KEI Industries Ltd. — Proxy Solicitation & Information Statement 2023

Feb 13, 2023

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KEI Industries Limited

Registered and Corporate Office: D-90, Okhla Industrial Area, Phase-1, New Delhi- 110020 CIN: L74899DL1992PLC051527 Tel.: +91-11-26818840/8642/0242, Email: info@kei-ind.com Website: www.kei-ind.com

KEI/BSE/2022-23 The Manager, BSE Limited Listing Division, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001.

Date: 13.02.2023

Sub: Notice of Postal Ballot: Disclosure pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith Notice of Postal Ballot dated 23[rd] January 2023 seeking ‐ shareholder’s approval for Re appointment of Mr. Sadhu Ram Bansal (DIN: 06471984) as an Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. 24[th] January, 2023 to 23[rd] January, 2028.

In compliance with the circulars of the Ministry of Corporate Affairs, the said Postal Ballot Notice is being sent electronically only to those Members, whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited (‘NSDL’)/ Central Depository Services (India) Limited (‘CDSL’) and who have registered their e- mail addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent as on Friday, February 10, 2023 (cut-off date).

In accordance with the MCA Circulars, Members can vote only through remote e-voting and the requirement of sending physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes has been dispensed with.

Further, please find below the schedule of events for postal ballot:

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Sr. Particulars Schedule Date
No.
1 Benpose Date for Sending Notice February 10, 2023 (Friday)
2 Cut Off Date February 10, 2023 (Friday)
3 Date of Completion of Dispatch February 15, 2023 (Wednesday)
4 Remote e-Voting Start Date February 16, 2023 (Thursday)
5 Remote e-Voting Start Time 09:00 A.M.
6 Remote e-Voting End Date March 17, 2023 (Friday)
7 Remote e-Voting End Time 05:00 P.M.
8 Date of declaration of Postal Ballot Process Result March 21, 2023 (Tuesday)
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KISHORE Digitally signed by KISHORE KUNAL KUNAL Date: 2023.02.13 17:18:20 +05'30'

Works-I : Bhiwadi : SP-919/920/922, RIICO Industrial Area, Phase-III, Bhiwadi, Dist. Alwar-301019 (Rajasthan); Tel : 01493-220106/221731, Fax: 01493-221780; E-mail: bhiwadi@kei-ind.com Works-II : Silvassa : 99/2/7, Madhuban Industrial Estate, Rakholi, Silvassa UT of Dadra & Nagar Haveli and Daman & Diu-396230; Tel: +91-7359344404/7359244404; E-mail: silvassa@kei-ind.com Works-III : Chopanki: A-280-284 RIICO Industrial Area (Chopanki) Dist. Alwar-301019 (Rajasthan); E-mail : chopanki@kei-ind.com Branch : Mumbai: Nirvan Corporate, 7[th] Floor, Opposite Aghadi Nagar, Pump House, Jijamata Road, Andheri East, Mumbai-400093; Tel : 91-22-28239673/28375642; E-mail: mumbai@kei-ind.com Offices : Kolkata: Arihanth Benchmark, 4[th] Floor, 113-F, Matheshwartola Road , Kolkata-7000466; Tele: 033-40620820/40620821; E-mail: kolkata@kei-ind.com : Chennai: No.04, (Old No.23) SIR C P Ramasamy Road, 2[nd] Floor, Near Apollo Spectra Hospital, Alwarpet, Chennai-600018; Tel : 044-42009120

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KEI Industries Limited

Registered and Corporate Office: D-90, Okhla Industrial Area, Phase-1, New Delhi- 110020 CIN: L74899DL1992PLC051527 Tel.: +91-11-26818840/8642/0242, Email: info@kei-ind.com Website: www.kei-ind.com

We are enclosing a copy of Postal Ballot Notice which is also available on the website of the Company at www.kei-ind.com.

You are requested to kindly take note of the same.

Yours faithfully, For KEI INDUSTRIES LIMITED

KISHOR Digitally signed by KISHORE E KUNAL Date: 2023.02.13 KUNAL 17:18:47 +05'30'

(KISHORE KUNAL) AVP (Corporate Finance) & Company Secretary

Encl: Notice of Postal Ballot

CC:

The National Stock Exchange of India Ltd. The Calcutta Stock Exchange Ltd. Listing Division, The Senior Manager, Listing Division, Exchange Plaza, Plot No. C/1, G Block, 7, Lyons Range, Kolkata-700001 Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Works-I : Bhiwadi : SP-919/920/922, RIICO Industrial Area, Phase-III, Bhiwadi, Dist. Alwar-301019 (Rajasthan); Tel : 01493-220106/221731, Fax: 01493-221780; E-mail: bhiwadi@kei-ind.com Works-II : Silvassa : 99/2/7, Madhuban Industrial Estate, Rakholi, Silvassa UT of Dadra & Nagar Haveli and Daman & Diu-396230; Tel: +91-7359344404/7359244404; E-mail: silvassa@kei-ind.com

Works-III : Chopanki: A-280-284 RIICO Industrial Area (Chopanki) Dist. Alwar-301019 (Rajasthan); E-mail : chopanki@kei-ind.com

Branch : Mumbai: Nirvan Corporate, 7[th] Floor, Opposite Aghadi Nagar, Pump House, Jijamata Road, Andheri East, Mumbai-400093; Tel : 91-22-28239673/28375642; E-mail: mumbai@kei-ind.com Offices : Kolkata: Arihanth Benchmark, 4[th] Floor, 113-F, Matheshwartola Road , Kolkata-7000466; Tele: 033-40620820/40620821; E-mail: kolkata@kei-ind.com : Chennai: No.04, (Old No.23) SIR C P Ramasamy Road, 2[nd] Floor, Near Apollo Spectra Hospital, Alwarpet, Chennai-600018; Tel : 044-42009120

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KEI INDUSTRIES LIMITED

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KEI INDUSTRIES LIMITED

(CIN: L74899DL1992PLC051527) Registered Office: D-90, Okhla Industrial Area, Phase-I, New Delhi-110020 E-mail id: cs@kei-ind.com ; Website : www.kei-ind.com Tel.: +91-11-26818840, 26818642, Fax: +91-11-26811959, 26817225

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act 2013, read with Rule 20 and Rule 22 of 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].

2015].
Voting starts on	Voting ends on
Thursday, February 16, 2023 (9:00 am onwards)	Friday, March 17, 2023 (upto 5:00pm)

Dear Member(s),

Notice is hereby given pursuant to Section 110 of the Companies Act, 2013, (the Act), read together with the Companies (Management and Administration) Rules, 2014, General Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 02/2021 dated January 13, 2021, No. 10/2021 dated June 23, 2021, General Circular No.20/2021 dated December 8, 2021, General Circular No.3/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA Circulars”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable provisions, including any statutory modification or re‐enactment thereof for the time being in force, that the Resolution set out below is proposed to be passed by shareholders of the Company through postal ballot through remote e-voting process only. An Explanatory Statement pertaining to the said Resolution setting out the material facts concerning and the reasons thereof is annexed to the Notice for your consideration.

In accordance with Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014 and the aforesaid Circulars, this Notice is being sent by email to the members whose email addresses are available with the depositories for communication purposes or are obtained directly from the members, as per Section 136 of the Companies Act, 2013 and Rule 11 of the Companies (Accounts) Rules, 2014. The same is also available on the Company’s website at www.kei-ind.com, on the website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and on the website of NSDL at www.evoting.nsdl.com.

Members who have not registered their email addresses so far are requested to get their email addresses registered. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participants. Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, MAS Services Limited by providing ISR1 (which can be download from www.masserv.com under download tab).

The Board of Directors has appointed Mr. Sumit Kumar, Practicing Company Secretary (Membership No FCS-, 7714 & CP No.8072) proprietor of M/s S.K. Batra & Associates, Company Secretaries,

3393, 03[rd] Floor, South Patel Nagar, Opposite Jaypee Siddharth Hotel, New Delhi-110008, as the Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner. National Securities Depository Limited (NSDL) will be facilitating e-voting to enable the Shareholders to cast their votes electronically. Members are requested to read the notes to the Notice and instructions for e-voting.

Upon completion of e‐voting, the Scrutiniser will submit his report to the Chairman-cum-Managing Director of the Company. The result of the Postal Ballot will be announced by the Chairmancum-Managing Director or any person authorized by the Chairmancum-Managing Director in writing, on Tuesday March 21, 2023 at 05.00 p.m. The result would be intimated to the Stock Exchanges where the Company’s shares are listed and displayed along with the Scrutiniser’s report on the Company’s website viz. www.kei-ind.com.

SPECIAL BUSINESS

1. Re-appointment of Mr. Sadhu Ram Bansal (DIN: 06471984) as an Independent Director of the Company.

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

• “ RESOLVED THAT pursuant to the recommendation of Nomination and Remuneration Committee of the Board and Board of Directors and provisions of Sections 149, 150 and 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, and the rules made thereunder (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force) and any other applicable law(s), regulation(s) and guideline(s), Mr. Sadhu Ram Bansal (DIN: 06471984), who was appointed as an Independent Director of the Company by the members for a term of 5 (five) consecutive years commencing from January 24, 2018 to January 23, 2023, has submitted a declaration that he meets the criteria for independence as provided in Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, being eligible for appointment, be and is hereby re-appointed as an Independent Director (Category: NonExecutive) of the Company not liable to retire by rotation, to

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KEI INDUSTRIES LIMITED

hold office for the second term of 5 (five) consecutive years with effect from January 24, 2023 to January 23, 2028, on the Board of Directors of the Company.

RESOLVED FURTHER THAT the Board / Committee of Directors of the Company or such Officer(s) / Authorized Representative(s) as may be authorized by the Board be and are hereby authorized to file the necessary applications, e-forms, documents with concerned statutory authorities/agencies such as the Registrar of Companies, Stock Exchanges, NSDL, CDSL, RTA, etc. in relation thereto, send intimation(s) to Stock Exchange(s) as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient for the purpose of giving effect to the above resolution and for matters connected herewith or incidental hereto.”

By Order of the Board of Directors For KEI INDUSTRIES LIMITED

Sd/(Kishore Kunal) Place: New Delhi AVP (Corporate Finance) Date: 23.01.2023 & Company Secretary M. No.: FCS-9429

CIN: L74899DL1992PLC051527 Regd. Office: D-90, Okhla Industrial Area, Phase-I, New Delhi-110020

NOTES:

• 1) The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 stating all material facts and the reasons in respect of the proposed Resolution are annexed hereto. Notice of Postal Ballot shall also be available on the website of the Company at www.kei-ind.com under Investor Relation section.

• 2) The details of the Director seeking re-appointment, in terms of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’) and the Act (including Secretarial Standard-2), are appended hereto and form part of this Notice;

• 3) In compliance with the MCA Circulars, the Notice is being sent electronically only to those Members, whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited (‘NSDL’)/ Central Depository Services (India) Limited (‘CDSL’) and who have registered their e-mail addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent (RTA) as on Friday, February 10, 2023 (cut-off date). Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall be eligible for casting their votes through remote e-voting.

It is however, clarified that all Members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their e-mail IDs with the Company’s (RTA/ Depositories) shall be entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified hereinafter in this Notice given under Note No. 15.

• 4) Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.kei-ind.com and NSDL’s website at www.evoting.nsdl. com. A Copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com.

• 5) The Board of Directors on January 23, 2023, has appointed Mr. Sumit Kumar, Practicing Company Secretary (Membership No FCS 7714 & CP No.8072) proprietor of M/s S.K. Batra & Associates, Company Secretaries, 3393, 03[rd] Floor, South Patel Nagar, Opposite Jaypee Siddharth Hotel, New Delhi-110008, as Scrutinizer to scrutinize the Postal Ballot process in accordance with law and in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

• 6) Pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its member’s facility to exercise their rights to vote on resolutions proposed to be passed by means of electronic means (“e-voting”). The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide e-voting facilities and for security and enabling the members to cast their vote in a secure manner. The procedure and instructions for the shareholders for e-voting forms part of this Notice given under Note No. 15.

Members may contact Mr. Kishore Kunal, Company Secretary and Compliance Officer for any grievances connected with electronic means / e-voting at the Registered Office of the Company at D-90, Okhla Industrial Area, Phase-I, New Delhi-110 020.

• 7) Members can cast their vote online from Thursday, February 16, 2023 (9:00 am onwards) till Friday, March 17, 2023 (upto 5:00 pm) as the e-voting module shall be disabled for voting by National Securities Depository Limited ( NSDL ) thereafter. No voting shall be allowed beyond 5:00 pm of Friday, March 17, 2023. During this period, Members of the Company holding shares in physical or dematerialized form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once a vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.

• 8) The voting rights of Shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date; Friday, February 10, 2023.

• Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses and Mobile No. by submitting form ISR-1 with MAS Services Limited at their Registered Address, T-34, 2nd Floor,Okhla Industrial Area, Phase-II, New Delhi - 110020.

• 9) The Scrutinizer’s decision on validity of the Postal ballot shall be final.

• 10) The vote in this Postal Ballot cannot be exercised through proxy.

• 11) Resolutions passed by the members through postal ballot are deemed to have been passed as if they have been passed at a general meeting of the members.

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KEI INDUSTRIES LIMITED

• 12) The Scrutinizer, after completion of scrutiny, will submit his report to the Chairman-cum-Managing Director or any Director of the Company, as may be authorized by the Board in this regard on Tuesday, March 21, 2023. The result of the Postal Ballot will be announced by the Chairman-cum-Managing Director or any person authorized by the Chairman-cumManaging Director in writing, on or before Tuesday, March 21, 2023, by or before 5:00 pm at the Company’s registered office at D-90, Okhla Industrial Area, Phase-I, New Delhi-110020. In addition to the results being communicated to Stock Exchanges ( www.bseindia.com and www.nseindia.com ), the results along with Scrutinizer’s report will also be placed on Company’s website i.e. www.kei-ind.com under Investor Relation section and on the website of National Securities Depository Limited i.e. www.evoting.nsdl.com . If the proposed resolution is assented by requisite majority, it shall be deemed to have been duly passed on Friday, March 17, 2023 i.e. being the last date of e-voting.

• 13) All relevant documents are available for inspection of the shareholders via electronic mode from the date of circulation of this Notice upto the date of declaration of Postal Ballot results. Members can inspect the same by writing an e-mail to the Company at cs@kei-ind.com.

• 14) In case of any queries, you may contact Mr. Kishore Kunal, Company Secretary and Compliance Officer at cs@kei-ind.com and the Registrar and Share Transfer Agent M/s. MAS SERVICES LTD., T-34, 2[nd] Floor, Okhla Industrial Area, Phase - II, New Delhi -110020, Ph:-+91-11-26387281/82/83, Fax:-+9111-26387384, e-mail:- investor@masserv.com , website: www.masserv.com.

• 15) For e-voting, please read carefully the “Procedure/instructions for e-voting” enumerated herein:

PROCEDURE/INSTRUCTIONS FOR E-VOTING:

The instruction for the shareholders for e-voting are as under:

- 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	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	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 “Benefcial 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. 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 athttps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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KEI INDUSTRIES LIMITED

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia. com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link inwww.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 provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

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.

i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members request at	facing any technical issue in login can contact NSDL helpdesk by sending a evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022- 23058542-43

• 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.

4. Your User ID details are given below :

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 Benefciary ID For example if your Benefciary 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 123285 then user ID is 123285001

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KEI INDUSTRIES LIMITED

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

4. 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

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

6. 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 .

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

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

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

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

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

12. 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.

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.

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 skbatrapcs@gmail.com or cs@kei-ind.com with a copy marked to evoting@nsdl.co.in.

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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

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 :

1. In case shares are held in physical mode please send Form ISR1, SH13 and ISR2 (if signature not matched with RTA record) to MAS Services Limited T-34, 2[nd] floor, Okhla Industrial Area, Phase-II, New Delhi 110020.

2. In case shares are held in demat mode, please update your email id and mobile number with your DP and generate password as explain above in instruction.

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

4. 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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KEI INDUSTRIES LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

As required by Section 102 of the Companies Act, 2013, the following explanatory statement sets out all the material facts relating to above mentioned resolution.

Item No. 1

Mr. Sadhu Ram Bansal is an Independent Director on the Board of KEI Industries Limited. He joined the Board of Directors (the “Board”) of the Company on January 24, 2018. On September 19, 2018, the members of the Company, through a resolution passed at the 26[th] Annual General Meeting of the Company, approved the appointment of Mr. Sadhu Ram Bansal as an Independent Director under the Companies 2013 (“the Act”) for a term of 5 (five) consecutive years from January 24, 2018 to January 23, 2023. Mr. Sadhu Ram Bansal is due for retirement from his term as an Independent Director on January 23, 2023.

In accordance with Section 149 (10) and (11) of the Act, an Independent Director can hold office for two consecutive terms of up to five years each on the Board of a Company, subject to shareholders approving the second term by passing a special resolution.

Mr. Sadhu Ram Bansal has rich and varied exposure of more than 37 years in finance, banking and administrative functional capacities. He had served as former Chairman cum Managing Director of Corporation Bank (Public Sector Bank) from October 2013 to January 2016, Executive Director in Punjab National Bank (PNB) from June 2012 to October 2013. He also served as Director of PNB Gilts Limited; In past he was an honorary secretary and member of Managing Committee of Indian Banks Association (IBA). He was also a Chairman of IBA Standing Committee on agriculture and allied activities. Further he served as member of Governing Council (Director) and an Honorary Fellow Member of Indian Institute of Banking & Finance (IIBF). He was member of Governing Council of Institute of Banking Personnel Selection (IBPS) and was member of CII’s National Committee on Banking in the year 2015-16. He was also the member of Indian Banks Association Committee for evolving a framework for monitoring of infrastructure projects. He also served as Former Chairman in CorpBank Securities Limited.

Mr. Sadhu Ram Bansal is the member of Audit Committee and Risk Management Committee in KEI Industries Limited.

Brief details of Mr. Sadhu Ram Bansal, the nature of his expertise and experience, with other details relating to his directorship, are annexed to this Notice. The Company has received notice in writing under the provisions of Section 160 of the Act, from a member proposing candidature of Mr. Sadhu Ram Bansal for the office of

Independent Director for a second term. The Company has received from Mr. Sadhu Ram Bansal his consent to act as Director of the Company along with a declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and an intimation to the effect that he is not disqualified from being appointed as a Director in terms of Section 164(2) of the Act.

The Nomination and Remuneration Committee (NRC) of the Board of Directors, on the basis of the report of performance evaluation and skills, vast experience and expertise possessed by Mr. Sadhu Ram Bansal, has recommended re‐appointment of Mr. Sadhu Ram Bansal, as Independent Director for a second term.

The Board at its meeting held on January 23, 2023, based on the recommendation of the NRC, and considering the skills, vast experience and expertise possessed by Mr. Sadhu Ram Bansal, particularly, his knowledge of banking and financial services industry, approved the re‐appointment subject to approval of shareholders. In the opinion of the Board, Mr. Sadhu Ram Bansal fulfils the conditions for re‐appointment as an Independent Director of the Company as specified in the Act and Rules thereunder, he is not debarred from holding the office of director by virtue of any SEBI order and he is independent of the management. The Board recommends the re‐ appointment of Mr. Sadhu Ram Bansal as an Independent Director for the second term from January 24, 2023 upto January 23, 2028 subject to approval of shareholders. Your Directors recommend the resolution set forth in Item no. 1 for the approval of the Members.

In accordance with the provisions of Section 149 read with Schedule IV to the Act and SEBI Listing Regulations, re-appointment of Independent Directors for their second term requires approval of Members by way of a Special Resolution. Accordingly, the approval of the Members of the Company is being sought by way of a Special Resolution.

None of the other Directors, Promoters and Key Managerial Personnel of the Company and their relatives, except for Mr. Sadhu Ram Bansal or his relatives, to the extent of their shareholding, if any, in the Company, are in any way concerned or interested, financially or otherwise, in the resolution.

This explanatory statement along with the additional information as per Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings issued by Institute of Company Secretaries of India (ICSI), as annexed herewith may also be regarded as disclosure under the provisions of the Act and SEBI Listing Regulations.

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KEI INDUSTRIES LIMITED

Brief details of Mr. Sadhu Ram Bansal pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 are as follows:

are as follows:
Name of Director	Mr. Sadhu Ram Bansal
Date of Birth	03.01.1956
Nationality	Indian
DIN	06471984
Date of re-appointment	With efect from January 24, 2023 for the period of fve (05) years
Date of First Appointment	24.01.2018
Appointed as	Independent Director
Category	Non-Executive
Qualifcation	M.A English, CAIIB
Brief Profle	Mr. Sadhu Ram Bansal has rich and varied exposure of more than 37 years in fnance, banking and administrative functional capacities. He had served as Chairman cum Managing Director of Corporation Bank (Public Sector Bank) from October 2013 to January 2016. He also acted as Executive Director in Punjab National Bank (PNB) from June 2012 to October 2013. He served as Director of PNB Gilts Limited. He was an honorary secretary and member of Managing Committee of Indian Banks’ Association (IBA). He was also a Chairman of IBA Standing Committee on agriculture and allied activities. Further he served as member of Governing Council (Director) and an Honorary Fellow Member of Indian Institute of Banking & Finance (IIBF). He was member of Governing Council of Institute of Banking Personnel Selection (IBPS) and was member of CII’s National Committee on Banking in the year 2015-16. He was also the member of Indian Banks’ Association Committee for evolving a framework for monitoring of infrastructure projects. He also served as Chairman in CorpBank Securities Limited.
Nature of Expertise in Specifc Functional Areas;	He has a rich experience in the feld of Finance, Banking and Administration.
Skills and Capabilities required for the role and the manner in which Mr. Sadhu Ram Bansal meets such requirements	The NRC considered the performance of Mr. Sadhu Ram Bansal as a Member of the Board/ Committees, also considered his educational background and rich professional experience in the areas of banking and fnancial services industry. Considering the above attributes and his valuable contribution to the Company, Board/Committee deliberations, the NRC is of the view that Mr. Sadhu Ram Bansal fulflls the criteria of skills and capabilities required on the Board and that his continued association would be benefcial to the Company.
Terms and conditions of re- appointment	Mr. Sadhu Ram Bansal will serve for a second term of 5 (Five) consecutive years commencing from January 24, 2023 to January 23, 2028.
Names of Listed Entities in which Mr. Sadhu Ram Bansal also holds the Directorship and the Membership of Committees of the Board	1. Hindusthan Urban Infrastructure Limited Audit Committee-Member Stakeholders Relationship Committee-Chairman Nomination and Remuneration Committee-Member 2. GMR Airports Infrastructure Limited (Earlier GMR Infrastructure Limited) Audit Committee-Member Stakeholders Relationship Committee-Member Corporate Social Responsibility Committee-Member 3. JK Lakshmi Cement Limited Audit Committee- Member
Name of Committee(s) of KEI Industries Limited in which Mr. Sadhu Ram Bansal is Chairman/ Member	Audit Committee-Member Risk Management Committee-Member
Listed Entities from which Mr. Sadhu Ram Bansal has resigned as Director in past three years.	None
Number of Shares held in the Company	Nil

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KEI INDUSTRIES LIMITED

Number of Board Meetings attended during the year (as on the date of this Notice)	During the fnancial year ending March 31, 2023, the Board met four times. Mr. Sadhu Ram Bansal attended all the four Board Meetings.
Remuneration Last Drawn (as on the date of this Notice)	Mr. Sadhu Ram Bansal is paid remuneration by way of sitting fees for attending meetings of the Board and Committees thereof. For Financial Year 2021-22, Mr. Sadhu Ram Bansal was paid total sitting fees of7,50,000/- (for his<br>services as an Independent Director of KEI Industries Limited).<br>For Financial Year 2022-23, as on the date of this Notice, Mr. Sadhu Ram Bansal was paid sitting<br>fee of7,50,000 /- (for his services as an Independent Director of KEI Industries Limited).
Disclosure of Relationships Between Directors Inter-Se;	There is no_inter se_relationship between Mr. Sadhu Ram Bansal, other Members of the Board and Key Managerial Personnel of the Company.

By Order of the Board of Directors For KEI INDUSTRIES LIMITED

Sd/-

Place: New Delhi Date: January 23, 2023

(Kishore Kunal) AVP (Corporate Finance) & Company Secretary M. No.: FCS-9429

CIN: L74899DL1992PLC051527 Regd. Office: D-90, Okhla Industrial Area, Phase-I, New Delhi-110020

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