lending,	The transactions involves: Sale, Purchase, Supply of goods /materials. Availing/rende ring of services. Receipt & Payment of Interest on Loans & Advances. Investments, borrowings, lending.	The transactions involves: Sale, Purchase, Supply of goods /materials. Availing/renderi ng of services. Receipt & Payment of Interest on Loans & Advances. Corporate guarantee Commission/ Royalty Investments, Capital Contribution, borrowings, lending,	The transactions involves: Availing/rende ring of services. Receipt/ Payment of Interest on Loans . Borrowings/co rporate guarantees. Corporate guarantee commission. Other recurring	The transactions involves: Availing/rende ring of services. Borrowings/Pa yment of Interest on Loans Other recurring transactions for furtherance of business.	The transactions involves: Availing/renderi ng of services. Borrowings/Pay ment of Interest on Loans. Other recurring transactions for furtherance of business.	The transactions involves: Avail Personal Guarantee/s for the business. Payment of Commission towards issue of Guarantee.	The transactions involves: Sale, Purchase, Supply of goods /materials. Availing/rendering of services. Receipt & Payment of Interest on Loans & Advances. Investments, borrowings, lending. Other recurring transactions for furtherance of business.

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corporate Other corporate transactions for
guarantees. recurring guarantees. furtherance of
transactions for business.
Other recurring furtherance of Sharing of Profit
transactions for business. or Loss of LLP
furtherance of
business. Other recurring
transactions for
furtherance of
business.
C Tenure Upto Financial Year 2025-26
d. Value of the transaction Not exceeding Not exceeding Not exceeding Not exceeding Not exceeding Not exceeding Not exceeding Not exceeding Rs.
(Rs) Rs. 100 crores Rs. 25 crores Rs. 25 crores Rs. 75 crores Rs. 15 crores Rs. 15 crores Rs. 100 crores 25 crores
(whether by way (whether by (whether by way (whether by (whether by (whether by way (whether by (whether by way
of an individual way of an of an individual way of an way of an of an individual way of an of an individual
transaction or individual transaction or individual individual transaction or individual transaction or
transactions transaction or transactions transaction or transaction or transactions transaction or transactions taken
taken together transactions taken together transactions transactions taken together transactions together or series
or series of taken together or series of taken together taken together or series of taken together of transactions or
transactions or or series of transactions or or series of or series of transactions or or series of otherwise)
otherwise) transactions or otherwise) transactions or transactions or otherwise) transactions or
otherwise) otherwise) otherwise) otherwise).
e. Percentage of annual 61 % 15% 15% 46% 9% 9% 61% 15%
consolidated turnover of
the Company considering
FY24 as the immediately
preceding financial year (96%)
(and for a RPT involving a
subsidiary, such percentage
calculated on the basis of
the subsidiary’s annual
turnover on a standalone
basis shall be additionally
provided)
f. Details of transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:
i. details of the source of Promoter Promoter Promoter NA NA NA NA Promoter
funds in connection with Funding/ Funding/ Funding/ Funding/ Internal
the proposed transaction. Internal Internal Internal Accruals/ Issue of
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		Accruals/ Issue of Shares and Securities	Accruals/ Issue of Shares and Securities	Accruals/ Issue of Shares and Securities					Shares and Securities
ii.	where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments - nature of indebtedness; - cost of funds; and - tenure	NA	NA	NA	NA	NA	NA	NA	NA
iii.	applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security	NA	NA	NA	NA	NA	NA	NA	NA
iv.	the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT	Principal business activities	Principal business activities	Principal business activities	Principal business activities	Principal business activities	Principal business activities	Principal business activities	Principal business activities
g.	Justification for the transaction	Sejal (UAE) is a related party of your Company, within the meaning of sub- section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations by virtue of it being the subsidiary of your Company. Your company does sale, purchase,	SIFSPL is a related party of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations by virtue of it being a Promoter Group Company.	SGV LLP is a related party of your Company, within the meaning of sub- section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations by virtue of it being the Associate of your Company. Your company does sale, purchase,	DRPL is a related party of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations by virtue of it being the Promoter of your Company.	DLIPL is a related party of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1)(zb) of SEBI Listing Regulations. Your company provides / receives services to / from them and	AFSL is a related party of your Company, within the meaning of sub- section (76) of section 2 of the Act and Regulation 2 (1)(zb) of SEBI Listing Regulations. Your company provides / receives services to / from them and has/may also avail	Mr. Chandrakant Gogri is a related party of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1)(zb) of SEBI Listing Regulations by virtue of him being a part of the Promoter	ADPL is a related party of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations by virtue of it being a Promoter Group Company. Your company does sale, purchase, provides / receives services to / from them and also

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provides / Your company provides / Your company has/may also financial support Group of your provides financial
receives services does sale, receives services provides / avail financial from them, Company . support to them,
to / from them purchase, to / from them receives support from which are Mr. Gogri has which are
and also provides / and also services to / them, which significant for Provided significant for
provides receives provides from them and are significant expansion and Personal expansion and
financial support services to / financial support also availed for expansion growth of your Guarantee growth of your
including from them and including financial and growth of Company. The against the Company. The
Guarantee to also provides Guarantee to support from your Board is of the loans availed Board is of the
them, which are financial them, which are them, which Company. The opinion that by your opinion that
significant for support to significant for are significant Board is of the proposed Company & proposed
expansion and them, which expansion and for expansion opinion that transactions with shall require transactions with
growth of your are significant growth of your and growth of proposed above related additional above related
Company. The for expansion Company. The your transactions party is in the guarantees party is in the best
Board is of the and growth of Board is of the Company. The with above best interest of against the interest of the
opinion that your opinion that Board is of the related party is the Company loans Company and the
proposed Company. The proposed opinion that in the best and the proposed to Members.
transactions with Board is of the transactions with proposed interest of the Members. be obtained
above related opinion that above related transactions Company and which are
party is in the proposed party is in the with above the Members. significant for
best interest of transactions best interest of related party is expansion and
the Company with above the Company in the best growth of
and the related party is and the interest of the your
Members. in the best Members. Company and Company. The
interest of the the Members. Board is of the
Company and opinion that
the Members. proposed
transactions
with above
related party is
in the best
interest of the
Company and
the Members.
h. A copy of the valuation or NOT APPLICABLE
other external party report,
if any such report has been
relied upon;
i. Percentage of the counter- 96% 99% NA NA NA NA NA NA
party’s annual consolidated (Assuming all the (Assuming all
turnover that is represented transactions the
by the value of the transactions
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proposed RPT on a limits put limits put
voluntary basis; together) together)
j. Any other information that With the Processed glass The Company The Company With the In furtherance of The bankers to Processed glass is
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proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)	proposed RPT on a voluntarybasis; limits put together) limits put together)
j.	Any other information that	With the	Processed glass	The Company	The Company	With the	In furtherance of	The bankers to	Processed glass is
	may be relevant	increased volume of business, the Company may enter into various transactions in the nature of purchase and sale of goods, receipt and rendering of services and other transactions, with Sejal UAE, a subsidiary, therefore a related party of the Company. Further the Company has given Corporate Guarantee to HDFC Bank Limited (India) for the issuance of SBLC for availing credit facility by Sejal UAE for which the Company would be charging Guarantee Commission.	is an integral part of the Façade business in which SIFSPL deals & hence there are various transactions in the nature of purchase and sale of goods, receipt and rendering of services and other transactions, with SIFSPL, a related party of the Company. Accordingly, such obligations undertaken by the Company would be considered as a related party transaction pursuant to Regulation 2(1)(zc) of SEBI Listing Regulations effective from April 01,2023.	intends to enter into various transactions in the nature of purchase and sale of goods, receipt and rendering of services and other transactions, with SGV LLP, an Associate, therefore a related party of the Company. Further the Company may also provide Loans & Advances, agree to provide Corporate Guarantee on behalf of SGV LLP for any facility provided against a minimal Guarantee Commission. The Company is a partner in SGVLLP and hence the sharingofprofit	may for its business purposes approach DRPL a Promoter, of the Company for advancing loans & Advances & would also be required to pay interest on the same. Further the Company may also avail of Corporate Guarantee facility from the said promoter for furtherance of its business activities or its subsidiary. Accordingly, such obligations undertaken by the Company would be considered as a related party transaction	increased volume of business, the Company may be required to enter into various transactions in the nature of availing loans & Advances from DLPL and would also be required to pay interest on the same. Accordingly, such obligations undertaken by the Company would be considered as a related party transaction pursuant to Regulation 2(1)(zc) of SEBI Listing Regulations effective from April 01, 2023	the business activities of the Company, it may be required to enter into various transactions in the nature of availing loans & Advances from ASPL and further pay interest on the same. Accordingly, such obligations undertaken by the Company would be considered as a related party transaction pursuant to Regulation 2(1)(zc) of SEBI Listing Regulations effective from April 01, 2023	the Company have been insisting on the Personal Guarantee of Mr. Chandrakant Gogri , who is a part of the Promoter group, along with other securities for grant of credit facilities to the Company. Such obligations undertaken by the Company would be considered as a related party transaction pursuant to Regulation 2(1)(zc) of SEBI Listing Regulations effective from April 01, 2023	an integral part of the construction and development business in which ADPL deals & the Company may enter into various transactions in the nature of sale and purchase of goods, receipt and rendering of services and other transactions, with ADPL, a related party of the Company. Accordingly, such obligations undertaken by the Company would be considered as a related party transaction pursuant to Regulation 2(1)(zc) of SEBI Listing Regulations effective from April 01, 2023.

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The Company or loss of pursuant to
has to provide SGVLLP Regulation
Corporate 2(1)(zc) of SEBI
Guarantee to Accordingly, Listing
some such obligations Regulations
Suppliers/Vendor undertaken by effective from
s of Sejal UAE the Company April 01, 2023.
for availing the would be
trade credit by considered as a
Sejal UAE related party
transaction
The Company pursuant to
has to provide Regulation
Corporate 2(1)(zc) of SEBI
Guarantee to Listing
Bank/ Financial Regulations
Institution in effective from
UAE availing April 01, 2023.
Credit Facility by
Sejal UAE
Accordingly,
such obligations
undertaken by
the Company
would be
considered as a
related party
transaction
pursuant to
Regulation
2(1)(zc) of SEBI
Listing
Regulations
effective from
April 01, 2023.
k. Name of Director(s) or Key None None Mr. Surji D. None None None Not Applicable None
Managerial Personnel who Chheda
is related, if any. Mr. Jiggar L.
Savla
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