Kaycee Industries Ltd. — Proxy Solicitation & Information Statement 2025

Mar 26, 2025

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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: cs@kayceeindustries.com / Web: www.kayceeindustries.com CIN: L70102MH1942PLC006482

March 26, 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 March 13, 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 Friday, March 21, 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, 29th March 2025 and ends on 5:00 PM (IST) on Sunday, 27th April 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: cs@kayceeindustries.com / Web: www.kayceeindustries.com CIN: L70102MH1942PLC006482

You are requested to kindly take the same on your record.

For Kaycee Industries Limited

SANJAYPRASAT Digitally signed by SANJAYPRASATH NARASIMHAN Date: 2025.03.26 09:53:10 +05'30' H NARASIMHAN

________

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: cs@kayceeindustries.com / 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
Re-appointment of Mrs. Priya Bhansali (DIN: 00195848) as an Independent Director on the Board of Kaycee Industries Limited (the “Company”) for the second consecutive term of five years effective May12,2025	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,29th March 2025
Conclusion of remote e-voting period	5.00p.m. IST on Sunday,27th April 2025
Cut-off date for eligibility	21stMarch 2025(Friday)

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, 27th April 2025. The remote e-voting facility will be disabled by NSDL immediately after 5.00 P.M, Sunday, 27th April 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, 29[th] April 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, 27th April 2025.

The resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot.

SPECIAL BUSINESS

Re-appointment of Mrs. Priya Bhansali (DIN: 00195848) as an Independent 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 pursuant to the provisions of Sections 149, 150, 152, Schedule IV and any other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the Rules made thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ SEBI Listing Regulations ”) (including any statutory modification(s) or re-enactment thereof for the time being in force), the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors for re-appointment, Mrs. Priya Bhansali (DIN: 00195848) , Independent Director of the Company, whose present first term of office is set to on expire on May 11, 2025, and who, being eligible for re-appointment, has submitted her consent along with the requisite declaration to the effect that she meets the criteria of independence under Section 149(6) of the Act, and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director pursuant to Section 160 of the Act, be and is hereby reappointed as an Independent Director of the Company for a term of 5 years with effect from May 12, 2025 to May 11, 2030, not subjected to retirement by rotation.”

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Date : 13.03.2025 Place : Mumbai

By the Order of the Board For Kaycee Industries Limited Sd/Sanjay Prasath Narasimhan Company Secretary & Compliance Officer (Membership No: A71514)

NOTES:

1. 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.

2. 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 21[st] March 2025 (Friday).

3. 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.

4. 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. Members are requested to write to the Company at cs@kayceeindustries.com for inspection of the said documents.

5. Any query/grievance may please be addressed to Mr. Sanjay Prasath Narasimhan, Company Secretary with respect to this Postal Ballot at Email id: cs@kayceeindustries.com or may contact +91-422-4233696, National Securities Depository Limited at the email id at evoting@nsdl.com or call NSDL on 022 - 4886 7000.

6. Process and manner for voting through remote e-voting:

• 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.

• ii. Voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members on Friday, 21[st] March 2025 (‘cut-off date’). Only those Members whose names are recorded in the Register of Members of the Company or in the Register

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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.

• iii. Voting rights through e-voting cannot be exercised by a proxy.

• iv. The remote e-voting period commences at 9.00 a.m. IST on Saturday, 29th March 2025 and ends at 5.00 p.m. IST on Sunday, 27th April 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).

• v. The Scrutinizer will submit his report after completion of scrutiny, on or before Tuesday, 29th April 2025. The Chairman or any other person duly authorized by him, will announce the results of the voting by Postal Ballot on or before Tuesday, 29th April 2025 at the Registered Office of the Company. 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.

• 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, 27th April 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

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 andyou will be able to see e-Voting page.

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Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectRe g.jsp

2. 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 or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

3. 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 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

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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.

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.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

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

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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.

1. 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**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. 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.

3. c) How to retrieve your ‘initial password’?

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  - (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**

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

2. 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.

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

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

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

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. 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.

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

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

4. 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.

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

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

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

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to aashit.doshi@gmail.com 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.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Ms. Rimpa Bag at evoting@nsdl.com.

4. 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 :

5. 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 cs@kayceeindustries.com.

6. 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 cs@kayceeindustries.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login -

7. method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

8. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

9. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 1- Re-appointment of Mrs. Priya Bhansali (DIN:00195848) as an Independent Director of the Company.

Considering the present three- year term of office of Mrs. Priya Bhasali as an Independent Director, which expires on May 11, 2025, and pursuant to the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors of the Company at its meeting held on Wednesday, February 5, 2025, approved the re-appointment of Mrs. Priya Bhansali, as an Independent Director of the Company, for a second term of 5 years with effect from May 12, 2025 to May 11, 2030, subject to approval of Members of the Company and shall not be liable to retire by rotation.

Mrs. Priya Bhansali is a graduate in Bachelor of Commerce from Madras University and a Chartered Accountant. Presently she is the Managing Partner in Kumbhat & Co., Chartered Accountants and she has expertise in Direct Taxes, Management Assurance Audit, Joint Ventures and FDI, International Taxation and 35 years of experience as a Chartered accountant.

The Board was satisfied that her re-appointment is justified and in the best interest of the Company considering her valuable contribution to the Company made during her first term as Independent Director, and her expertise as mentioned above.

The Company has received a declaration from Mrs. Priya Bhansali confirming that she meets the criteria of independence under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has also received consent from Mrs. Priya Bhansali to act as a Director in terms of Section 152 of the Companies Act, 2013 and a declaration that she is not disqualified from being re- appointed as a Director in terms of Section 164 of the Companies Act, 2013. In terms of Section 160 of the Companies Act, 2013, the Company has received a notice in writing from a Member proposing the candidature of Mrs. Priya Bhansali to be re-appointed as an Independent Director.

Mrs. Priya Bhansali has also confirmed that she is not debarred from holding the office of a Director by virtue of order passed by SEBI or any other such authority.

The NRC and the Board has assessed the veracity of the declarations and other documents furnished by Mrs. Priya Bhansali and based on the same, has opined that they duly fulfil the conditions / criteria specified in the Act, the Rules and the Listing Regulations and determined that she is independent of the Management.

The terms and conditions for appointment of Mrs. Priya Bhansali as the Independent Directors would be made available for inspection to the Members on sending a request along with their DP/Client ID or Folio No. from their registered email address to the Company at cs@kayceeindustries.com.

Profile of Mrs. Priya Bhansali are provided in the “Annexure” to the Notice.

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Except Mrs. Priya Bhansali being the appointee, none of the Directors of the Company are interested in this resolution and the Board unanimously recommends her re-appointment for your consideration and approval.

Date : 13.03.2025 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 ITEM NO.1 OF EXPLANATORY STATEMENT – DETAILS OF DIRECTORS 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	Mrs. Priya Bhansali
DIN	00195848
Category	Non Executive and Independent Director
Date of Birth	25/03/1966
Age	58years
Date of Appointment on the Board	12/05/2022
Terms and conditions of appointment	Independent Director, not liable to retire by rotation, to hold office for a period of five consecutive years, with effect from May 12, 2025 to May11,2030
Details of remuneration last drawn	No remuneration other than Sitting Fee
Number of meetings of the Board attended during the FY 2024-25 (until the date of this Postal ballot notice)	5
Qualification	B.Com; Chartered Accountant; Information Systems Auditor, ICAI and GST Certification Course byICAI
Brief profile and nature of their expertise in specific functional areas	She is the Managing Partner in Kumbhat & Co., Chartered Accountants Firm, Coimbatore. She is a Practising Chartered Accountant for about 30 years. Expertise in Direct Taxes, Management Assurance Audit, Joint Ventures and FDI, International Taxation with 35 years of experience as an Chartered accountant.
Directorships held in other companies.	1. BANNARI AMMAN SPINNING MILLS LIMITED 2. SALZER ELECTRONICS LIMITED 3. SAKTHI FINANCE LIMITED 4. SAKTHI SUGARS LIMITED 5. ISHITA ADVISORY SERVICES PRIVATE LIMITED 6. KAYCEE INDUSTRIES LIMITED
Memberships / Chairmanships of committees across all companies (includes only Audit and Stakeholder Relationship committee)	Audit Committee: 1. Salzer Electronics Limited (Chairperson) 2. Kaycee Electronics Limited (Member) 3. Sakthi Sugars Limited (Member) 4. Sakthi Finance Limited (Member) 5. Bannari Amman Spinning Mills Limited (Member) Stakeholder Relationship Committee: 1.Salzer Electronics Limited(Member)

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Shareholding in the Company as Nil on the date of Postal Ballot Notice Relationship with other Directors Nil / Key Managerial Personnel Listed companies from which she Nil has resigned in the past three years

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