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Sirca Paints India Limited Proxy Solicitation & Information Statement 2025

Apr 11, 2025

62252_rns_2025-04-11_40cd0b89-9d71-43ad-87fb-8a72e5790f6d.pdf

Proxy Solicitation & Information Statement

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April 11, 2025

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To,
The Managing Director
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No. C/1
G-Block, Bandra-Kurla Complex, Bandra (E)
Mumbai- 400051
NSE Symbol-SIRCA
To,
The General Manager
BSE Limited
Department of Corporate Services
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400001
BSE Scrip Code:543686

SUB: INTIMATION UNDER REGULATION 30 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015-NOTICE OF POSTAL BALLOT

Dear Sir / Madam,

In terms of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Postal Ballot Notice dated February 11, 2025 (‘Notice’) for seeking approval of Shareholders by way of Ordinary Resolution for Appointment of Mr. Guido Scappini (DIN: 10920626 ) as a Nonexecutive Non-Independent Director of the Company.

In accordance with circulars issued by Ministry of Corporate Affairs (MCA) from time to time, the Notice is being sent only through electronic mode to those shareholders whose email address are registered with the Company’s Registrar and Share Transfer Agent viz., KFin Technologies Limited (KFin)/Depository(ies)/Depository Participants and whose names appear in the Register of Members/list of Beneficial Owners as on the cut-off date, i.e., Friday, April 04, 2025 . The Notice contains the procedure to get the email address registered for those shareholders who have not yet registered their email address.

The voting period will commence from Saturday, April 12, 2025, at 9.00 A.M. (IST) and will end on Sunday, May 11, 2025 at 5.00 P.M. (IST) .

Please take the above information on record.

Thanking You.

Yours faithfully,

For Sirca Paints India Limited

HIRA Digitally signed by HIRA KUMAR KUMAR Date: 2025.04.11 19:42:35 +05'30' Hira Kumar Company Secretary cum Compliance Officer

Encl: as above

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SIRCA PAINTS INDIA LIMITED

CIN: L24219DL2006PLC145092

Registered Office: G-82, Kirti Nagar, Delhi-110015 Website: www.sircapaints.com, Email: [email protected]

POSTAL BALLOT NOTICE (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s)

NOTICE is hereby given that pursuant to the provisions of Sections 110 and 108 of the Companies Act, 2013 (the ‘Act’) read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014 (the ‘Management Rules’), Secretarial Standard-2 on General Meetings (the ‘SS-2’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’) including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, General Circular dated 19 September 2024 issued by the Ministry of Corporate Affairs (the ‘MCA’) from time to time read along with other connected circulars issued from time to time in this regard (the ‘MCA Circulars’) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time), the item of special business as set out in this Notice is proposed for consideration by the Members of the Sirca Paints India Limited (the ‘ Company’ ) for passing by means of Postal Ballot by voting through electronic means (‘remote e-voting’) only.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations) and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting 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 address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the Notes to this Notice.

The remote e-voting period commences from 9.00 A.M. (IST) on Saturday, April 12, 2025 , and ends at 5.00 P.M. (IST) on Sunday, May 11, 2025

The Company has appointed M/s Pravesh Kumar & Associates (ACS:60671/COP No.:27218), Practicing Company Secretary, to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company (the Chairman) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 48 hours from the conclusion of the e- voting. The result declared along with the Scrutinizer’s Report shall be communicated in the manner provided in this Postal Ballot Notice.

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The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. The results will also be uploaded on the Company’s website www.sircapaints.com and on the website of KFin Technologies Limited at www.kfintech.com

SPECIAL BUSINESS

ITEM NO. 1

APPOINTMENT OF MR. GUIDO SCAPPINI (DIN: 10920626) AS A NON-EXECUTIVE NONINDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to give your Assent or Dissent to the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the “Rules”), the applicable provisions of 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 provisions of the Articles of Association of the Company, Mr. Guido Scappini (DIN: 10920626), who was appointed by the Board of Directors as an Additional Director in the category of Non-Executive Non-Independent Director of the Company with effect from February 11, 2025, and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from a Member proposing his candidature for the office of Director and in accordance with the recommendation of the Nomination and Remuneration Committee, be and is hereby appointed as a Non-Executive Director of the Company.

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

Place: Delhi Date: February 11, 2025

By order of the Board of Directors For Sirca Paints India Limited Sd/Hira Kumar Company Secretary

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NOTES:

  1. Statement pertaining to the resolution setting out the material facts, as required under Section 102 of the Act, Secretarial Standard on General Meetings (‘SS-2’), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations).

  2. The Ministry of Corporate Affairs (MCA”), vide its General Circular No. 09/2024 dated September 19, 2024 read with General Circulars No. 20/2020 Dated May 5, 2020, No. 14/2020 dated April 08, 2020, No. 17/2020 dated April 13, 2020, No. 02/2021 dated January 13, 2021, No. 19/2021 dated December 8, 2021, No. 21/2021 dated December 14, 2021, No. 11 /2022 dated December 28, 2022 and No. 09/2023 dated September 25, 2023 (collectively referred to as “MCA Circulars”), has allowed the Companies to transact items through Postal Ballot (electronic mode only) till September 30, 2025.

  3. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and in terms of SEBI Master circular dated November 11, 2024 (‘SEBI Circular’), the Members are provided with the facility to cast their vote electronically, through the Electronic Voting (e-voting) services provided by KFIN Technologies Limited (‘KFintech’) the e-voting Service Provider (ESP), on the resolution set forth in this Notice.

  4. In terms of the MCA Circulars, this Notice along with the instructions regarding e-voting is being sent only by email to all those Members, whose email addresses are registered with the Company or the RTA or with the depository(ies)/depository participants and whose names appear in the register of Members/ list of beneficial owners as on the Cut-off date i.e., Friday, 04[th] April 2025. The Notice is available on the website of the Company at https://www.sircapaints.com/, website of E- voting service provider i.e., KFin Technologies Limited (‘KFin’ or ‘Kfintech’) at https://evoting.kfintech.com and on the websites of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com). All the Members of the Company, as on the Cut-off date, shall be entitled to vote in accordance with the process specified in this Notice. Any person who is not a Member on the Cut-off date shall treat this Notice for information purpose only. In this Notice, the term Member(s) or shareholder(s) are used interchangeably.

As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

  1. The Company hereby requests all its Members to register their email address, if not yet registered, by following the instructions mentioned under Note no. 12 to enable the Company to provide all communications through email.

  2. The generic terms and conditions for appointment of Non-Executive Non-Independent Director are hosted on the Company’s website.

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  1. In accordance with the MCA Circulars, the relevant documents referred to in this Postal Ballot Notice will be made accessible for inspection through electronic mode. The documents will remain available from the date of dispatch of this Notice up to the last day of voting on the website of the Company at https://www.sircapaints.com/.

  2. The Board of Directors at its meeting held on February 11, 2025 have appointed M/s Pravesh Kumar & Associates (ACS: 60671/COP No.:27218) as the ‘Scrutiniser’ to scrutinise the Postal Ballot process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

  3. The e-voting shall commence on Saturday, 12[th] April, 2025 at 9.00 a.m. (IST) and end on Sunday, 11[th] May, 2025 at 5.00 p.m. (IST). The e-voting module shall be disabled by KFin for voting thereafter and voting shall not be allowed beyond the said date and time. During this period, the Members of the Company holding shares as on the Cut-off date, i.e., Friday, 04[th] April 2025, may cast their vote by electronic means in the manner given in Note no. 12. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.

  4. Kindly note that the Members holding shares in Demat form can vote only through e-voting.

  5. Members holding shares in Physical form can opt for any one mode of voting, i.e., by physical postal ballot or by e-voting. In case such Members cast their vote by both physical postal ballot and e- voting, vote cast by e-voting shall prevail and votes cast through physical postal ballot will be treated as invalid.

  6. SEBI has mandated that any service request from Members holding securities in physical mode shall be entertained only upon registration of the PAN, KYC details and nomination. Members are requested to submit the requisite forms duly filled and signed along with self-attested copy of the PAN card and such other documents as prescribed in the Form, to register or update:

  7. a) PAN, KYC details and nomination.

  8. b) E-mail address to receive all communications through electronic means.

The said forms are available on the website of the Company at https://www.sircapaints.com/investor-relations-investor-request-forms and on the website of KFin at https://ris.kfintech.com/clientservices/isc/isrforms.aspx.

Members have an option to submit the said forms in-person at any of the branches of KFin, details of which are available at https://www.kfintech.com/contact-us/ or submit e-signed form online along with requisite documents by accessing the link https://kprism.kfintech.com/ and registering with PAN if visiting for the first time.

Physical forms can be sent through post at following address:

KFin Technologies Ltd.

Unit: Sirca Paints India Limited. Selenium Building, Tower-B, Plot No. 31 & 32,

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Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana-500 032 Toll free no.: 1800 309 4001

Members holding shares in dematerialised mode, who have not registered/updated their aforesaid details are requested to register/update the same with the respective depository participants (‘DPs’).

  1. The Scrutiniser shall, after conclusion of the voting period, submit his report, within prescribed timelines, to the Chairman or any person so authorised by him, who shall countersign the same and declare the results thereof. Results of the voting will be declared by placing the same along with the Scrutiniser’s report on the Company’s website at https://www.sircapaints.com/ and on the website of KFin at https://evoting.kfintech.com/ and shall also be communicated to the stock exchanges within two working days from last date of voting, i.e., on or before Tuesday, May 13, 2025 at or about 5:00 pm and the outcome will be made available at the registered office as well as at the corporate office of the Company. Subject to receipt of requisite number of votes, the resolution(s) mentioned in the Notice shall be deemed to be passed on Sunday, May 11, 2025 i.e., last day of the e-voting period.

  2. The details of the process and manner for remote e-voting are explained herein below:

  3. I. Login method for remote e-voting for individual shareholders holding securities in demat mode:

Pursuant to SEBI Master circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024 on ‘e-voting facility provided by Listed Companies’, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/registered Depository Participants (‘DPs’) in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting Service Provider (‘ESP’) thereby facilitating not only seamless authentication but also ease and convenience of participating in e-voting process.

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

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Type of Shareholder Login Method
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Type of Shareholder
Login Method
Type of Shareholder
Login Method
Type of Shareholder
Login Method
Individual
shareholders
holding securities in demat
mode with NSDL
User already registered for NSDL IDeAS facility:
Open
web
browser
and
type
the
following
URL:
https://eservices.nsdl.com/ either on a Personal Computer or
on a mobile. Once the home page of e-Services is launched, click
on the‘Beneficial Owner’icon under‘Login’which is available
under‘IDeAS’section.
A new screen will open. Enter your User ID and Password. After
successful authentication, you will be able to see e-voting

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Type of Shareholder Login Method
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services. Click on ‘Access to e-voting’ under e-voting services and you will be able to see e-voting page. Click on options available against Company name or e-voting service provider - KFintech and you will be re-directed to e- voting service provider website for casting your vote during the e-voting period. User 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 and proceed with completing the required fields. After successful registration, please follow the steps given above to cast your vote. By visiting the e-Voting website of NSDL: Visit the e-voting website of NSDL. Open web browser and type 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 ‘Login’ icon, available under the ‘Shareholder/Member’ section. A new screen will open. Enter your User ID (i.e., your 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on options available against Company name or e-voting service provider - KFintech and you will be re-directed to e- voting service provider website for casting your vote during the e-voting period. NSDL Speede 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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Type of Shareholder

Login Method

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Type of Shareholder
Login Method
Type of Shareholder
Login Method
Type of Shareholder
Login Method
Individual shareholders holding
securities in demat mode with
CDSL

Existing user who have opted for Easi/Easiest:
Open web browser and type:https://www.cdslindia.com/ and click
on login icon and select New System Myeasi
Shareholders can login through their existing user ID and password.
Option will be made available to reach e-voting page without any
further authentication.
After successful login on Easi/Easiest, the user will also be able to see
the e-voting Menu. The menu will have links of ESPs. Click on
KFintechto cast your vote.
User not opted for Easi/Easiest:
Option
to
register
for
Easi/Easiest
is
available
at
https://www.cdslindia.com/,proceed with completing the required
fields. After successful registration, please follow the steps given
above to cast your vote.
By visiting the e-Voting website of CDSL:
The user can directly access e-voting page by providing Demat
Account Number and PAN from a link in www.cdslindia.com. The
system will authenticate the user by sending OTP on registered
Mobile and e-mail ID as recorded in the demat Account.
After successful authentication, user will be able to see the e-voting
option where the e-voting is in progress and will also be able to
directly access the system of e-Voting Service Provider, i.e., KFintech.
Individual Shareholders (holding
securities in demat mode) logging
through
their
depository
participants
Shareholders can also login using the login credentials of their demat
account through their Depository Participant registered with
NSDL/CDSL for e-voting facility. Once logged-in, you will be able to
see e-voting option.
Once you click on e-voting option, you will be redirected to NSDL/
CDSL website after successful authentication, wherein you can see e-
votingfeature.

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Type of Shareholder Login Method
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Click on option available against Company name or e-voting service provider- KFintech and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

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

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Members facing any technical issue - NSDL Members facing any technical issue - CDSL
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Members facing any technical issue - NSDL
Members facing any technical issue - CDSL
Members facing any technical issue - NSDL
Members facing any technical issue - CDSL
Members facing any technical issue - NSDL
Members facing any technical issue - CDSL
Members facing any technical issue - NSDL
Members facing any technical issue - CDSL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at toll free no.: (022)
-4886 7000 and(022)- 2499 7000
Members facing any technical issue in login can contact
CDSL
helpdesk
by
sending
a
request
at
[email protected] or contact on 1800 22 55
33
  • II. Login method for remote e-voting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

  • i. Initial password will be provided in the body of the e-mail.

  • ii. Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.

  • iii. Enter the login credentials i.e., User ID and Password mentioned in your e-mail. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting your votes.

  • iv. After entering the correct details, click on LOGIN.

  • v. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • vi. You need to login again with the new credentials.

  • vii. Upon successful login, the system will prompt you to select the EVENT i.e., Sirca Paints India Limited

  • viii. On the voting page, the number of shares (which represents the number of votes) held by you as on the cutoff date Friday, April 04, 2025 will appear.

If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the Cut-off date. You may also choose the option ‘ABSTAIN’, in which case, the shares held will not be counted under either head.

  • ix. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.

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  • x. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

  • xi. Corporate/institutional Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certified true copy of relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scrutiniser through email at [email protected] and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘ SIRCA_EVENT No .’

  • xii. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e- voting User Manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin on toll free No. 1800 309 4001.

In case of a Member who hold shares and who had not registered their email ID, as on the cut-off date i.e. Friday, April 04, 2025, may participate in the e-voting by registering their email id by following instructions mentioned at Note no. 12. Post registration, such Member may request for User ID and password for e-voting by sending an email to [email protected] / [email protected] through his/her registered email id to obtain the same.

  1. Members may also reach out to Mohd. Mohsin Uddin - Senior Manager, Kfin at [email protected] /[email protected] or Hira Kumar, Company Secretary at [email protected] or at (020) 7187 8060.

  2. Further, as part of our initiative to enhance the investor experience, a Senior Citizens investor cell has been newly formed by our Registrar and Share Transfer Agent of the Company viz., KFINTECH to assist exclusively the Senior Citizens in redressing their grievances, complaints and queries.

The special cell shall closely monitor the complaints coming from Senior Citizens through this channel and handholding them at every stage of processing till closure of the grievance.

The Senior Citizens wishing to avail this service can send the communication to the email ID, [email protected] with a copy to [email protected]

Alternatively, they may contact our Toll-free number: 1-800-309-4006 dedicated for Senior Citizens for any queries or information.

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EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 1

Appointment of Mr. Guido Scappini (DIN: 10920626) as a Non-Executive Non-Independent Director

Pursuant to the provisions of Section 152 and 161 of the Companies Act, 2013 (“the Act”) and as per the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Guido Scappini (DIN: 10920626) as an Additional Director in the category of Non-Executive Non-Independent Director of the Company with effective from February 11, 2025. Pursuant to provisions of the Act and Regulation 17(1C) of the Securities and Exchange Board of India (‘SEBI’) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the appointment of Mr. Guido Scappini as NonExecutive Non-Independent Director is subject to approval of the members of the Company.

As required under Section 160 of the Act, the Company has received a notice in writing from a Member proposing the candidature of Mr. Guido Scappini for the office of Director of the Company. Mr. Guido Scappini has given his consent to act as Director and is not disqualified from being appointed as Director in terms of Section 164 of the Act.

The Nomination and Remuneration Committee while recommending his appointment, has considered amongst others, leadership capabilities, expertise in governance, legal compliance, administrative knowledge and experience as the skills required for this role and also confirmed that he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Details of Mr. Guido Scappini as per the requirement of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meeting (SS-2) is provided in Annexure-A.

Keeping in view the above, consent of the Members for appointment of Mr. Guido Scappini as a NonExecutive Non-Independent Director, is sought by way of ordinary resolution, as set out in the resolution in Item No. 1 of the accompanying Notice.

Mr. Guido Scappini is interested in the resolution set out in Item No. 1 of the notice with regard to his appointment. The relatives of Mr. Guido Scappini may be deemed to be interested in the resolution set out in Item No. 1 of the notice, to the extent of their equity shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in this resolution.

The Board accordingly recommends the Ordinary Resolution set out in Item No. 1 of the accompanying Notice for the approval of the members.

By order of the Board of Directors For Sirca Paints India Limited

Place: Delhi Date: February 11, 2025

Sd/Hira Kumar Company Secretary

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Annexure-A- Details as per secretarial standard- 2 and Regulation 36(3) of the SEBI Listing Regulations:

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Name of Director Mr. Guido Scappini
Date of Birth 08.10.1967
Age 58
Initial Date of Appointment 11.02.2025
Qualification Master’s Degree in Mechanical Engineering cum
laude (specialization in Energy-Nuclear engineering)
University of Genoa
Details of Remuneration sought The Non-Executive Non-Independent Director shall
to be paid be paid remuneration by way of sitting fee for
attending the meetings of the Board or Committees
thereof or for any other purpose as may be decided
by the Board, subject to the overall limits as specified
under the Act and the Rules framed thereunder.
Expertise in specific functional areas Mr. Guido Scappini is the Global Business Director at
Sirca s.p.a. in charge of the whole Wood Coating,
Metal Coating and Composites business. Formerly a
management consultant at one of the leading global
firms, he then moved into an Executive position at an
Italian manufacturers of wood coating.
During his more than 15 years of experience in the
industry he has implemented several turnaround
projects, start-ups, new market development and
international strategic partnerships.
Terms and conditions of appointment/ Appointment as Non-Executive Non-Independent
re-appointment Director for a period of 5 consecutive years effective
from February 11, 2025 to February 10, 2028 (for
further details refer Item No. 1 of Notice and
Explanatory Statement).
Details of remuneration last drawn Not Applicable
(FY 2024-25)
Directorship held in other Companies Not Applicable
as on date
Memberships of Committees across Not Applicable
Companies (only Statutory Committees
as required to be constituted under the
Act are considered)
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Chairmanship of Committees Not Applicable
across Companies (only Statutory
Committees as required to be
constituted under the
Act are considered)
Listed entities from which the Director Not Applicable
has resigned from Directorship in last
3 (three) years
Shareholding in the Company (Equity) Nil
as on the date of notice
(In individual capacity and
as a beneficial owner)
Relationship with other Directors/ None
Manager/ Key Managerial Personnel
Number of Board Meetings attended 2 out of 2 meetings
during the FY 2024-25
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