Kabra Extrusion Technik Ltd — Proxy Solicitation & Information Statement 2022

Jul 1, 2022

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KET/SEC/SE/2022-23/16 July 01, 2022

BSE Limited

Floor 25, Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001 Scrip Code: 524109

National Stock Exchange India Ltd.

Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra (East), Mumbai-400051 Stock Code: KABRAEXTRU

Sub: Postal Ballot Notice

Dear Sirs,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, find enclosed herewith a copy of the Postal Ballot Notice being sent to the Members of the Company.

In compliance with the circulars of the Ministry of Corporate Affairs, the said Postal Ballot Notice is being sent electronically to those Members, whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited (‘NSDL’)/ Central Depository Services (India) Limited (‘CDSL’) and who have registered their e-mail addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agents as on June 24, 2022 ("cutoff date") for seeking members approval for the following resolutions:

1. Re-appointment of Shri. Boman Moradian as Non-Executive Independent Director of the company for a second term of Five (5) consecutive years

2. Re-Appointment of Smt. Ekta A. Kabra as Executive Director- Strategy of the Company for the period of Five (5) years.

The Company has engaged National Securities Depository Limited (“NSDL”) as the agency to provide the e-voting facility to the shareholders. Shareholders are requested to note that the Remote e-voting will commence at 9.00 a.m. on Tuesday the 05th July 2022 and will end at 5.00 p.m. on Wednesday the 3rd August 2022.

The results of the Postal Ballot will be announced on or before Thursday, August 04, 2022. The Postal Ballot Notice along with the explanatory statement, and instructions for e-voting are also

www.kolsite.com A Kolsite Group Company Kabra Extrusiontechnik Ltd. Fortune Terraces, B wing, 10th Floor, Link Road, Opp. Citi Mall, Andheri (West), Mumbai - 400 053. Maharashtra, India. Phone : +91-22-26734822/23/24/25 � Fax : +91-22-2673 5041 � Email : sales@kolsitegroup.com Works 1 : Kabra Industrial Estate, Kachigam, Daman - 396210. India Works 2 : Survey No. 259/1 to 5, 260/1 to 6, 265/3, Costal Highway, Dunetha, Daman – 396210. India. Tel. : +91-260-2241 401-3 / 2242 616 � Fax : +91-260-2241 965 � Email : ket@kolsitegroup.com CIN - L28900MH1982PLC028535

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available on the website of the Company www.kolsite.com and on the website of NDSL www.evoting.nsdl.com.

This is for your information and records.

Thanking you,

Yours faithfully, For Kabra Extrusiontechnik Limited

ANTONY Digitally signed by ANTONY PIUS PIUS ALAPAT Date: 2022.07.01 ALAPAT 17:06:24 +05'30' Antony Alapat Company Secretary

www.kolsite.com A Kolsite Group Company

Kabra Extrusiontechnik Ltd. Fortune Terraces, B wing, 10th Floor, Link Road, Opp. Citi Mall, Andheri (West), Mumbai - 400 053. Maharashtra, India. Phone : +91-22-26734822/23/24/25 � Fax : +91-22-2673 5041 � Email : sales@kolsitegroup.com Works 1 : Kabra Industrial Estate, Kachigam, Daman - 396210. India Works 2 : Survey No. 259/1 to 5, 260/1 to 6, 265/3, Costal Highway, Dunetha, Daman – 396210. India. Tel. : +91-260-2241 401-3 / 2242 616 � Fax : +91-260-2241 965 � Email : ket@kolsitegroup.com CIN - L28900MH1982PLC028535

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KABRA EXTRUSIONTECHNIK LIMITED

Corporate Identification Number: L28900MH1982PLC028535 Registered Office : Fortune Terraces, 10[th] Floor, B Wing, Opp. Citi Mall, Link Road, Andheri (West), Mumbai – 400053, Maharashtra, INDIA Website: www.kolsite.com

NOTICE OF POSTAL BALLOT [PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013, READ WITH RULES 20 and 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AS AMENDED]

Dear Members,

Notice is hereby given pursuant to Section 108 and 110 and other applicable provisions of the Companies Act, 2013 as amended, (the “Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (the “Rules”), (including any statutory modification or re-enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“Listing Regulations”), Secretarial Standard issued by the Institute of Company Secretaries of India on General Meetings (“SS-2”) and the relaxations and clarifications issued by the Ministry of Corporate Affairs (“MCA”) vide General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, f/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021 and 03/2022 dated 05[th] May 2022 (“MCA Circulars”) and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated 15th January, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May 2022 issued by the Securities and Exchange Board of India (“SEBI Circulars”) that the Resolutions appended below are proposed to be passed by way of Postal Ballot only through electronic means (“Remote e- voting”).

Accordingly, draft of the proposed Resolutions together with the Explanatory Statement setting out the material facts and reasons for the Resolutions is being sent to you for your consideration.

The Board of Directors of the Company has appointed Mr. S. N. Bhandari (Membership No. FCS 761), or failing him Ms. Manisha Maheshwari (Membership No. ACS 30224), Practicing Company Secretaries, as Scrutinizer for conducting the Postal Ballot process through electronic means in a fair and transparent manner.

The Company has engaged National Securities Depository Limited (“NSDL”) as the agency to provide e-voting facility.

Members are requested to carefully read the instructions for e-voting contained in this Notice.

The Scrutinizer, after completion of the scrutiny, will submit his report to the Chairman & Managing Director of the Company or any person authorized by him. The result of the voting by Postal Ballot will be declared in accordance with the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of Companies (Management and Administration)

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Rules, 2014 on or before 4th August 2022 at the Registered Office of the Company. The results of the Postal Ballot will be put up on the Company’s website www.kolsite.com and will be communicated to BSE Limited (www.bseindia.com ), National Stock Exchange of India Limited (www.nseindia.com ) and NSDL (https://www.evoting.nsdl.com ) for publishing on their respective websites.

The Company seeks approval of the Members, for the following businesses:

Item No. 01

Re-appointment of Shri. Boman Moradian as Non-Executive Independent Director of the company for a second term of Five (5) consecutive years w.e.f 16[th] May 2022 to 15[th] May 2027.

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

“RESOLVED THAT pursuant to provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1C), 25(2A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Boman Moradian (DIN: 00242123), Independent Director of the Company, who has submitted a declaration under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations that he meets the criteria for independence as provided in the Act and the Listing Regulations and who is eligible for re appointment, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of Five (5) consecutive years with effect from 16th May, 2022 till 15[th] May, 2027 .

RESOLVED FURTHER THAT pursuant to the provision of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri Boman Moradian (DIN: 00242123) be continued as an Independent Director of the Company for the term of Five (5) years with effect from 16th May, 2022 till 15[th] May, 2027 , notwithstanding that on 13[th] November, 2025 he will be attaining the age of 75 years during the aforesaid tenure

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

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Item No. 02

Re-Appointment of Smt. Ekta A. Kabra as Executive Director- Strategy of the Company for the period of Five (5) years with the effect from 1st August 2022 to 31st July 2027.

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

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(e) and any other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), approval of the Company be and is hereby accorded for the re-appointment of Smt. Ekta A. Kabra (DIN: 07088898), as Executive Director- Strategy of the Company with effect from 1st August, 2022 to 31st July, 2027, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board) be and is hereby authorised to alter and/ or vary the terms and conditions of the said re-appointment including remuneration payable to Smt. Ekta A. Kabra within the overall limits specified under Sections 197 read with Schedule V of the Act, and rules made thereunder or any statutory modification(s) or re-enactment thereof.

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

Date: 29.06.2022 By order of the Board of Directors Place: Mumbai For Kabra Extrusiontechnik Limited

Sd/Antony Alapat Company Secretary M. No.: A34946

Notes:

1. The Explanatory Statement pursuant to Section 102 of the Act stating all material facts and reasons in respect to the proposed Special Business is annexed hereto. Notice of Postal Ballot shall also be available on the website of the Company at www.kolsite.com under the Investors section and will also be available on the website of NSDL, www.evoting.nsdl.com

2. In conformity with the regulatory requirements, the Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories, on 24[th] June 2022 and who have registered their e-mail addresses with

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the Company or with the Depositories. Physical copy of this Notice along with postal ballot form and pre-paid business reply envelope are not being sent to members.

Further, Members can vote on the Resolutions only through Remote e-voting. Remote e-voting will commence at 9.00 a.m. on Tuesday the 05[th] July 2022 and will end at 5.00 p.m. on Wednesday the 3[rd] August 2022. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by NSDL. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently or cast the vote again.

1. Voting rights will be reckoned on the paid-up value of shares registered in the names of the Members on 24th June, 2022 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes.

2. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for Remote e-voting i.e. 3[rd] August, 2022.

The instructions for Shareholders for e-voting are as under:

Step 1: Access to NSDL e-Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

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

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of Login Method
shareholders
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Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e- Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.	Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e- Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.	Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e- Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.	Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e- Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.
	Individual Shareholders holding securities in demat mode with NSDL.	1.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e- Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

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

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual	1. Existing users who have opted for Easi / Easiest, they can login
Shareholders	through their user id and password. Option will be made available
holding securities in demat mode	to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are
with CDSL	https://web.cdslindia.com/myeasi/home/login or
	www.cdslindia.com and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able to
	see the E Voting Menu. The Menu will have links ofe-Voting
	service provider i.e. NSDL.Click onNSDLto cast your vote.
	3. If the user is not registered for Easi/Easiest, option to register is
	available at
	https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly access e-Voting page by
	providingdemat Account Number and PAN No. from a link in

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		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 provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

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

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

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

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

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

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

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

5.	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
	b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file isyour 8 digit client ID for NSDL account,last 8 digits of client ID for

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CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered**

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

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

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

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

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

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

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

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

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

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

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

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

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

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority

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letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to bhandariandassociates@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Sagar Gudhate, NSDL-Manager at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to ket_sd@kolsitegroup.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to ket_sd@kolsitegroup.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer -

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

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

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

and email ID correctly in their demat account in order to access e Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 EXPLANATION ABOUT REASONS FOR PASSING OF THE RESOLUTIONS AS REQUIRED UNDER RULE 22(1) OF COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014.

Item No. 1

Shri Boman Moradian (DIN: 00242123), a Non-executive Independent Director of the Company who was appointed by the members in 34th Annual General Meeting of the Company held on 18th July 2017 for the term of five (5) years.

The Board of Directors at its meeting held on 10[th] May, 2022, upon recommendation of Nomination and Remuneration Committee and based on evaluation of performance of Shri Boman Moradian, which was completely satisfactory, were of the view that given his background and experience and contributions made by him during his tenure, the association of Shri Boman Moradian would be beneficial to the Company and it is desirable to re-appoint Shri Boman Moradian as an Independent Director for another term of Five (5) consecutive years from 16th May 2022 till 15 May 2027 .

Shri. Boman Moradian is aged 71 years. Shri. Boman Moradian would be attaining the age of 75 years on 13[th] November, 2025.The Members approval is sought under the provisions of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his continuance as an Independent Director during the aforesaid tenure.

Shri. Boman Moradian is also a Member of Audit Committee, Nomination and Remuneration Committee and Risk Management Committee of the Board.

Shri. Boman Moradian has consented to act as director of the Company and has provided a declaration that he is not disqualified to be appointed as a Director of the Company and he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board of Directors of the Company Shri. Boman Moradian fulfils the conditions for the appointment of Independent Director as specified in the Act and the Listing Regulations and is independent of the management.

A copy of the draft letter of appointment of Shri. Boman Moradian setting out the terms and conditions of his re-appointment is available for inspection by the Members of the Company without any fee at the Registered Office of the Company. He will be entitled to sitting fees for attending the Board & Committee Meetings.

The additional information as required under the provisions of Regulation 36(3) of the Listing Regulations and other applicable provisions are provided in Annexure – I to this Notice.

Shri. Boman Moradian does not hold by himself or for any other person on a beneficial basis, any shares in the Company.

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Except for Shri Boman Moradian, None of the Directors and Key Managerial Personnel of the Company, including their relatives is directly or indirectly, financially or otherwise, concerned or interested in the Special Resolution set out under Item No 1.

The Board recommends the Special Resolution set out at Item No. 1 of the accompanying Notice for approval by the Members of the Company.

Item No. 2

Smt. Ekta A. Kabra (DIN: 07088898), has been on the Board as Executive Director- Strategy of the Company since 01st August, 2017. Her appointment was approved by the Members at 34[th] Annual General Meeting of the Company held on 18th July 2017 for a period of five (5) years effective from 01st August, 2017.

Accordingly, the tenure of appointment of Smt. Ekta A. Kabra as Executive Director- Strategy was upto 31st July, 2022. The Board of Directors at their meeting held on 10[th] May, 2022, upon recommendations of the Nomination and Remuneration Committee, approved the reappointment of Smt. Ekta A. Kabra (DIN: 07088898) as Executive Director- Strategy of the Company, for a further period of Five (5) years from 1st August 2022 to 31st July 2027 subject to approval of Members of the Company.

The Basic Salary of Rs. 4,80,000/- (Rupees Four Lacs Eighty Thousand Only) per month, with an annual increment to be decided by the Board at such percentage not exceeding 20% of the basic salary, subject to the same not exceeding at any point of time, the ceiling laid down under the provisions of the Companies Act, 2013 (“the Act”) and Schedule V thereto.

In addition to the above, she shall be entitled to the following perquisites restricted to an amount equal to her annual salary as given herein below:

• (i) Accommodation (Furnished or otherwise) or House Rent Allowance in lieu thereof subject to a ceiling of 50% of basic salary.

• (ii) Special Allowance of 10 % of basic salary.

• (iii) Medical Reimbursement: For self, spouse and family subject to a ceiling of one (1) month basic salary in a year or three (3) months' salary in a block of three (3) years.

• (iv) Leave Travel Reimbursement: For self, spouse and family once in a year incurred in accordance with the rules specified by Company.

• (v) Club Fees: Subject to a maximum of two clubs. This will not include admission and life membership fees.

• (vi) Personal Accident Insurance & Mediclaim Policy: For self, spouse and family as per the rules of the Company. Explanation: 'Family' means spouse, dependent children and dependent parents of the said appointee.

• (vii) Provident Fund, Superannuation Fund or Annuity Fund: Company's contribution to Provident Fund, Superannuation Fund or Annuity Fund as per the Schemes of the

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Company will not be included in the computation of the ceiling on perquisites to the extent these, either singly or put together are not taxable under the Income-Tax Act, 1961.

• (viii) Gratuity: As per rules of the Company.

• (ix) Encashment of leave: As per rules of the Company.

For the purpose of gratuity & encashment of leave, the period of service of said appointee shall be considered as service with the company without any break in service & on a continuous basis.

• (x) Provision of car and telephone at residence for use of Company's business will not be considered as perquisites. However, personal long distance telephone calls and use of car for private purpose shall be billed by the Company to the appointee.

• (xi) The office of said appointee may be terminated by the Company or the appointee by giving the other three (3) months' prior notice in writing.

• (xii) Smt. Ekta A. Kabra shall be liable to retire by rotation as a Director of the Company.

• (xiii) The terms & conditions set out for appointment & payment of remuneration herein above may be altered & varied by the Board as it may, from time to time, deem fit.

The above may be treated as a written memorandum, setting out the terms of appointment of Smt. Ekta A. Kabra under Section 190 of the Act and pursuant to the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Section 188, 196, 197, Schedule V and other applicable provisions of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the appointment of and remuneration payable to Smt. Ekta A. Kabra is placed before the Members for their approval.

Smt Ekta A. Kabra is concerned / interested in the resolutions as set out in the Notice at Item Nos. 2, since it pertains to her own appointment and remuneration. Shri Anand S. Kabra is also deemed to be interested in aforesaid resolutions, being relative of the said appointee, to the extent of his shareholding interest, if any, held in the Company.

Save and except the above, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise in the Item Nos. 2 of the Notice, except to the extent of their respective shareholding interest, if any, in the Company.

The additional information as required under the provisions of Regulation 36(3) of the Listing Regulations and other applicable provisions are provided in Annexure – II to this Notice. The Board recommend the Special Resolution set out at Item No. 2 of the accompanying Notice for approval by the Members of the Company.

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Date: 29.06.2022 By order of the Board of Directors Place: Mumbai For Kabra Extrusiontechnik Limited

Sd/Antony Alapat Company Secretary M. No.: A34946

Annexure – I to the Notice

Details of Directors seeking appointment/re-appointment through Postal Ballot, furnished in terms of Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

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Name of Director Shri. Boman Moradian
DIN 00242123
Date of Birth 13-11-1950
Age Age 71 Years
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Name of Director Shri. Boman Moradian	Name of Director Shri. Boman Moradian
DIN 00242123
Date of Birth 13-11-1950
Age Age 71 Years
Brief Resume covering Expertise in specific functional areas and Experience and Qualification	Shri. Boman Moradian, is a Mechanical Engineer and a Graduate [B.E. (Mech.)] from VJTI, Mumbai. He has completed his MMS in Operations from Jamnalal Bajaj Institute of Management Studies. He has 32 years of rich experience, having worked in various capacities and consistently grown in stature and responsibility at Bharat Bijlee Ltd., Ambalal Sarabhai Enterprises (ASE) Ltd., Decom Marketing Ltd. and Shilpi Advertising Ltd. He also served as an Executive Officer of Zee Telugu & Zee Kannada at Zee News Limited. He has also been involved in a freelance Management Consultation practice in Productivity, Marketing and Mathematical Modeling of Systems for various corporate clients.He was also on the Board of Essel Propack Ltd., Garware Polyester Ltd. and Garware Industries Ltd. as an Independent Director. His area of expertise includes Productivity Improvement, Operations Optimization and Marketingand Human Systems.

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The Skills and capabilities required for the The Board of Directors of the Company
role and manner in which the proposed has identified the core skills / expertise
person meets such requirements and competencies required in the context
of the Company’s business which are
enclosed herewith as Annexure-A.
Shri. Boman Moradian meets with various
requirements such as Industry Knowledge,
Behavioral skills, attributes and
competencies to use his knowledge and
skills to
contribute effectively to the growth of the
Company, Business Strategy, Sales &
Marketing, Corporate Governance,
Administration, Decision making Skills,
Financial & Management Skills, Technical
Skills, Communication Skills, Leadership
Skills, Stakeholder Relations, Risk
Management Skills.
Directorships held in Companies Listed Companies
 Kabra Extrusiontechnik Limited
Unlisted Companies
 Krystal Global Engineering Limited
 Sukhras Machines Private Limited
 Mutual Industries Limited
Membership / Chairmanship of Kabra Extrusiontechnik Limited
Committees of Public  Audit Committee
Companies  Nomination & Remuneration
Committee
 Risk Management Committee
Name of listed entities from which the  Garware Hi-Tech Films Limited

person has resigned in the past three years Epl Limited
Shareholdings in the Company including Nil
shareholding as a beneficial owner.
Disclosure of relationships Not related to any of the Directors or Key
between directors inter-se. Managerial Personnel of the Company.
Remuneration received from the Sitting fees of Rs.2,30,000 was paid for
Company in the Financial Year 2021-22. attending Board and Committee Meetings.
Terms and Conditions of As per Explanatory Statement to Item No.
appointment / re-appointment 1.
along with details of
remuneration sought to be paid
Date of first appointment on the Board 18th July, 2017
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The number of Meetings of the Board attended during the Financial Year 2021-22/during the tenure of their appointment	No .of Board Meetings held 6	No .of Board Meetings attended 5

Annexure – II to the Notice

Details of Directors seeking appointment/re-appointment through Postal Ballot, furnished in terms of Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Name of Director	Smt. Ekta A. Kabra
DIN	07088898
Date of Birth	24thJuly, 1976
Age	Age45Years
Brief Resume covering Expertise in specific functional areas and Experience and Qualification	Smt. Ekta A. Kabra, holds degree as B.A. – Economics, Delhi University and MBA – Family Business from S. P. Jain Institute of Management and Research. She is Partner in Kolsite Industries and Kolsite Corporation LLP, with which the Company has / may have business dealings.She has over 15 years of post-qualification experience. Her area of expertise includes Knowledge on Company’s businesses, plastic industry prospects, policies and culture (incl. Mission, Vision & Values) major risks / threats and potential opportunities, Business Strategy, Sales & Marketing
Directorships held in Companies	Listed Companies  Kabra Extrusiontechnik Limited Unlisted Companies  Kolsite Energy Private Limited  Taiyou Green Solution Private Limited  Varos Technology Private Limited

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Membership / Chairmanship of  Kabra Extrusiontechnik Limited
Committees of Public Corporate Social Responsibility
Companies Committee
 Risk Management Committee
Shareholdings in the Company 29, 57,966 (i.e. 9.22%) Equity Shares of Rs.
5/- each
Name of listed entities from which the -
person has resigned in the past three years
Disclosure of relationships Shri. Anand Kabra (Spouse)
between directors inter-se.
Remuneration received from the Basic Salary: 57,60,000/-
Company in the Financial Year 2021-22. HRA: 28,80,000/-
Special Allowance: 5,76,000/-
Contribution to PF : 6,91,200/-
Total: 99, 07,200/-
Board has a discretion to increase the
remuneration of Direction upto an extent
of 20%
Terms and Conditions of As per Explanatory Statement to Item No.
appointment / re-appointment 2.
along with details of
remuneration sought to be paid
Date of first appointment on the Board 16 [th ] May, 2017
The number of Meetings of the No .of Board No .of Board
Board attended during the Meetings held Meetings attended
Financial Year 2021-22/during
the tenure of their appointment 6 6
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Annexure -A

Skills / Expertise / Competencies of the Board of Directors:

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company's business and the said skills are available with Shri. Boman Moradian, proposed to be reappointed as an Independent Director and Smt. Ekta A. Kabra, proposed to be reappointed as the Executive Director-Strategy.

• i) Knowledge on Company's businesses (plastic industry prospects), policies and culture (including the Mission, Vision and Values) major risks / threats and potential opportunities and knowledge of the industry in which the Company operates

• ii) Behavioural skills - attributes and competencies to use their knowledge and skills to contribute effectively to the growth of the Company

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• iii) Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making,

• iv) Financial and Management skills,

• v) Technical / Professional skills and specialized knowledge in relation to Company's business.

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