Placement Document

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Important Disclaimer

PLEASE READ THIS DISCLAIMER CAREFULLY AND AGREE WITH THE TERMS AND CONDITIONS OF THIS DISCLAIMER BEFORE CONTINUING. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. VIEWING THIS INFORMATION MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS OUTSIDE INDIA.

The following disclaimer applies to the placement document (the “Placement Document”) for the issue of equity shares (“Equity Shares”) of KEI Industries Limited (the “Company”). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Placement Document. By accessing the Placement Document, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Placement Document presented herein is placed solely to comply with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), Section 42 and Section 62 of the Companies Act, 2013, as amended, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (the “PAS Rules”) and other applicable provisions of the Companies Act, and the rules framed thereunder, each as amended (the “Companies Act”).

The offer of the Equity Shares referred to in the Placement Document is being made in reliance upon Chapter VI of the SEBI ICDR Regulations, and Sections 42 and 62 of the Companies Act read with Rule 14 of the PAS Rules and is meant only for qualified institutional buyers (as defined in the SEBI ICDR Regulations) (“QIBs”) on a private placement basis and is not an offer to the public or to any other class of investors to sell, solicit or recommend the sale or purchase of securities. The Placement Document has not been and will not be registered as a prospectus or a statement in lieu of prospectus with the offices of the registrar of companies in India under the Companies Act and are not and should not be construed as an invitation, offer or sale of any securities to the public in India. The Placement Document shall be submitted to the Stock Exchanges (as defined in the Placement Document).

Unless a pre-numbered Placement Document has been addressed to a specific QIB inviting such QIB to make a bid through such application form, no offer and/or invitation of offer shall be deemed to have been made.

None of the Company, the GCBRLM and the BRLMs (as both terms are defined in the Placement Document) or their respective affiliates accepts any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Access to the Placement Document does not constitute a recommendation by the Company, the GCBRLM, the BRLMs or any of their respective affiliates or any other party to subscribe to or buy or sell the Equity Shares.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the Unites States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares are being offered and sold only outside the United States in offshore transactions as defined in and in reliance on Regulation S under the U.S. Securities Act. The Placement Document should not be viewed by any person located in the United States.

The Equity Shares may not be offered or sold and the Placement Document may not be distributed, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction (a “Prohibited Jurisdiction”).

This disclaimer and the Placement Document are intended for your information only. You are hereby notified that any forwarding, delivery, distribution or reproduction of the Placement Document, in whole or in part, is strictly prohibited. Failure to comply with this disclaimer may result in a violation of the applicable laws. If you access the Placement Document, you agree not to forward, deliver or distribute it, in whole or in part, to any other person.

The information in the Placement Document is as of the date thereof and none of the Company, its directors the GCBRLM or the BRLMs are under any obligation to update or revise the Placement Document to reflect circumstances arising after the date thereof.

The Placement Document may not be downloaded, delivered, forwarded or distributed, electronically or otherwise, in whole or in part, to any other person and may not be reproduced in any manner whatsoever. Any downloading, forwarding, delivery, distribution or reproduction of the Placement Document in whole or in part is unauthorized. Failure to comply with this disclaimer may result in a violation of the applicable laws.

You are accessing this website at your own risk. None of the Company, the GCBRLM, the BRLMs or any of their respective affiliates, directors, or employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company, the GCBRLM, the BRLMs or any of their respective affiliates or their respective directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Placement Document in electronic format. Any other information contained in, or that can be accessed via our website does not constitute a part of the Placement Document.

You are responsible for protecting against viruses and other destructive items. You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

You are reminded that you are accessing the Placement Document on the basis that you have read and understood the disclaimer set out above and are a person into whose possession this Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Placement Document and you must destroy any copies of the Placement Document in your possession.

If you are not permitted to view the Placement Document or are in any doubt as to whether you are permitted to view the Placement Document, please exit this webpage.

If you access the Placement Document contrary to the foregoing restrictions, you will be ineligible to purchase the Equity Shares.

Confirmation of your acceptance of the terms and conditions

By clicking on the “I Confirm” button below you represent to the Company, the GCBRLM and the BRLMs that:

1. You have read the disclaimer set out above and you agree to be bound by its terms;

2. You are not accessing this website in the United States or in any Prohibited Jurisdiction; and

3. You are permitted to view the Placement Document in accordance with the above terms.

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