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Kaycee Industries Ltd. — Proxy Solicitation & Information Statement 2025
Sep 23, 2025
62306_rns_2025-09-23_b766dfe1-eb7c-47d6-abdb-251096b6fcb7.pdf
Proxy Solicitation & Information Statement
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KAYCEE INDUSTRIES LIMITED
Regd. Office: Old Kamani Chamber, 32, Ramjibhai Kamani Road, Ballard Estate,
Mumbai-400 001. Tel.: +91-22-2261 3521 / 6666 3521 / 22 / 23 E-mail: [email protected] / Web: www.kayceeindustries.com CIN: L70102MH1942PLC006482
September 23, 2025
To
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001
SCRIP CODE: 504084
Sub: Postal Ballot Notice – Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith copy of the postal ballot notice dated September 12, 2025 (“ Notice” ) along with the explanatory statement seeking approval of the shareholders in respect of the resolutions set out in Notice.
In accordance with the applicable laws, the Notice is being sent by electronic mode only to those members whose names appeared in the Register of Members/List of Beneficial Owners maintained by the Company/Depositories respectively as at close of business hours on Saturday, September 20, 2025 i.e., Cut-off Date and who have registered their e-mail address with Company and/or Depository Participants.
The remote e-voting will commence 9:00 AM (IST) on Saturday, 27th September 2025 and ends on 5:00 PM (IST) on Sunday, 26th October 2025.
The aforesaid copy of the Notice is also available on the website of the Company at www.kayceeindustries.com and on the website of NSDL at www.evoting.nsdl.com.
FACTORY & SALES OFFICE : 24,26,27/19, Wimco Naka, Near R.K. CNG Pump, Ambernath (West), Thane- 421 501. Tel : (0251)2991734 / 7410033051 / 7410033052 / 7410033053 / 7410033055
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KAYCEE INDUSTRIES LIMITED
Regd. Office: Old Kamani Chamber, 32, Ramjibhai Kamani Road, Ballard Estate, Mumbai-400 001. Tel.: +91-22-2261 3521 / 6666 3521 / 22 / 23 E-mail: [email protected] / Web: www.kayceeindustries.com CIN: L70102MH1942PLC006482
You are requested to kindly take the same on your record.
For Kaycee Industries Limited
SANJAYPRASAT H NARASIMHAN
Digitally signed by SANJAYPRASATH NARASIMHAN Date: 2025.09.23 16:12:12 +05'30'
________
Sanjay Prasath Narasimhan Company Secretary & Compliance Officer ICSI Membership Number: A71514
Encl : as above
FACTORY & SALES OFFICE : 24,26,27/19, Wimco Naka, Near R.K. CNG Pump, Ambernath (West), Thane- 421 501. Tel : (0251)2991734 / 7410033051 / 7410033052 / 7410033053 / 7410033055
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KAYCEE INDUSTRIES LIMITED
Regd. Office: Old Kamani Chamber, 32, Ramjibhai Kamani Road, Ballard Estate, Mumbai-400 001. (CIN: L70102MH1942PLC006482) Tel.: +91-22-2261 3521 / 6666 3521 / 22 / 23 E-mail: [email protected] / Web: www.kayceeindustries.com
NOTICE FOR POSTAL BALLOT (e-Voting)
[Pursuant to Section 108, 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]
Dear Member(s),
Notice is hereby given pursuant to and in compliance with the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA Circulars”), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification or reenactment thereof for the time being in force, and as amended from time to time), and pursuant to other applicable laws and regulations, the resolutions as set out below are proposed for the approval of the Shareholders through Postal Ballot by way of remote electronic voting (‘remote e- voting’) process:
| Particulars | Type of resolutions |
|---|---|
| Appointment of Mr. Raman Krishnamoorthy (DIN: 10766058) as a Whole Time Director on the Board of Kaycee Industries Limited (the “Company”) for a term of three years with effect from August 02, 2025. |
Special |
Detailed explanatory statement setting out the material facts concerning the resolutions and instructions for e-voting are annexed to the Notice.
In accordance with Sections 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’), the Company has engaged the services of the National Securities Depository Limited (‘ NSDL ’), an agency authorised by the MCA, to provide remote e-voting facility. The procedure for remote e- voting is detailed in the Notes to this Postal Ballot notice.
The Board of Directors of the Company has appointed Mr. Aashit Doshi, Practicing Company Secretary as the Scrutinizer ("Scrutinizer") for conducting the postal ballot in a fair and transparent manner.
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The remote e-voting facility will be available during the following period:
| Commencement of remote e-voting period | 9.00 a.m. IST on Saturday, 27th September 2025 |
|---|---|
| Conclusion of remote e-voting period | 5.00p.m. IST on Sunday,26th October 2025 |
| Cut-off date for eligibility | 20th September 2025(Saturday) |
Members are requested to read the instructions and notes carefully while expressing their assent or dissent and cast votes through remote e-voting by not later than 5.00 p.m. IST on Sunday, 26th October 2025. The remote e-voting facility will be disabled by NSDL immediately after 5.00 P.M, Sunday, 26th October 2025, and will be disallowed thereafter.
The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced within 48 hours from the conclusion of e-voting, i.e. on or before 5.00 PM IST on Tuesday, 28[th] October 2025 and will also be displayed on the Company website www.kayceeindustries.com,on the website of NSDL www.evoting.nsdl.com and communicated to the stock exchange and Registrar and Share Transfer Agent (RTA).
The resolution, if passed by the requisite majority, will be deemed to have been passed on the last date specified for remote e-voting, i.e. Sunday, 26th October 2025.
The resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot.
SPECIAL BUSINESS
Appointment of Mr. Raman Krishnamoorthy (DIN: 10766058) as Whole Time Director on the Board of Kaycee Industries Limited (the “Company”)
T o consider and, if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT subject to the provisions of 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule-V of the Companies Act, 2013, based on the recommendation of Nomination and Remuneration Committee and of the Board of Directors, the consent of the Members be and is hereby accorded for the appointment of Mr. Raman Krishnamoorthy (DIN 10766058), as Whole Time Director of the Company for a period of three years with effect from August 02, 2025 till August 01, 2028, liable to retire by rotation with the payment of salary, commission and perquisites (hereinafter referred to as “remuneration”), upon the terms and conditions as detailed below
- Salary Rs.2,65,000 /- per month with an annual increase of Rs.25,000/- every year
PERQUISITES AND OTHER ALLOWANCES AND BENEFITS
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Medical benefits as per Company’s rules
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Reimbursement of travel expenses (India & abroad) as per Company’s rules
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Leave Travel Concession for self, spouse & family as per Company’s rules
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Premium on Personal Accident Policy as per Company’s rules
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Company contribution towards Provident Fund as per Company’s rules
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Gratuity not exceeding 15 days’ salary for each completed year of service
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Leave encashment as per Company’s rules
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Free use of car with driver for official use, and telephone facility at the residence (including mobile phone) for official use as per Company’s rules”
“RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for any financial year during the tenure of office, the aforesaid remuneration payable to Mr. Raman Krishnamoorthy, Whole Time Director of the Company, shall be the minimum remuneration payable to him, in terms of the Provisions of Schedule-V, Part II – Sec - II, read with the relevant sections of the Companies Act, 2013 being in force from time to time.”
Date : September 12, 2025 Place : Mumbai
By the Order of the Board For Kaycee Industries Limited Sd/Sanjay Prasath Narasimhan Company Secretary & Compliance Officer (Membership No: A71514)
NOTES:
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An Explanatory Statement pursuant to Sections 102 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014, in respect of business to be transacted as mentioned in the Postal Ballot notice, and the relevant details of the Director as required by Regulation 36(3) of the Listing Regulations and as required under SS-2, is annexed hereto.
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In accordance with the provisions of the Act, read with the Rules made thereunder and MCA Circulars, the Postal Ballot notice is being sent only by e-mail to those Members whose e-mail id’s are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on September 20, 2025 (Saturday).
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Members may note that this Postal Ballot notice will also be available on the website of the Company at www.kayceeindustries.com, the website of the Stock Exchange on which the equity shares of the Company are listed i.e. BSE Limited (‘BSE’) at www.bseindia.com and the website of NSDL at www.evoting.nsdl.com.
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Relevant documents referred to in this Postal Ballot notice and the Explanatory Statement pursuant to Section 102 of the Act is available for inspection through electronic mode.
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Members are requested to write to the Company at [email protected] for inspection of the said documents.
- Any query/grievance may please be addressed to Mr. Sanjay Prasath Narasimhan, Company Secretary with respect to this Postal Ballot at Email id: [email protected] or may contact +91-422-4233696, National Securities Depository Limited at the email id at [email protected] or call NSDL on 022 - 4886 7000.
6. Process and manner for voting through remote e-voting:
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i. In compliance with the provisions of Sections 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Members are provided with the facility to cast their vote by electronic means through the e-voting platform provided by NSDL.
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ii. Voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members on Saturday, September 20, 2025 (‘cut-off date’). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as of the cut-off date will be entitled to cast their votes by remote e-voting. A person who is not a Member as of the cut-off date should treat this Postal Ballot notice for information purpose only.
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iii. Voting rights through e-voting cannot be exercised by a proxy.
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iv. The remote e-voting period commences at 9.00 a.m. IST on Saturday, 27th September 2025 and ends at 5.00 p.m. IST on Sunday, 26th October 2025. The remote e-voting module will be disabled by NSDL for voting thereafter. The detailed process for remote e- voting is given below in point (vii).
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v. The Scrutinizer will submit his report after completion of scrutiny, on or before Tuesday, 28th October 2025. The Chairman or any other person duly authorized by him will announce the results of the voting by Postal Ballot within the prescribed timelines. The results shall also be displayed on the Company’s website www.kayceeindustries.com, on the website of NSDL and will also be communicated to BSE Limited (“BSE”), where the equity shares of the Company are listed.
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vi. Resolution passed by the Members by means of Postal Ballot will be deemed to have been passed at a General Meeting of the Members. The resolution, if passed by the requisite majority, will be deemed to have been passed on the last date specified for remote e- voting i.e., Sunday, 26[th] October 2025.
vii. The details of the process and manner for remote e-voting are explained herein below
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting for Individual shareholders holding securities in demat mode
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither 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. 2. 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/IdeasDirectRe g.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a 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. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
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Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can holding securities in login through their existing user id and password. demat mode with CDSL Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
| Individual Shareholders holding securities in demat mode with CDSL |
1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. |
|---|---|
| 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome 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-VotingService Providers. |
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| 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 duringthe remote e-Voting period. |
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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 Individual Shareholders holding securities in demat mode with NSDL Individual Shareholders holding securities in demat mode with CDSL |
Helpdesk details |
|---|---|
| Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
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| Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
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?
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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.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
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| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
|---|---|
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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.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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**
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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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.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
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- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
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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 are active.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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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.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to www.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.
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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.
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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 [email protected].
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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 :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login -
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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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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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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.
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
Item No. 1- Appointment of Mr. Raman Krishnamoorthy (DIN 10766058), as a Whole Time Director of the Company.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Raman Krishnamoorthy (DIN 10766058) as Whole time Director of the Company for a term of 3 years with effect from August 02, 2025 subject to the approval of the members.
The proposed remuneration is well within the limits prescribed in the Companies Act, 2013 and the Schedules and Rules made there under. In the absence, or, inadequacy of the profits in any financial year, the remuneration including the perquisites will be paid in accordance with the applicable provisions of Schedule V of the Act.
Further, Mr. Raman Krishnamoorthy declares himself that he has not suffered any disqualifications under the Provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received a notice from a shareholder, under Section 160 of the Act, proposing the candidature of Mr. Raman Krishnamoorthy as Director. Further, the Company has received consent, declarations and confirmations from him with respect to his proposed appointment. He is not disqualified in terms of Sections 164 and 196 of the Act and has given declarations to that effect and has confirmed that he is not debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or any such authority.
Given the expertise, knowledge and experience of Mr. Raman Krishnamoorthy, the Board of Directors based on the recommendation of the Nomination and Remuneration Committee, propose his appointment as Whole Time Director of the Company and unanimously recommend the Special Resolutions set out in the Notice for approval of the shareholders.
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Brief profile of Mr. Raman Krishnamoorthy and other disclosures as per SS-2 are provided under Annexure to this notice. Board of Directors recommend this resolution for your approval.
Other than Mr. Raman Krishnamoorthy, being appointee, none of the Directors, Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the aforesaid resolutions.
Date : September 13, 2025 Place : Mumbai
By the Order of the Board For Kaycee Industries Limited Sd/Sanjay Prasath Narasimhan Company Secretary & Compliance Officer (Membership No: A71514)
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ANNEXURE TO EXPLANATORY STATEMENT – DETAILS OF DIRECTOR SEEKING APPOINTMENT (PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2)
| Name of the Director | Mr. Raman Krishnamoorthy |
|---|---|
| DIN | 10766058 |
| Category | Whole Time Director |
| Date of Birth | 03/10/1973 |
| Age | 52years |
| Date of Appointment on the Board |
August 02, 2025 |
| Terms and conditions of appointment |
Mr. Raman Krishnamoorthy is proposed to be appointed as a Whole time Director of the Company for a term of 3 consecutive years from August 02, 2025 to August 01, 2028, liable to retire by rotation and on such terms as detailed in the resolution. |
| Details of remuneration last drawn(FY 2024-25) |
Salary, Perquisites and Allowance: 26.18 Lakhs (In capacityas Chief OperatingOfficer cum Manager) |
| Number of meetings of the Board attended duringtheyear |
0 |
| Qualification | B.A., M.Com, PGD in Financial Management, M.B.A (Finance) |
| Brief profile and nature of their expertise in specific functional areas |
Mr. Raman Krishnamoorthy is a seasoned finance and operations professional with over 25 years of rich and diversified experience across banking, healthcare, manufacturing, and industrial sectors. He holds a B.A. in Corporate Secretaryship, a Master of Commerce, a Post Graduate Diploma in Financial Management, and an MBA in Finance. His professional journey includes leadership roles in reputed organizations such as ICICI Bank, IndusInd Bank, Union Bank of California, Vasan Healthcare, and others. His core expertise lies in financial management, operational control, strategic cost management, risk mitigation, internal audit, legal compliance, and due diligence. He has also played a significant role in driving process improvements, enhancing stakeholder relationships, and managing audit functions in dynamic regulatory environments. As Chief Operating Officer and Manager of the Company since May 2021, he has been instrumental in aligning operational excellence with strategic |
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| objectives contributing to the Companies growth. Pursuant to his appointment as Whole Time Director, his role as Chief Operating Officer and Manager ceases to exist. |
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| Directorships held in other companies. |
1. Ultrafast Chargers Private Limited |
| Memberships / Chairmanships of committees across all companies (includes only Audit and Stakeholder Relationship committee) |
Nil |
| Shareholding in the Company including shareholding as a beneficial owner |
Nil |
| Relationship with other Directors /KeyManagerial Personnel |
Nil |
| Listed companies from which he has resigned in the past three years |
Nil |
| +++++++++++++++ |
~~13~~