Saint-Gobain Sekurit India Ltd

The Members

Your Directors are pleased to present the 52^nd Annual Report of the Company along with audited financial statements for the year ended March 31,2025.

(Rs Lakhs)

Your Directors are pleased to recommend for approval of the Members a dividend of Rs 2/- per equity share of the face value of Rs 10/- each for the financial year ended March 31,2025. The dividend on equity shares, if approved by the Members would result in a cash outflow of Rs 1,822.11/- Lakhs (Rs 1,822.11/- Lakhs in the previous year).

The Dividend Distribution Policy of the Company as required under the Listing Regulations was adopted to set out the parameters and the circumstances that will be taken into account by the Board of Directors in determining the distribution of dividend to its shareholders. The policy is annexed as Annexure 7 of this Report and is also available on the Company's website, https://www.sekuritindia.com/investor_information.html > Policies.

Your Directors do not propose to transfer any amount to the reserves.

The automotive sector demonstrated commendable resilience during FY 2024-25, with overall vehicle sales showing year-on-year growth. However, the commercial vehicle segment faced headwinds, experiencing a decline in volumes primarily due to delays in infrastructure projects during the general election year, which affected the first nine months of the financial year.

In line with the increasing demand for high-quality, large-format windshields, your Company has made strategic investments in advanced windshield preprocessing lines. The shift from manual to automated cutting and grinding processes has significantly enhanced product quality and reduced operational risk at the plant.

To accommodate the production of larger windshields, space optimization became a priority. The production line layout was accordingly restructured to minimize glass movement, thereby improving ergonomics and workflow efficiency. Additionally, storage facilities were relocated outside the main plant area, creating valuable space for the expansion of production lines.

On the sustainability front, our ongoing initiatives are yielding tangible results. Operational circularity has improved through reduced water and energy consumption per square meter of glass produced. Our commitment to green energy continues through solar power generation and rainwater harvesting, both of which remain on track. Furthermore, we have increased the use of recycled materials in packaging and enhanced the cullet circularity ratio. These milestones have been achieved through the consistent efforts and active engagement of our dedicated team.

The revenue from operations for FY 2024-25 was Rs 20,841.38/- Lakhs higher by 4% over the previous year's revenue from operations of Rs 20,069.97/- Lakhs. The profit after tax for FY 2024-25 was Rs 3,598.22/- Lakhs, higher by 15% over the previous year's profit after tax of Rs 3,123.34/-.

In a continuously evolving environment, the emphasis on sustainability goals and enhanced driver and passenger comfort remains central to industry developments. Regulatory bodies are actively proposing new guidelines, including notable regulations such as the mandatory introduction of air-conditioned cabins in commercial vehicles, which are likely to drive increased demand for value-added glazing solutions.

To accelerate Electric Vehicle ("EV") adoption, efforts are being made on both demand and supply sides. Your Company is strategically aligned with this shift, focusing on expanding in the OEM segment, particularly in 3-wheelers, trucks, Light Commercial Vehicles ("LCVs"), buses, and aftermarket categories.

Our growth strategy includes capitalizing on the expanding commercial vehicle market, deepening our presence with new electric 3-wheeler Original Equipment Manufactures ("OEMs"), and adopting a focused approach toward scaling the small commercial vehicle segment. Building on the strong contribution from the bus body and LCV segments in the previous financial year, these areas will continue to receive increased attention and investment.

The rollout of air-conditioned cabins in commercial vehicles presents a significant opportunity for value-added glazing. With supplies to key customers commencing, this will enhance in-cabin comfort, particularly for truck drivers, and further position your Company as a key partner in improving vehicle ergonomics.

Additionally, government incentivization schemes, including the PM e-Bus Sewa initiative and the broader EV infrastructure roadmap, are expected to drive substantial investments in nationwide charging infrastructure. These developments will serve as important catalysts for the acceleration of EV adoption across India.

No material changes or commitments that have had an impact on the financial position of the Company have emerged between financial year end and the date of this Report.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

The Company's primary focus is to provide a professional work culture that fosters innovation, ensures high performance, and empowers employees to grow and develop individually. The Company strives to become a leader in its industry and places a strong emphasis on enhancing employee capabilities through training. The hiring and onboarding practices of the Company adhere to the best industry standards, and a fair and transparent performance evaluation process is followed. To improve organizational efficiency, employee engagement, and skill levels, the Company encourages participation in various training programs and mandatory e-learning courses.

More generally, employee relations were cordial and productive at work sites of your Company. At the end of the financial year, there were 99 employees.

The Company is committed to fostering and upholding a positive work environment free from any kind of discrimination and harassment. The Company firmly believes that all employees have the right to be treated with dignity and respect, and it maintains a zero-tolerance policy towards any violations of its Code of Conduct and any form of harassment. To effectively address and resolve sexual harassment concerns or issues, the Company has an Internal Complaints Committee ("ICC") in place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. During the year, the Company did not receive any complaint related to sexual harassment.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 ("Act") and read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure 1 of this Report. Your Company is committed to ensure a clean and green, pollution-free environment as well as a safe and healthy workplace at its plant location. The Company adheres strictly to the Environment, Health, and Safety Charter, policies, and procedures established under the Saint-Gobain Group. The Company's plants have been certified under ISO 14001:2015 and ISO 45001:2018, and these certifications acknowledges the efforts put in and outcome achieved in enhancing the Environment, Health and Safety across its work site.

The Board of Directors at its meeting held on July 28, 2023, approved the investment not exceeding Rs2.21 Crore in VEH Wind Energy Private Limited (hereinafter referred as "VEH") towards sourcing of green power, however, the agreement between the parties was terminated, effective from October 28, 2024, as the intended purpose was no longer viable due to statutory requirements. Consequently, the agreement was mutually terminated by the Parties.

The Board of Directors at its meeting held on May 16, 2025, approved a revised investment of not exceeding Rs2.46 Crore (earlier approved investment of Rs2.45 Crore) in Radiance MH Sunshine Two Private Limited (in place of Radiance MH Sunrise Thirteen Private Limited) towards sourcing of green power. On completion of the statutory requirements, the Agreement will be executed by the Parties.

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2(A) to this Report. The Statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 2(B) forming part of this Report. The Annual Report including the aforementioned information are accessible on the Company's website, www.sekuritindia.com/investor_information.html > Annual Reports.

The Company has not accepted any public deposits, and thus, there were no outstanding amounts due on account of principal or interest on public deposits as on the date of the balance sheet.

Mr. B. Santhanam (Director Identification No. 00494806), Promoter, Non-Executive Director of the Company relinquished his position of Non-Executive Director with effect from close of business hours of May 16, 2025, consequent to his superannuation from the service of Saint-Gobain Group.

Mr. Manigandann R (Director Identification No. 09604558), Whole-Time Director and Chief Financial Officer of the Company has resigned with effect from July 31,2024, consequent to new role and responsibility within the Saint-Gobain Group.

The Board and management place on record their gratitude for the contributions made by them during their tenure with the Company. Re-appointment/Appointment

Ms. Padmasudha Chandrasekhar (Director Identification No. 01843592) was appointed as a Non-Executive, Independent Director of the Company at the 47^th Annual General Meeting held on July 25, 2020, for a period of five (5) consecutive years, commencing from April 1,2020, and ending on March 31,2025. She was re-appointed for a second term of five (5) consecutive years, starting from April 1, 2025, and ending on March 31, 2030, based on the approval of the shareholders by way of a postal ballot on March 20, 2025.

Mr. Manigandann R (Director Identification No. 09604558) was appointed as a Non-Executive Director of the Company, liable to retire by rotation, with effect from August 1, 2024, based on the approval of the shareholders by way of a postal ballot on August 31,2024.

In accordance with the Act and the Articles ofAssociation of the Company, Mr. Hari Singudasu (Director Identification No. 10455516), Non-Executive Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment and a resolution to seek Members approval, along with other essential details, is included in the Notice of the Annual General Meeting ("AGM").

In accordance with Section 161(1) of the Act and Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sreedhar Natarajan (Director Identification No. 08320482) as an Additional Director (Non-Executive) of the Company with effect from May 17, 2025. And will hold office up to the date of the ensuing AGM. Notice under Section 160(1) of the Act has been received from Member proposing candidature for the office of Director of the Company. Mr. Sreedhar Natarajan is liable to retire by rotation. The Board of Directors recommends his appointment and a resolution seeking Members approval, along with other essential details, is included in the Notice of the AGM.

Pursuant to the provisions of section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and

Regulation 16(1)(b) and 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"). There has been no change in circumstances affecting their status as Independent Directors of the Company.

The disclosures required pursuant to Regulation 36 of the Listing Regulations, Clause 1.2.5 of the Secretarial Standard on General Meetings are given in the Notice of AGM, forming part of the Annual Report and Schedule V of the Listing Regulations are given in the Corporate Governance Report, forming part of the Annual Report. The Members are also requested to refer to the pertinent items listed in the Notice of the AGM.

Mr. Jeyendran Jayaseelan was appointed as the Chief Financial Officer of the Company with effect from August 1,2024, consequent to the resignation of Mr. Manigandann R, Mr. Jeyendran Jayaseelan, subsequently resigned from the position with effect from March 25, 2025.

Based on the recommendation of the Nomination and Remuneration Committee and approved by the Audit Committee and the Board of Directors at its meeting held on May 16, 2025, Mr. Senthil Nathan Seetharama Gurukkal was appointed as the Chief Financial Officer of the Company with effect from May 16, 2025, consequent to the resignation of Mr. Jeyendran Jayaseelan.

Pursuant to the provisions of Section 203 of the Act, Mr. K.S. Gopalakrishnan, Managing Director, Mr. Senthil Nathan Seetharama Gurukkal, Chief Financial Officer and Mr. Girish T. Shajani, Company Secretary are the KMP's of the Company.

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration. These are set out in the Nomination and Remuneration Policy which is annexed as Annexure 3 to this Report and is also accessible on the Company's website at www.sekuritindia.com/investor_information.html > Policies.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its committees, individual directors and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on execution of specific duties, quality of deliberation at the meeting, independence of judgement, decision making, the contribution of directors at the meetings and functioning of the Committees.

The performance of the Board, its committees, individual directors, and chairperson was assessed by the Nomination and Remuneration Committee and the Board. In addition, the Independent Directors conducted an evaluation of the performance of Non-Independent Directors, Chairperson, and the Board, as a whole.

The Board of Directors also appraised the performance of the Independent Directors, their fulfillment of independence criteria specified by the Act and Listing Regulations, and well as their independence from management. The Director being evaluated did not participate in the evaluation process.

The purpose of the familiarisation programme is to acquaint the Independent Directors with the Company's business model and the industry in which it operates. Details of the familiarisation programme are accessible on the Company's website, www.sekuritindia.com/investor_information.html > Corporate Governance > Familiarisation Programme. Furthermore, the Independent Directors are periodically briefed on the latest developments in the Company and its operations.

The Board meets at regular intervals to review the Company's business and discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and ensure effective participation.

During the year, five board meetings were held and one meeting of Independent Directors was also held. The maximum interval between the board meetings did not exceed the period stipulated under the Act and the Listing Regulations.

The Board has constituted or reconstituted its committees in compliance with the Act and Regulation 18 to 21 of the Listing Regulations during the year. The Committees currently in place are the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, and Share Transfer Committee.

The Corporate Governance Report provides information about the Committees, their composition, meetings, and other relevant details.

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act,

i. that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. that such accounting policies have been selected and applied consistently and judgments and estimates have been made, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31,2025 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual financial statements have been prepared on a ‘going concern' basis;

v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.

With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls ("IFC") commensurate with the nature and size of its business. However, the business is dynamic and IFC are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as the business evolves. The Company has established a mechanism to consistently detect such deficiencies and implement updated or enhanced controls wherever the potential impact of such gaps on the Company's operations is significant.

All related party transactions entered during the financial year were in the ordinary course of business and on an arm's length basis. The Company has obtained the necessary approvals towards the related party transactions, as prescribed by the Act and the Listing Regulations.

The policy on related party transactions, as approved by the Board, is accessible on the website of the Company at www.sekuritindia.com/investor_information.html > Policies.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in prescribed Form No. AOC-2, is annexed as Annexure 4 to this Report.

The details of the transactions with related parties pursuant to Ind AS-24 are provided in the accompanying financial statements.

Your Company believes that its primary objective is to cater to the requirement of its customers, while simultaneously create job opportunities, providing livelihood and income for all its stakeholders (including suppliers, vendors, service providers, employees, lenders, shareholders etc.). In addition, it aims to contribute to the government's revenue. According to your Company's belief, meeting its obligations to society entails pursuing its main objective while upholding the highest standards of corporate governance and ethical conduct in its business operations. Against the backdrop of this belief, your Company is committed to executing the objectives outlined in its CSR policy.

In accordance with Section 135 of the Act, a Corporate Social Responsibility Committee of the Board, having an Independent Chair, has been constituted to monitor the CSR policy and programs. The CSR policy and initiatives were undertaken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are set out in

Annexure 5 to this Report. During the year, your Company has spent Rs71 Lakhs towards CSR activities, which are in line with the CSR policy of the Company.

The details of the CSR projects undertaken by the Company in FY 2024-25 are included as part of the Board's Report.

Your Company recognises that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalised and systematic approach for managing risk and implementing risk management processes across the Company. The Company ensures effective communication and management of risk across all risk categories. The Company has identified elements of risk, which may threaten, the existence and financial position of the Company and are set out in Management Discussion and Analysis.

The Company's Internal Financial Control Systems are commensurate with the nature of its business, financial statements and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow-up actions thereon are reported to the Audit Committee.

Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected the leak of Unpublished Price Sensitive Information and to prohibit any adverse personnel action against those who report such practices, acts or activities, in good faith. The Whistle-Blower Policy is accessible on the website of the Company, www.sekuritindia.com/investor_information. html > Policies.

We foster an open and transparent culture by providing a secure and accessible whistleblower mechanism for employees and third parties to report any violations of the law or the Company's Principles of Conduct and Action. This mechanism is available to all employees as well as external stakeholders. Concerns can be submitted anonymously via https://www.bkms-system.com/saint-gobain; however, we encourage individuals to share their identity to enable constructive dialogue.

M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018), were appointed as Statutory Auditors of your Company at the 49^th AGM of the Company held on August 8, 2022, till the conclusion of the 54^th AGM of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

In accordance with Section 148 of the Act and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed Mr. G. Thangaraj, Cost Accountant, to conduct the audit of the cost records maintained by the Company for the financial year ending March 31,2026. Mr. G. Thangaraj, Cost Accountant, has under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for the appointment.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors have to be ratified by the Members of the Company. Accordingly, an appropriate resolution forms part of the Notice convening the AGM. The Board of Directors seeks your support in approving the proposed remuneration of Rs1,70,000/- (Rupees one lakh seventy thousand only) plus taxes and out-of-pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31,2026. Mr. G. Thangaraj, Cost Accountant, has vast experience in the field of cost audit and has conducted an audit of the cost records of the Company for the past several years.

In accordance with Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed, V. N. Deodhar & Co., a proprietary firm of Practising Company Secretaries (Registration No.S1986MH002900; Peer Review Certificate No. 6464/2025), to undertake the Secretarial Audit of the Company for the financial year ended March 31,2025. The Secretarial Audit Report for the financial year ended March 31,2025, in Form No. MR-3 is set out in Annexure 6 of this Report.

Based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of V. N. Deodhar & Co., a proprietary firm of Practising Company Secretaries (Registration No. S1986MH002900; Peer Review Certificate No. 6464/2025) as Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from financial year 2025-26 till financial year 2029-30, subject to approval of the Members at the ensuing AGM.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Deloitte Haskins & Sells LLP, Statutory Auditors, in their Auditor's Report and by V. N. Deodhar & Co., a proprietary firm of Practising Company Secretaries, in their Secretarial Audit Report.

The Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year ended March 31,2025.

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company's operations in the future.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025, is accessible on the Company's website, www.sekuritindia.com/investor_information.html > Annual Reports.

As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this Annual Report.

As per Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability Report is attached and is a part of this Annual Report.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Your Directors take this opportunity to acknowledge, with sincere gratitude, the support of its esteemed customers, the strength it derives from its association with Compagnie de Saint-Gobain and its subsidiaries, the unwavering support and collaboration of the employees and bankers, and the loyalty of the large family of the Company's dealers, suppliers and esteemed shareholders.