kei industries ltd share price Directors report

To The Members

Your Directors have pleasure in presenting their 31^st Annual Report, together with the Audited Annual Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2023.

FINANCIAL SUMMARY / STATE OF THE COMPANYS AFFAIRS

The Companys financial performances for the year ended March 31, 2023 along with previous years figures are summarized below:

(Rs in Million)

Particulars	Consolidated		Standalone
	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from Operations and	69,399.53	57,415.87	69,399.54	57,418.76
Other Income
Profit before Finance Costs,	7,337.93	6,033.41	7,338.33	6,035.79
Depreciation and Amortisation
Expenses and Tax Expenses
Less: Finance Cost	347.07	403.94	347.06	403.93
Less: Depreciation and Amortisation Expenses	570.79	554.54	570.79	554.54
Profit before Exceptional Items and Tax	6,420.07	5,074.93	6,420.48	5,077.32
Profit before Tax	6,420.07	5,075.28	6,420.48	5,077.32
Tax Expenses	1,646.65	1,315.13	1,646.65	1,315.13
Profit for the Year	4,773.42	3,760.15	4,773.83	3,762.19
Other Comprehensive Income for the year, net of tax	(0.60)	7.91	(0.62)	7.91
Total Comprehensive income for the year, net of tax	4,772.82	3,768.06	4,773.21	3,770.10

Note: Previous year figures have been re-grouped / re-arranged wherever necessary.

REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS

During the year, your Company achieved a turnover of Rs 69,123.30 million as against Rs 57,269.91 million in FY 2021-22, showing a strong growth of 20.70%. During the year under review, turnover from Cables & Wires segment stood at Rs 62,539.08 million as compared to Rs 51,231.24 million in FY 2021-22, turnover from Stainless Steel Wire segment was

Rs 2,550.93 million during FY 2022-23 as compared to Rs 2,259.37 million in FY 2021-22 and EPC Projects Segment revenue (excluding Cables) contributed a turnover of Rs 4,033.29 million in FY 2022-23 as compared to Rs 3,779.30 million in FY 2021- 22. During the year under review, Profit Tax stood at Rs 6,420.48 million as compared to nRs 5,077.32 million in the preceding year and Net Profit stood atRs 4,773.83 million as compared to Rs 3,762.19 million in the preceding year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Company has a subsidiary "KEI Cables Australia PTY Ltd" in Australia and an associate company with 49% ownership interest under name of KEI Cables SA (PTY) Ltd with principal place of business in South Africa. During the year, Joint Venture between the Company and Brugg Kabel AG, Switzerland which was formed for the specific purpose of bid and execution of a specific project has been dissolved w.e.f. November 14, 2022. The dissolution will not have any impact on the operations of the Company and is not material to the Company. However, Companys technical collaboration with Brugg Kabel AG, Switzerland for 400kV Extra High Voltage Cable is continuing. Further, pursuant to Section 129(3) of the Companies Act, 2013 a report on the performance and financial position of the Subsidiary, Associate and Joint Venture is disclosed in Form AOC-1 in Annexure-A and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) - 110 – "Consolidated Financial Statements" and Indian Accounting Standard (Ind AS) - 111 – "Financial Reporting of interest in Joint Venture" specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

RESERVES

During the year, the Board of Directors of your Company has decided not to transfer any amount to the reserves and decided to retain all the profits under surplus account.

DIVIDEND & APPROPRIATIONS

The Board of Directors of the Company at their meeting held on January 23, 2023 has declared an interim dividend of Rs 3.00/- (i.e. 150%) per Equity share on the Equity shares of face value of Rs 2/- each for the financial year 2022-23 which has resulted in cash Rs 270.58 million. The Board has not recommended a final dividend of Rs 3.00/- per equity share declared by the Board on January 23, 2023 shall be considered as the final dividend

Thus, the total dividend for the Financial Year 2022-23 remains Rs 3.00/- per equity share of Rs 2/- each.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Dividend Distribution Policy of the Company had been updated by the Board of the Directors of the Company on January 23, 2023. The Dividend Distribution Policy is also available on the website of the Company at www.kei-ind.com under Investor Relations Section.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statements relates and the date of this

Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

RATING BY EXTERNAL RATING AGENCIES (A) BANK FACILITIES RATING BY INDIA RATINGS AND RESEARCH PRIVATE LIMITED:

India Ratings and Research Private Limited has affirmedIND AA/Positive (Pronounced as IND AA Positive) rating to Long Term Bank Facilities vide its letter dated June 08, 2023. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. India Ratings and Research Private Limited has affirmedIND A1+ (Pronounced as IND A One Plus) rating to Short Term Bank Facilities and Commercial Paper vide its letter dated June 08, 2023. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of of financial obligations. Such instruments/facilities dividend and the interim carry lowest credit risk.

(B) BANK FACILITIES RATING BY ICRA LIMITED & fortheFinancialYear2022-23.CARE RATINGS LIMITED:

ICRA Limited & CARE Ratings Limited had assigned [ICRA] AA(Stable) / CARE AA(Stable) rating to Long Term Bank Facilities vide their letter dated August 25, 2022 and August 10, 2022 respectively. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Further, ICRA Limited and CARE

Ratings Limited had re-affirmed [ICRA] A1+ /

CARE A1+ (A one plus) rating to Short-term

Bank Facilities vide their letter dated August 25, 2022 and August 10, 2022 respectively. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk. The

Surveillance/Review of rating for the current year is under process.

(C) FIXED DEPOSIT RATING BY ICRA AND CARE:

ICRA Limited and CARE Ratings Limited had assigned the rating [ICRA] AA (Stable) / CARE

AA (Stable) on the medium-term rating scale to the fixed deposits programme of the Company vide their letter dated August 25, 2022 and August 10, 2022 respectively. The Outlook on the long-term rating is Stable. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The Surveillance/Review of rating for the current year is under process.

GLOBAL CERTIFICATIONS

The Following are the licenses and other certification existing in your organization.

NABL-ISO/IEC 17025: 2017

CE MARKING (EN ISO/IEC 17020)

RDSO (IRS S:63/2014 (REV 4)

• SABS, SANS: 1339:2017

• UL 1072 – Medium Voltage Power Cables

UNPAID / UNCLAIMED DIVIDEND

Un-claimed / Unpaid Dividend for the Financial

Year 2014-15 has been transferred to the Investor Education and Protection Fund established by the Central Government. Further, amount of Unclaimed

/ Un-paid Dividend for the Financial Year 2015-16 is due for deposit to the Investor Education and Protection Fund on 13.10.2023.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, your Company has transferred 2,52,252.40 as unclaimed / unpaid dividend in respect of financial year 2014-15 to the Investor Education and Protection Fund

(IEPF) established by the Central Government, pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted from time to time). Further, the total amount lying in the Unpaid Dividend Account(s) of the Company in respect of the last seven years and when such unpaid Dividend is due for transfer to Investor Education Protection Fund is disclosed in a separate section titled Report on Corporate Governance and has been included in this Annual Report. Further, during the year under review, your

Company has transferred 12,689 Equity shares into the Demat Account of Investor Education and

Protection Fund held with NSDL (DPID/Client ID IN300708/10656671) and CDSL (DPID/Client ID 12047200/13676780) pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016 including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted from time to time) i.e., shares on which dividend has not been claimed for seven consecutive years i.e., from FY 2014-15. Further, the details of shareholders whose dividend and shares are transferred to Investor Education and Protection Fund are updated on the website www.kei-ind.com under Investor Relations Section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) Composition

i) As on date, Company has 10 Directors with an Executive Chairman, of the 10 Directors, 3 are Executive Directors and 7 are Non-Executive Directors (including 6 Independent Directors). The Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

ii) None of the Director on the Board is a director in more than 10 Public Companies or a member of more than 10 Committees or a Chairman of more than 5 Committees across all listed companies in which he/ she is a Director. Necessary disclosures regarding Committee positions in other Public Limited Companies as on March 31, 2023 have been disclosed by all the Directors of the Company. iii) None of the Whole-Time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel. iv) Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

b) Change in Director(s) and Key Managerial Personnel

(i) Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their Meeting held on January 23, 2023 has re-appointed Mr. Sadhu Ram Bansal (Holding DIN: 06471984 as an Independent Director (Category: Non-Executive) of the Company for the second term of 5 (Five) consecutive years w.e.f. January 24, 2023 to January 23, 2028 in accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any. His re-appointment was approved by the shareholders through postal ballot dated March 17, 2023.

(ii) As per Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Rajeev Gupta (Holding DIN: 00128865), Executive Director (Finance) & CFO of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

(iii) Further,basedontherecommendationofthe Nomination and Remuneration Committee and the Board of Directors of the Company at their Meeting held on July 31, 2023 has re-appointed Mr. Anil Gupta (Holding DIN: 00006422) as Chairman-cum-Managing Director of the Company for a further term of 5 (Five) years w.e.f. July 01, 2024 to June 30, 2029 in accordance with the provisions of Sections 196, 197, 198 and 203 of the Companies Act, 2013 read with Schedule V and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any. His re-appointment requires the approval of the shareholders at the ensuing Annual General Meeting. The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders approval are also included in the Notice.

c) Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration for the FY 2022-23 that they continue to meet all the criteria as specified under Section 149(6) & (7) of the Companies Act, 2013 and under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are independent of the management in respect of their position as an "Independent Director" in the Company.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia), of the Companies (Accounts) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company duly met 4 (Four) times during the financial year from April 01,2022 to March 31, 2023 on May 09, 2022, July 26, 2022, October 20, 2022, and January 23, 2023.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 03, 2023 to discuss and review the performance of all other Non-Independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CHANGE IN CAPITAL STRUCTURE

During the year, Share Allotment Committee of the Board of Directors has issued and allotted 87,000 equity shares of face value of 2/- each to eligible employees under KEI Employees Stock Option Scheme 2015. Accordingly, the paid-up share capital of the Company has increased from 9,01,05,438 Equity shares of face value of 2/- each to 9,01,92,438 Equity shares of face value of 2/- each.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, it is imperative that the Board remains continually pro-active and effective. An important way to achieve this objective is through an annual evaluation of the performance of the Board, its Committees and all the individual Directors. The Companies Act, 2013 not only mandates

Board and Directors evaluation, but also requires the evaluation to be formal, regularized and transparent. SEBI has also notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(‘Listing Regulations 2015) on September 02, 2015, whereby it has aligned the present Listing Agreement with the Companies Act, 2013. In accordance with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee at its meeting held on April 25, 2023 and the Board of Directors of the Company at its meeting held on May 02, 2023 undertook an annual evaluation of the performance of the Board, its Committees and all the Individual Directors. Directors were evaluated on aspects such as attendance, contribution at Board/Committee meetings and guidance/support to the management outside Board/Committee meetings.

The Committees of the Board were assessed on of key responsibilities, the degree of fulfillment adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the whole Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board, its Committees and the Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 in respect of Directors Responsibility Statement, the Directors to the best of their knowledge herebystateandconfirmthat:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS

There were no instances of fraud reported by the auditors.

NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director and other matters pursuant to Section 178 of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Specified in PartD of the Schedule II).

The detailed Nomination & Remuneration Policy is annexed as Annexure-B and forms part of this Report and is also available on the website of the Company at www.kei-ind.com under Investor Relations Section.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as on March 31, 2023 is available on the website of the Company at www.kei-ind.com under Investor Relations Section.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has well defined

Risk Management (ERM) framework in place for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The primary objective of ERM function is to implement a framework that augments risk response decisions and reduce surprises. ERM Programme involves risk identification, risk mitigation and risk reporting and disclosure for strategic, operational, financial & reporting risk, compliance related risks and IT-related risk across various levels of the organization.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested by Statutory as well as

Internal Auditors and cover all offices, factories and key businessareas.Significantaudit observations and follow up actions thereon are reported to the Audit Committee. Further, the Risk Management Policy has also been uploaded on the Companys website and is available at www.kei-ind.com under Investor Relations Section.

FIXED DEPOSITS

During the year, no amount has been received by the Company as fixed deposit. As on 2023 outstanding amount is Nil. There are no fixed deposits remaining unpaid or unclaimed as at the end of the year. Further, no amount of principal or interest was outstanding or in default as on March 31, 2023.

LISTING OF SHARES

The shares of the Company are listed at National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Company has paid its up-to-date listing fees to all the stock exchanges.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year, there significantand was no material order passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and future operations of the Company.Enterprise-wide

ADEQUACY OF INTERNAL FINANCIAL CONTROL

In the opinion of the Board, your Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring risk categorization, compliance with corporate policies. The Board has appointed M/s. Jagdish Chand & Co., Chartered

Accountants as Internal Auditors of the Company for the financial year 2023-24 and its audit reports are submitted directly to the Audit Committee of Board which reviews and approves performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year, no application has been made and no proceeding is pending against the company under the Insolvency and Bankruptcy Code, 2016 as at the end of financial year.

IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL INCLUDE THE REASON THEREOF

Not Applicable

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There is no instance of one-time settlement with any bank or financial institutions.

HUMAN RESOURCES

Companys industrial relations continued to be harmonious during the period under review.

POLICY ON MATERIAL SUBSIDIARY

The Company has framed a Policy on Material Subsidiary under Regulations 16(1)(C) of SEBI

(Listing Obligations and Disclosures Requirements)

Regulations, 2015 which is available on the website of the Company at www.kei-ind.com under Investor Relations Section.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (Listing

Obligations and Disclosures Requirements)

Regulations, 2015, the composition of the Audit Committee is as under:

Sl. Name of the No. Director	Category	Profession
1. Mr. Pawan Bholusaria	Independent Director (Chairman)	Chartered Accountant
2. Mr. Kishan Gopal Somani	Independent Director (Member)	Chartered Accountant
3. Mr. Vikram Bhartia	Independent Director (Member)	Business
4. Mr. Sadhu Ram Bansal	Independent Director (Member)	Ex-Banker (Former Chairman & MD of Corporation Bank

Mr. Kishore Kunal, Company Secretary & Compliance

Officer of the Company acts as Secretary to the

Committee.

Further, the Board has not denied any recommendation of Audit Committee during the Financial Year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI

(Listing Obligations and Disclosures Requirements)

Regulations, 2015, the Company has established a Vigil Mechanism/ Whistle Blower Mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and Directors of the Company. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. During the year under review, no personnel has been denied access to the Audit Committee.

Further, the Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at www.kei-ind.com under Investor Relations Section.

SHARES

a. BUY BACK OF SECURITIES

During the year under review, the Company has not bought back any of its securities.

b. SWEAT EQUITY

During the year under review, the Company has not issued any Sweat Equity Shares.

c. BONUS SHARES

During the year under review, no Bonus Shares were issued by the Company.

d. EMPLOYEES STOCK OPTION PLAN

During the year, Share Allotment Committee of the Board has allotted 87,000 Equity Shares of face value 2/- each to eligible employees of the Company at an exercise price of 225/- per share pursuant to KEI Employee Stock Option Scheme, 2015. During the Financial Year 2022-23, there has been no change in the Employee Stock Option Scheme of the Company. The ESOP Scheme(s) is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021(‘the SBEB Regulations).Further, the Company has obtained a certificate from S.K. Batra & Associates, Secretarial Auditors under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity)Regulations 2021 (‘SBEB Regulations) stating that the scheme(s) has been implemented in accordance with the SBEB Regulations.

AUDITORS a) Statutory Auditors:

M/s. PAWAN SHUBHAM & CO., Chartered Accountants (Firm Registration Number: 011573C) were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on September 07, 2022 for a term of five consecutive years i.e., from the conclusion of 30^th AGM till the conclusion of 35^th AGM of the Company to be held in the year 2027 pursuant to Section 139 of the Companies Act, 2013.

Statutory Auditors Report

The observations / comments of Statutory Auditors in their Auditors Report are self-explanatory and therefore do not call for any further clarification / comment.

b) Cost Auditor:

Your Board of Directors has re-appointed M/s. S. Chander & Associates, Cost Accountants(Membership No.: 9455) as Cost Auditor of the Company to conduct audit of Cost Records maintained by the Company for the Financial Year 2023-24 in accordance with Section 148 and the Companies (Cost Records and Audit) Rules, 2014 after obtaining his consent and certificate under Section 139, 141 Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 where they have confirmed their consent and eligibility to act as Cost Auditors of the Company. Your Company has maintained cost records and accounts as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Cost Audit Report

There are no qualifications, adverse remarks made by Cost Auditors in their Report for FY 2022-23. Further, the Cost Audit Report for the FY 2021-22 was filed on August24, 2022 and for the FY 2022-23, the Cost Audit Report to be filed within due date.

c) Secretarial Auditors

The Board of Directors has appointed Mr. Sumit Kumar Batra (Membership No. FCS – 7714 & CP No.- 8072), Proprietor of S.K. Batra & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made thereunder for conducting Secretarial Audit of the Company for the financial year 2023-24.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2022-23 as submitted by Secretarial Auditors in Form MR-3 is annexed to this Report as Annexure C and form part of this report.There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s S.K. Batra & Associates, Secretarial Auditors, and submitted to the stock exchanges.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which is available on the website of the Company at www.kei-ind.com under Investor Relations Section. The Annual Report on Companys CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-D and forms part of this report.

LOAN(S), GUARANTEE(S) OR INVESTMENT(S)

During the year, your Company has duly complied with the provisions of Section 186 of the Companies Act, 2013. The particulars of Loan given, Corporate Guarantees provided and Investment made by the Company during the year are as follows:

Sl. No. Particulars of Loan given, Corporate Guarantees and Investment made u/s 186 of the Companies Act, 2013	Amount (Rs in Million)
1. First Loss Default Guarantee in favour of DBS Bank India Limited against Channel Financing Facility provided to the Dealers of the Company.	150.00
2. First Loss Default Guarantee in favour of Yes Bank Limited against Channel Financing Facility provided to the Dealers of the Company.	1,100.00
3. First Loss Default Guarantee in favour of ICICI Bank Limited against Channel Financing Facility provided to the Dealers of the Company.	150.00
4. First Loss Default Guarantee in favour of IDBI Bank Limited against Channel Financing Facility provided to the Dealers of the Company.	125.00
5. First Loss Default Guarantee in favour of IndusInd Bank Limited against Channel Financing Facility provided to the Dealers of the Company.	500.00
6. First Loss Default Guarantee in favour of Union Bank of India against Channel Financing Facility provided to the Dealers of the Company.	1,000.00
Total	3,025.00

PREVENTION OF SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse. During the year, there was no complaint lodged with the Internal Complaint Committee, formed under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-E and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-F and forms part of this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year, the Company has not entered into any materiallysignificantrelated party contracts/ arrangements or transactions with the Companys promoters, Directors, management or their relatives, which could have had a potential conflict with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of the Companies Act, 2013.

The particulars of every contract or arrangement if entered into by the Company with the related parties referred to in sub – section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form AOC – 2 in Annexure-G and forms part of this Report.

The Company presents a statement of all related party contracts / arrangements or transactions entered into by the Company before the Audit Committee for its consideration and review on quarterly basis.Further, the Policy on materiality of Related Party Transactions as formed and approved by the Audit Committee and the Board of Directors as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company at www. kei-ind.com under Investor Relations Section.

CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices identified,adopted andare consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholders value.Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, a separate Section titled Report on Corporate Governance has been included in this Annual Report and the certificate of M/sPawan Shubham & Co., Chartered Accountants, the Statutory Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is obtained and annexed with the report on Corporate Governance.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015, detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Report.

APPRECIATIONS

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment. The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

For and on behalf of

Board of Directors of KEI Industries Limited

(ANIL GUPTA)

Chairman-cum-Managing Director

DIN: 00006422

Date: July 31, 2023

Place: New Delhi