Kilburn Engineering Ltd — Proxy Solicitation & Information Statement 2023

Mar 14, 2023

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Plot No.6, MIDC - Saravali, Kalyan Bhiwandi Road, Distt. Thane 421 311 Maharashtra, India  : +91 2522 283000  : +91 2522 281026  : www.kilburnengg.com

14[th] March, 2023

To To, The Corporate Relationship Department The Secretary BSE Limited The Calcutta Stock Exchange Ltd., 1st Floor, P.J. Tower 7 , Lyons Range, Dalal Street, Fort Kolkata – 700 001 Mumbai-400 001 Scrip Code : BSE 522101 Scrip Code : CSE 21022

- - - Sub: Corrigendum to the Notice of Extra Ordinary General Meeting (EGM) (no. 01/2022 23) to be held on 20[th] March, 2023.

Ref: Our earlier Intimation dated 24[th] February, 2023 for Notice of EGM (no. - 01/2022-23).

Dear Sir / Madam,

This has reference to the Notice of EGM (no. - 01/2022–23) of the Company dated 23[rd] February, 2023, which was e-mailed to all the shareholders of the Company on 24[th] February, 2023.

A corrigendum has been issued to inform the shareholders of the Company regarding corrections in the EGM Notice and Explanatory Statement. The copy of corrigendum is enclosed herewith.

Except as detailed in the attached corrigendum, all other terms and contents of the EGM Notice along with Explanatory Statement dated 23[rd] February, 2023, shall remain unchanged. This corrigendum will also be - available on the Website of the Company ( http://www.kilburnengg.com/shareholders meetings/ )

Please note that on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum.

This is for your information and appropriate dissemination.

For Kilburn Engineering Limited

Arvind Digitally signed by Arvind Bajoria Date: 2023.03.14 06:59:18 Bajoria +05'30'

Arvind Bajoria Company Secretary

Encl : Corrigendum to the Notice of EGM ( no. 01/ 2022 – 23 )

AN ISO-9001: 2000 CERTIFIED COMPANY CIN : L24232WB1987PLC042956

REGD. OFFICE : FOUR MANGOE LANE, SURENDRA MOHAN GHOSH SARANI, KOLKATA – 700 001, INDIA.

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Kilburn Engineering Limited

CIN : L24232WB1987PLC042956

Regd. Office: Four Mangoe Lane, Surendra Mohan Ghosh Sarani, Kolkata-700001 TEL: 033-2231-3337, 3450 FAX: 91-33-2231-4768 E-Mail: cs@kilburnengg.com; Website: www.kilburnengg.com

CORRIGENDUM

This has reference to the notice dated February 23, 2022 convening the Extra-Ordinary General Meeting of the Shareholders of M/s. Kilburn Engineering Limited on Monday, March 20, 2023 at 11:00 a.m. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") (herein referred as “Notice”), for seeking your approval for matters contained in the said Notice. The following alterations/modifications in the Notice are hereby notified through this corrigendum to all the stakeholders/shareholders:

In Resolution no. 3 (first para, page no. 3) : “ . . . . following proposed allottees in the promoter group ….. ” to be modified as “ …… following proposed allottees in the promoter group / public category …… ”

In the Explanatory Statement to proposed resolution at Item No. 2 and 3 of the Notice of EGM relating to the proposed preferential issue of Equity Shares and Convertible Warrants to the proposed investor, the following corrections are made :

• A. Page no. 11 : In the disclosure Point no. 2 it is inadvertently mentioned “total number of convertible warrants to be issued”, whereas both equity shares and convertible warrants are issued, and hence the title of point no. 2 shall be read as : “ total number of securities to be issued .”

• B. Page no. 13 : In the disclosure Point no. 9, the details of shareholding of proposed allottees ( i.e., Tusk Investment Limited ) after conversion of all convertible warrants mentioned on Page 13 was mentioned incorrectly, due to a typo error.

So, the following modification is being made to relevant portion of explanatory statement of the resolution

Convertible Warrants :

Name of the Proposed Allottees	Present (Number of equity shares)	% of share capital	Proposed (Number of equity shares post conversion of warrants)	% of post conversion share capital
Firstview Trading Private Limited	1,20,70,000	33.71%	1,41,05,294	34.39%
Ekta Credit Private Limited	2,50,000	0.70%	8,38,235	2.04%
Vivaya Enterprises Private Limited	2,50,000	0.70%	8,38,235	2.04%
Khivraj Motors Private Limited	6,10,000	1.70%	11,10,000	2.71%
Tusk Investment Limited	4,43,241	1.24%	14,43,241	3.52%
Bansidhar Badridas Modi Private Limited	0	0	5,00,000	1.22%

• C. Page no. 13/ 14 : In the disclosure Point no. 12, the pre-issue and post issue shareholding pattern of the company, the sub-total of pre-issue promoters holding is mentioned as 2,02,22,137 which is a typo error, the correct figure is 2,03,92,137. Further, the pre-issue non-promoters holding ( Sub Total B ) is mentioned as 1,54,16,512, due to a typo error, the correct figure is 1,54,16,457.

This corrigendum and the original Notice of EGM shall be placed before the shareholders in the ensuing Extra Ordinary General Meeting to be held on March 20, 2023 for their approval. This corrigendum is also being placed at the website of the Company www.kilburnengg.com, the website of the stock exchange, where the shares of the Company are listed and on www.evotingindia.com.

By Order of the Board of Directors Kilburn Engineering Limited

Arvind Bajoria Company Secretary Membership No. : A15390

Kolkata 13[th] March, 2023