KSE Ltd. — AGM Information 2025

Aug 29, 2025

29 August 2025

BSE Limited Corporate Relationship Department First Floor, New Trading Ring Rotunda Building P.J. Towers, Dalal Street Mumbai – 400 001.

Dear Sir,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Date of Annual General Meeting

It is hereby informed that the Annual General Meeting of the Company will be held on 20[th] September 2025 at 3.00 p.m. at the registered office of the Company situated at Solvent Road, Irinjalakuda - 680121. The Notice of the Meeting as approved by the Board is attached herewith. It is also informed that the cut-off date for determining eligibility of shareholders for remote e- voting is 13[th] September, 2025.

Kindly make a note of the above and arrange to announce the same to the members.

Thanking You,

Yours faithfully,

For KSE Limited

Digitally signed by SRIVIDYA SRIVIDYA DAMODARAN DAMODARAN Date: 2025.08.29 15:58:20 +05'30'

Srividya Damodaran Company Secretary

Notice Of The 61st Annual General Meeting

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To consider and if deemed fit to pass with or without modification the following resolution as

whose names appear in the Company’s register held in dematerialized form to those beneficial the details furnished by the depositories for this purpose.”

3. Reappointment of Director, retiring by rotation,

“RESOLVED THAT the audited financial statements of the Company for the year ended of directors and the auditors of the Company thereon, as presented to the meeting, be and are hereby received, approved and adopted.”

To consider and if deemed fit to pass with or without modification the following resolution as

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who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a director of the Company.”

Declaration of dividend on equity shares at the

To consider and if deemed fit to pass with or without modification the following resolution as

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be and is hereby declared out of the profits of by the Board of Directors of the Company on

4. liable to retire by rotation, who does not seek re-election

To consider and if deemed fit to pass with or without modification the following resolution as

“RESOLVED THAT in accordance with the applicable provisions of the Companies Act, Director liable to retire by rotation, who does not seek re-election, be not re-appointed as a Director of the Company.”

each as recommended by the Board of Directors

Reappointment of Statutory Auditors

To consider and if deemed fit to pass with or

without modification the following resolution as

“RESOLVED THAT pursuant to the provisions Act’), including any statutory modifications, amendments or re-enactments thereof, read the recommendations of the Audit Committee, M/s. Sridhar & Co., Chartered Accountants, as the Statutory Auditors of the Company for a the conclusion of this Annual General Meeting until the conclusion of the 66th Annual General remuneration and out-of-pocket, travelling and living expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors from time to time.

the Board of

Directors of the Company be and is hereby authorized to take all necessary steps and do all such acts, deeds, matters and things as may resolution, including the power to alter or vary the terms and conditions of the appointment and remuneration of the Auditors, and to file necessary e-forms with the Ministry of Corporate Affairs.”

read with Schedule V to the Companies Act, re-enactment thereof for the time being in force), the consent of the Company be and is hereby accorded to the appointment of Mr. Dony Time Director of the Company for a period of five attending to the day-to-day functioning of the of the Managing Director, and that he be paid the following remuneration by way of salary, period of his appointment, as approved by the Nomination and Remuneration Committee and thereafter by the Board of Directors in their

2. applicable to senior managerial personnel, within the limits specified under Schedule V

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• payable at the rate of half month’s last drawn salary for each completed year of of service.

• provisions.

Approval for appointment of Mr. Dony Whole-Time Director

To consider and if deemed fit to pass with or without modification the following resolution as

Perquisites and Allowances:

• Provision of a car with driver for official use. In case a Company driver is not provided, reimbursement of driver’s salary/expenses as approved by the Board.

“RESOLVED THAT pursuant to the provisions of

• Free use of mobile phone and telephone at residence.

TOGETHER FOR A HEALTHIER TOMORROW

• Medical allowance or reimbursement annum.

to give effect to the above resolution.”

• to one month’s salary per annum.

• Membership fees of up to two clubs fees).

applicable and at cost in the absence of any such Rule.

RESOLVED FURTHER THAT in the event of there financial year, during the currency of tenure of his appointment as the Whole-Time Director, he will be paid above remuneration as minimum thereof or such other limit as may be prescribed by the Government from time to time as minimum remuneration.

RESOLVED FURTHER THAT the Board of which term shall be deemed to include the Nomination and Remuneration Committee of the Board) shall be authorised to revise or vary the remuneration or other terms and conditions of the appointment as it may deem not exceed the limits specified under Schedule

RESOLVED FURTHER THAT Mr. Dony a Director not liable to retire by rotation by virtue of clause 116 of the Articles of Association of the Company, while he continues to hold the post of Whole-Time Director.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts, deeds and things, which may be usual, expedient or proper

To consider and, if thought fit, to pass with or without modification, the following resolution as

“RESOLVED THAT pursuant to the provisions thereof for the time being in force), Mrs. Seena Company has received a notice in writing from candidature of Mrs. Seena Sabu for the office of Director of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

Appointment of Secretarial Auditors:

To consider and, if thought fit, to pass with or without modification, the following resolution as

“RESOLVED THAT pursuant to the provisions Remuneration of Managerial Personnel) Rules, force] M/s.CaesarPintoJohn& Associates LLP and hereby appointed as Secretarial Auditors of the Company for conducting Secretarial Audit and issue the Secretarial Compliance Report remuneration, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.”

Approval for acceptance of Deposits from Public/Members

To consider and, if thought fit, to pass, with or

of the Company, to conduct the audit of the Cost records of the Company for the financial of pocket expenses.

“RESOLVED THAT pursuant to the provisions

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thereof for the time being in force), consent of the Members of the Company be accorded to the Company to invite/accept/renew from time to time unsecured/secured deposits from the public and/or Members of the Company up to the permissible limits as prescribed under the Rules.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board referred to as the “Board” which term shall be deemed to include any Committee thereof) be authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, proper or desirable for such invitation/acceptance/renewal of deposits difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

Approval of remuneration to Cost Auditor

To consider and if deemed fit to pass with or without modification the following resolution as

“RESOLVED THAT pursuant to the provisions of thereof for the time being in force), M/s. BBS &

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.”

Shares

To consider and if deemed fit to pass with or without modification the following resolution as

“RESOLVED THAT pursuant to the provisions of rules made thereunder and in accordance with the Articles of Association of the Company, and the consent of the shareholders be and is hereby accorded for the sub-division of each from the Record Date to be determined by the Board of Directors of the Company.”

upon such value Re. 1/- each shall be issued in lieu of 1 shareholders as on the Record Date, and Memorandum of Association of the Company be and is hereby altered accordingly to reflect

the Board of Directors of the Company be and is hereby

TOGETHER FOR A HEALTHIER TOMORROW

authorized to fix the Record Date for the purpose of determining the eligibility of shareholders entitled to receive the sub-divided all such deeds, matters and things as may be necessary, expedient, and desirable to give effect to this resolution, including obtaining approvals, making filings with the Registrar of Companies, stock exchanges, depositories, and

Alteration of the Capital Clause in the Memorandum of Association

To consider and if deemed fit to pass with or without modification the following resolution as

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the shareholders at the forthcoming Annual General Meeting and pursuant to the provisions for the time being in force), Clause V of the Memorandum of Association of the Company be and is hereby amended to reflect the

Articles of Association of the Company for the time being.”

the Board of Directors of the Company be and is hereby authorised to take all such steps and actions as may be necessary, proper or expedient to give effect to this resolution including filing of necessary forms with the Registrar of Companies and making necessary alterations in the Memorandum of Association of the Company.”

REGISTERED OFFICE

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By Order of the Board For KSE Limited Sd/- Srividya Damodaran th Company Secretary

Clause V

Redeemable Cumulative Preference Shares of

to increase or reduce the capital and to divide the shares in the capital for the time being into several classes and attach thereto respectively rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted

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1. The relative Explanatory Statement pursuant to of the Special Businesses set out above is annexed hereto.

2. AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL HIS/ HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a proxy on behalf of Members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. Members holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other member. If a Proxy is appointed for more than fifty Members, the Proxy shall choose any fifty Members and confirm the same to the Company not later of the meeting. In case, the Proxy fails to do so, only the first fifty proxies received by the Company shall be considered as valid.

Proxies, in order to be effective, should fill in the proxy form duly completed, stamped and signed and must be deposited at the Registered Office the commencement of the meeting. Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies and other bodies shall be supported by an appropriate resolution / letter of authority, as applicable.

• Corporate Members intending to send their authorised representatives to attend the AGM, a certified copy of relevant Board Resolution together with the respective specimen under the said resolution to attend and vote on their behalf at the meeting.

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• Notice of the AGM along with the Annual Report sent only through electronic mode to those Members whose email addresses are registered with the Company / Depository Participant. Members may note that the Notice and Annual the Company’s website www.kselimited.com, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com, and on the website of www.evotingindia.com

• Relevant documents referred to in the accompanying notice and the explanatory for inspection at the registered office of the Company during business hours on all working days up to the date of Annual General Meeting.

• The Register of Members and Share Transfer Books of the Company will remain closed from

• The final dividend, if declared at the Annual General Meeting, would be paid/despatched,

• a. whose names appear as Beneficial Owners Owners to be furnished by National Securities Depository Limited and Central Depository

• Dividend income is taxable in the hands of at source from dividend paid to shareholders at the prescribed rates. For the prescribed

TOGETHER FOR A HEALTHIER TOMORROW

rates applicable to various categories, the Residential Status, Category and PAN with M/s. MUFG Intime India Private Limited, Registrars case of demated shares).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a the benefit of non-deduction of tax at source to note that in case their PAN is not registered, Non-resident shareholders can avail beneficial rates under tax treaty between India and their necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form to avail the tax treaty benefits by sending an kselimited.com.

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• transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. Further, transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. However, it is clarified that, members can continue holding shares in physical form. Transfer of securities in demat form will facilitate convenience and ensure safety of transactions for investors. Members to eliminate all risks associated with physical shares.

• not encashed or claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will be transferred to Investor Education and Protection Fund against the Company in respect of unclaimed dividend amount thus transferred to the said Fund. The members who have not encashed the dividend warrants for the final dividend for Company.

• As per the Investor Education and Protection the details of the Unclaimed Dividends as on Company at www.kselimited.com.

• Pursuant to Rule 6 of the Investor Education and

• not claimed for the last seven years in respect of any shareholder have to be transferred to the IEPF Demat account. Shareholders who have not claimed their dividends during the last seven years can write to our Registrars & Share Transfer Agents M/s. MUFG Intime India Private Limited for further details and for making a valid claim for the unclaimed dividends. Concerned shareholders who wish to claim the shares/ application has to be made to the IEPF Authority

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• correspondences, including dividend matters and change in their addresses, to M/s. MUFG Intime India Private Limited, Registrars and

Avenue, Behind Senthil Nagar, Sowripalayam

• Members holding shares in the electronic mode Depository Participants for effecting change of address and updation of bank account details.

• Members can avail of the facility of nomination in respect of shares held by them in physical avail of this facility may send their nomination to M/s. MUFG Intime India Private Limited, Registrars and Share Transfer Agents of the Company, at the above-mentioned address. Members holding shares in electronic mode may contact their respective Depository Participants for availing this facility.

• shares of the Company with National Securities Depository Ltd. and Central Depository Services dematerialising his holding may do so through any of the Depository Participants.

• to the Registered Office of the Company General Meeting to enable the Company to

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• seeking appointment / re-appointment at the AGM are furnished and forms part of the notice.

• SEBI, vide its master circular no. SEBI/HO/

• any of the KYC details viz., PAN, nomination, contact details, mobile number, bank account details or specimen signature, shall be eligible for payment of dividend in respect of such folios, only through electronic mode dividend payable to members holding shares in physical mode, whose KYC details are not updated shall be withheld by the company. Members are therefore advised to update their KYC details on priority, if not done already.

• i. The Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

• ii. In line with the Ministry of Corporate Affairs uploaded on the website of the Company at www.kselimited.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively. The AGM Notice is also disseminated on the website of CDSL facility) i.e. www.evotingindia.com.

• iii. this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date

TOGETHER FOR A HEALTHIER TOMORROW

IDs and passwords by the shareholders.

cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• iv. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• v. The SEBI Circular No. SEBI/HO/CFD/

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• facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ retail shareholders is at a negligible level.

Currently, there are multiple e-voting e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user

• In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• vi. In terms of SEBI circular no. SEBI/HO/ 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.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding

Type of shareholders	Login Method	Login Method
Individual Shareholders	1. Users who have opted for CDSL Easi / Easiest													facility, can login through their existing
holding securities in	user id and password. Option will be made available																	to reach e-Voting page without
Demat mode with CDSL
Depository
	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 the			e-Voting
	page of the		e-Voting service provider for							casting the 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.
	If the user is not registered for Easi/Easiest, option and then click on registration option.																to register is			available	at CDSL
	Alternatively, the user can directly access e-Voting															page by			providing Demat Account
	Number and PAN No. from a								e-Voting link	available on							www.cdslindia.com home 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-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL Depository

1. If you are already registered for NSDL IDeAS facility, please visit the e-Services eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period.

2. If the user is not registered for IDeAS e-Services, option to register is available

3. Visit the e-Voting website of NSDL. Open web browser by typing the following mobile. Once the home page of e-Voting system is launched, click on the 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

4. Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 name and you will be re-directed to e-Voting service provider virtual meeting & voting during the meeting.

Individual securities in demat mode) login through their Depository

and Forgot Password option available at above-mentioned website.

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

TOGETHER FOR A HEALTHIER TOMORROW

Login type	Helpdesk details	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk by
holding securities in
Demat mode with CDSL
Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk by
holding

• vii. Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form. a. The shareholders should log on to the e-voting website www.evotingindia.com.

in Physical Form should enter Folio Number registered with the Company.

• d. Next enter the Image Verification as displayed and Click on Login.

• b. Click on “Shareholders” module.

• c. Now enter your User ID

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• a. b.

• c. Shareholders holding shares

• e. If you are holding shares in demat form and had logged on to www.evotingindia. com and voted on an earlier e-voting of any company, then your existing password is to be used.

• f.

For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat	For Physical shareholders and other than individual shareholders holding shares in Demat
PAN
	Shareholders							who			have not			updated their			PAN with the Company/
	by Company/RTA or contact Company/RTA.
Dividend
Bank Details OR Date of as recorded in								your demat account or in the company records in order
	to login.
	If both the					details are						not recorded with the depository or company,
	please			enter			the member id/ folio number in the													Dividend Bank details
	field.

• g. After entering these details appropriately, click on “SUBMIT” tab.

• h. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat mandatorily enter their login password in

• the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• i. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• Click on the EVSN for “KSE LIMITED” on which you choose to vote.

• k. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• l. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• m. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• n. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• o. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• p. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

• There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• r. Additional Facility for Non – Individual Shareholders and

• other than Individuals, HUF, NRI to log on to www.evotingindia. com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically and can be delinked in case of any wrong mapping.

• It is mandatory that a scanned copy of the Board Resolution and Power issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non-Individual to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email kselimited.com, if they have voted from individual tab and not uploaded

TOGETHER FOR A HEALTHIER TOMORROW

same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share attested scanned copy of PAN card), Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders - please update your email id and mobile number with your update your email id and mobile number with which is mandatory for remote e-Voting.

attending AGM and/or e-Voting from the CDSL e-Voting System, you can write an

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Futurex, Mafatlal Mill Compounds, N M Joshi

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• a. A Member can opt for only one mode of voting i.e. either through remote e-voting or in physical form at AGM.

• b. this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as onthe cut-off date cast their vote electronically. The e-voting module shall be disabled by CDSL for voting

• c. The instructions for participating in the remote e-voting are provided above.

• d. Members who have cast their vote by remote e-Voting, prior to the AGM, may attend the AGM and participate in the discussions.

• e. The Members who had not cast their vote by remote e-Voting and attending the AGM, shall be entitled to cast their vote by Ballot.

• f. If a Member casts his / her vote by both modes, then voting done through e-voting shall prevail and the vote by ballot shall be treated as invalid.

• g. The Company has made necessary arrangements with Central Depository remote electronic voting in respect of the businesses set out in the notice convening the 61st Annual General Meeting of the Company.

• h. name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

• i. Any member of the Company who has become a member of the Company after the despatch of Notice but before the cut-off date may obtain their User ID and Password for Remote E-voting from the Registrars and Share Transfer Agents of the Company.

• The Board of Directors has appointed CS

shareholders to effortlessly access various and have first-hand experience of the portal.

• gmail.com or failing him, CS Tracy

swayam.in.mpms.mufg.com

• M/s. CaesarPintoJohn& Associates LLP,

  • Complaints through SWAYAM.

• to scrutinize the remote e-Voting process as well as voting by ballot during the AGM in a fair and transparent manner.

• k. The Scrutinizer shall immediately after the conclusion of voting at the AGM, unblock the cast during the AGM and votes cast prior to of conclusion of the AGM, a consolidated Scrutiniser’s Report of the total votes cast in favor or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.

• l. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.kselimited. com and on the website of CDSL www. evotingindia.com immediately after the result is declared. The Company shall simultaneously forward the results to BSE Limited, where the securities of the Company are listed.

• Track Corporate Actions like Dividend/ Interest/Bonus/split.

• access to PAN linked accounts, Company wise holdings and security valuations.

• Amounts.

• Self-service portal – for securities held in demat mode and physical securities, whose folios are KYC compliant.

• status of corporate benefits.

• m. of votes, the Resolutions shall be deemed to be passed on the date of the AGM, that

• n. is a secure, user-friendly web-based application, developed by “MUFG Intime India Pvt Ltd.”, our Registrar and Share Transfer Agents, that empowers

TOGETHER FOR A HEALTHIER TOMORROW

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• results

M/s. Sridhar & Co., Chartered Accountants, for a term of five years from the conclusion of the

M/s. Sridhar & Co. have now completed their first term of five years as per the provisions of their eligibility and willingness to be re-appointed for a second consecutive term of five years, in have also confirmed that their re-appointment will comply with the conditions and eligibility criteria prescribed by the Institute of Chartered

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for a second term of five consecutive years commencing from the conclusion of the 61st AGM until the conclusion of the 66th AGM in the year the forthcoming AGM.

• Certification of the Fixed Deposit Annual

In addition to the professional fee, applicable Goods actual travel and living expenses will be payable to the auditors.

The Board considers the proposed fee to be reasonable and commensurate with the scope of work and responsibilities involved in the statutory audit and related certifications.

None of the Directors, Key Managerial Personnel, or their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding, if any, in the Company.

approve the re-appointment of M/s. Sridhar & Co., Chartered Accountants, as Statutory Auditors of the Company and the proposed remuneration.

Time Director

to fill the casual vacancy caused by the resignation of M/s. S. S. Ayyar & Co., Chartered Accountants.

The Board of Directors recommends the re-appointment of M/s. Sridhar & Co. as the Statutory Auditors for the second term of five years

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The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on Time Director of the Company for a period of five by way of a ordinary resolution.

• Certification work related to and/or forming

Mr. Dony Akkarakaran George has been associated with the Company as a Non-Executive Director

contributions to the strategic deliberations of the Board. In recognition of his extensive industry experience and strong alignment with the Company’s vision, the Board has proposed his induction into an executive role for managing the day-to-day operations of the Company under the guidance and supervision of the Managing Director. Mr. Dony Akkarakaran George is a graduate in Physics and holds a professional degree in Law with a specialization in Labour Law. He began his career on to serve in various leadership roles in reputed and M/s. MARDEC BERHAD, Malaysia, where he handled extensive domestic and international responsibilities in the rubber and edible oil sectors. Presently, he serves as General Manager at M/s. Joseph Rubbers Private Limited, Kerala, and also as a consultant to UNPA Rubbers Private Limited and Beroe Inc., USA, contributing his expertise in market strategy, procurement intelligence, and commercial operations.

Mr. Dony Akkarakaran George, brings with him over three decades of rich experience in marketing, sales, and business development, particularly in commodity-based sectors with global exposure. The Board considers that his association with the Company as Whole-Time Director will be of significant benefit in achieving the Company’s

growth strategies and enhancing its operational efficiency and market presence.

In the opinion of the Board, Mr. Dony Akkarakaran laid down in Schedule V to the Companies Act, for his appointment as Whole-Time Director of Act.

This statement may also be regarded as a disclosure information about Mr. Dony Akkarakaran George

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None of the Directors and Key Managerial Personnel and their relatives of the Company, except Mr. Dony of remuneration payable to him, is concerned or interested, financial or otherwise, in the resolution. The Board of Directors recommends the resolution in relation to the appointment of Mr. Dony Time Director, for the approval of the shareholders of the Company.

provided.

I. General Information

Particulars	Details	Details
Nature of Industry	KSE Limited is engaged in the manufacture of compound cattle feed, the grade, as well as dairyingoperations, includingtheproduction of ice cream.
Date or expected date
of commencement of
commercialproduction
In case of new	Not applicable. The Company is an existing, profit-making entity.
companies, expected
date of commencement
of activities

TOGETHER FOR A HEALTHIER TOMORROW

Financial performance based on given indicators Foreign investments or The Company does not have any foreign collaborations. Foreign investment collaborations, if any is as per permitted FPI/FII routes.

• II. Information about the Appointee

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Particulars Details
Background details Mr. Dony Akkarakaran George holds a B.Sc. in Physics and a Law degree
sales, procurement, and commercial operations across multiple sectors
including rubber, edible oils, and beverages.
Past remuneration
Recognition or awards NA
Job profile and As Whole-Time Director, he will be responsible for overseeing day-to-day
suitability operations, developing market strategy, and supporting the Managing
Director in business development and expansion. His industry expertise
and leadership experience make him highly suitable for the role.
Remuneration
proposed
and allowances as per the resolution.
Comparative The proposed remuneration is commensurate with industry norms and the
remuneration profile profile of the Whole-Time Director in a company of similar size and complexity.
Pecuniary relationship Other than the proposed remuneration, Mr. Dony Akkarakaran George has
no pecuniary relationship with the Company. He is not related to any other
Director or Key Managerial Personnel. He is presently a Non-Executive
or Key Managerial Personnel of the Company. He does not have any
pecuniary relationship, directly or indirectly with the Company, apart from
his remuneration as Whole-Time Director and his rights as a Shareholder.
Further, the details of certain arm’s length transactions with the Company are
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• III. Other Information Disclosures

Particulars	Details	Details	Details
Reasons of loss or	The appointment is being				made as	a matter of due compliance and
	contingency			planning. The Company has generally been profitable but is
Steps taken or	Strategic strengthening of				the management team, expansion into new
proposed to be taken	markets, improvement in operational efficiency, and diversification of product
for improvement	portfolio.

Expected increase With the induction of Mr. Dony Akkarakaran George as Whole-Time Director, in productivity and the Company expects stronger leadership in marketing and commercial profits strategy, which is anticipated to lead to better market positioning and improved profitability over the medium term.

IV. Disclosures

Particulars	Details
Disclosures in	Disclosures regarding the remuneration package, service contract, stock
Board’s Report under	option details, and performance evaluation shall be made in the Board’s
Corporate Governance	Report under the Corporate Governance section, as applicable.

The Board of Directors of the Company had a Non-Executive, Non-Independent Director, made thereunder. The said appointment was made based on the recommendation of the Nomination and Remuneration Committee, as approved by the Board of Directors at their respective meetings held

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obtain the approval of shareholders at the next general meeting or within three months from the date of appointment of a director, whichever is earlier. Accordingly, the approval of shareholders is being sought for the appointment of Mrs. Seena Sabu as Director of the Company, liable to retire by rotation.

University, Kerala). She brings with her a strong academic foundation and broad life experience that contribute to her understanding of economic, social, and cultural aspects relevant to the Company’s business. She hails from a respectable business

as a director as specified in the Companies Act,

This statement may also be regarded as a disclosure

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regard to her appointment. Her relatives may also be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company. None of the other Directors and Key Managerial Personnel and their relatives of the Company are concerned or interested, financial or otherwise, in the resolution.

The Company has received notice under Section signifying their intention to propose the candidature of Mrs. Seena Sabu for the office of Director. Mrs. Seena Sabu is a graduate in Economics from St.

The Board of Directors recommends the proposed resolution for approving the appointment of Seena of Directors of the Company in their meeting held on

TOGETHER FOR A HEALTHIER TOMORROW

the shareholders of the Company to be passed as an Ordinary Resolution.

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Practicing Company Secretary or a firm of Company Secretaries holding a valid Peer Review Certificate. The Secretarial Auditor is to be appointed by the Members, based on the recommendation of the Board of Directors.

M/s. BVR & Associates Company Secretaries LLP Secretarial Auditors of the Company for the Financial not being considered for reappointment.

The Board of Directors, on the recommendation of the Audit Committee, has evaluated and considered several firms based on parameters such as relevant industry experience, peer review status, professional competence, audit approach, independence, and overall credentials. Based on this evaluation, the Board at its meeting held on August M/s. Caesar Pinto John & Associates LLP, Practicing Secretarial Auditors of the Company for a term of five consecutive years commencing from the such remuneration as may be mutually agreed between the Board of Directors and the said firm.

The proposed remuneration payable to M/s. Caesar Pinto John & Associates LLP for the financial year reimbursement of out-of-pocket expenses, with by the Board based on the recommendation of the Audit Committee.

M/s. Caesar Pinto John & Associates LLP have consented to their appointment and confirmed

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Accordingly, the Board recommends the resolution of the Members by way of an Ordinary Resolution.

Public/Members

The Company is accepting Fixed Deposits from public and members complying with the conditions Act, only an eligible company is allowed to accept deposits from persons other than its Members. An eligible company has been defined in the Rules to mean a public company as referred to in subsection than one hundred crore rupees or a turnover of not less than five hundred crore rupees and which has obtained the consent of the company in general meeting by means of a special resolution and also filed the said resolution with the Registrar of Companies before making any invitation to the public for acceptance of deposits. Where the deposits accepted are within the limits specified the Company may accept deposits by means of an ordinary resolution, as provided in the Rules.

The Rules provide that the invitation for deposits is valid only up to six months from the closure of the financial year in which the invitation was made or up to the date of Annual General Meeting, whichever is earlier. Afterwards, for all renewals and further acceptance of deposits, fresh invitation with consent of the Company in general meeting is necessary as mentioned above.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution, as set out at Item Board of Directors of the Company to accept/renew

deposits up to the permissible limits laid down in the Rules.

None of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in except to the extent to any deposits that they may have placed with the Company and interest payable thereon under its present Fixed Deposit Scheme.

The Board recommend the Ordinary Resolution as the Members.

The Board has approved the appointment of M/s. as the Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending plus GST and out-of-pocket expenses.

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to the Cost Auditor has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary ratification of the remuneration payable to the Cost

None of the directors and key managerial personnel of the Company and their relatives are, in any way, concerned or interested in this resolution, financially or otherwise. Your directors recommend the resolution for adoption.

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shares has appreciated significantly, reflecting the Company’s growth and investor confidence. While

this is a positive indicator of performance, a higher market price can also act as a barrier to entry for the shares in the secondary market.

market, encouraging wider participation of retail investors, and broadening the shareholder base, the Board of Directors of the Company, at its meeting held on , approved the sub-division of to approval of shareholders.

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• The proportion of the paid-up share capital held by each shareholder, however, will remain unchanged.

The sub-division will not in any manner affect the rights and obligations of the shareholders. It is a purely arithmetic exercise to improve market accessibility of the shares and does not result in any dilution of shareholding.

The record date for the sub-division of shares will be determined and notified by the Board of Directors in due course, following approval of the shareholders This resolution is proposed as an Ordinary Resolution under the applicable provisions of the

None of the Directors, Key Managerial Personnel, or their relatives are, in any way, financially or otherwise concerned or interested in this resolution, except to the extent of their shareholding, if any, in the Company.

The Board of Directors recommends this resolution

TOGETHER FOR A HEALTHIER TOMORROW

for the approval of the shareholders as an Ordinary Resolution.

Memorandum of Association

amendment to Clause V of the Memorandum of by way of a Special Resolution.

The Board of Directors of KSE Limited, at its meeting

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shareholders at the Annual General Meeting.

Pursuant to this sub-division, the nominal value of of shares held by each shareholder will increase proportionately. However, the total paid-up share capital of the Company and each shareholder’s proportionate shareholding in the Company will remain unchanged.

In view of this sub-division, it is necessary to amend Clause V of the Memorandum of Association of the Company to reflect the revised face value share capital. The revised Clause V will reflect the

A copy of the existing and proposed Memorandum of Association is available for inspection by the members at the registered office of the Company Saturdays, Sundays and public holidays) up to the date of the Annual General Meeting.

None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, financially or otherwise, concerned or interested in the resolution, except to the extent of their shareholding in the Company.

The Board recommends the resolution for approval of the shareholders as a Special Resolution.

REGISTERED OFFICE

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By Order of the Board For KSE Limited

• Making the shares more affordable and accessible to a broader class of investors,

Sd/- Srividya Damodaran th Company Secretary

• Increasing market participation and potentially improving the market capitalisation of the Company.

There will be no change in the aggregate authorised share capital or the rights of the shareholders. The number of preference shares and their face value will remain unaltered.

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Item 3
Name of Directors
Date of Birth
Date of Appointment
Qualification B.Com., MBA, IAS
Experience
serving as the Chief Secretary of Kerala for nearly two years. Previously he
was Additional Chief Secretary, Labour & Skills, Excise and Water Resources
Departments, Government of Kerala. Prior to that he was the Principal
Secretary of the Public Works Department. He has administrative, managerial,
and diplomatic experience in various posts at State, National and International
levels. He was the Managing Director of large enterprises, such as the Civil
Supplies Corporation, Construction Corporation, Rubber Mark and Kochi
Metro. He has also led the Directorate of Industries and the Board of Revenue.
Earlier in his career, he was the Sub-Collector & Sub-Divisional Magistrate of
Thrissur and the Collector & District Magistrate of Pathanamthitta district.
Directorships held in other Manappuram Home Finance Limited
Public Limited companies
Memberships / Nil
Chairmanships of
committees of other Public
Limited companies
Number of shares held
in the Company as on
Relation with directors Not related
Terms and conditions of As provided in the explanatory statement
appointment
Details of remuneration
paid during the year
Details of remuneration Sitting fees as decided by the Board
sought to be paid
Resignation from listed NA
entities in past years
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TOGETHER FOR A HEALTHIER TOMORROW

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Name of Directors
Date of Birth
Date of Appointment
Qualification
Experience He hails from a leading business family, engaged in oil milling, is the
elder son of Mr. A.P. George, Former Managing Director. He was
working as the general manager of M/s. Joseph Rubber Pvt. Limited,
Kothamangalam and for Beroe Inc. USA.
Directorships held in other Nil
Public Limited companies
Memberships / Chairmanships Nil
of committees of other Public
Limited companies
Number of shares held in the
Relation with directors Not related
Terms and conditions of As provided in the explanatory statement
appointment
Details of remuneration paid
during the year
Details of remuneration sought As provided in the explanatory statement
to be paid
Resignation from listed entities NA
in past years
Name of Directors
Date of Birth
Date of Appointment
Qualification
Experience Mrs. Seena Sabu is a graduate in Economics from St. Joseph’s College,
a strong academic foundation and broad life experience that contribute
to her understanding of economic, social, and cultural aspects relevant
to the Company’s business. She hails from a respectable business family
Directorships held in other Nil
Public Limited companies
Memberships / Chairmanships Nil
of committees of other Public
Limited companies
Number of shares held in the
Relation with directors Not related
Terms and conditions of As provided in the explanatory statement
appointment
Details of remuneration paid NA
during the year
Details of remuneration sought Sitting fee as decided by the Board
to be paid
Resignation from listed entities NA
in past years
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TOGETHER FOR A HEALTHIER TOMORROW