Kshitij Polyline Limited — Proxy Solicitation & Information Statement 2025

Jul 3, 2025

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Date: July 03, 2025

To,

The General Manager , National Stock Exchange Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai-400051.

Symbol: KSHITIJPOL

– Subject: Postal Ballot Notice Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Dear Sir/Ma’am,

This is further to our intimation dated May 6, 2025, informing the Stock Exchange about the decision of the Board of Directors of the Company for the appointment of Mr. Rajesh Pherwani (DIN 07576485) as an Additional Non-Executive Independent Director for a term of five years from May 6, 2025, up to May 5, 2030.

In terms of Regulation 30 of the SEBI Listing Regulations, we enclose the Postal Ballot Notice for seeking approval of the Members by way of Special Resolution for the aforesaid appointment.

In compliance with the General Circular nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, the Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on Friday, June 27, 2025 (“Cut-off date”).

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its members. The remote e-voting period commences from 9:00 a.m. (IST) on Friday, July 04, 2025, and ends at 5:00 p.m. (IST) on Saturday, August 02, 2025. The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. The communication of assent or dissent of the Members would take place only through the remote e-voting system.

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The Members whose e-mail addresses are not registered with the Company/Depositories, to receive the Postal Ballot Notice, may register their e-mail IDs, by following the instructions given in the attached notice of Postal Ballot. Any member who is not a member as on the said record date shall treat this notice for information purposes only.

The Postal Ballot Notice is available on the Company’s website https://www.kshitijpolyline.co.in/ and on the website of NSDL www.evoting.nsdl.com.

This is for your information and record.

For Kshitij Polyline Limited

MAHENDR Digitally signed by MAHENDRA A KUMAR KUMAR JAIN Date: 2025.07.03 JAIN 17:40:13 +05'30'

_________

Mahendra Kumar Jain Director and CFO

DIN: 09765526

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NOTICE OF POSTAL BALLOT

(Pursuant to Section 108, Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI(LODR) Regulations, 2015)

To, The Members Kshitij Polyline Limited

Dear Member(s),

Notice of Postal Ballot is hereby given to the Members of Kshitij Polyline Limited (“the Company”), pursuant to and in compliance with the provisions of Section 108, Section 110 read with rule 20 and rule 22 of the Companies (Management and Administration), Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Secretarial Standards-2 (SS-2), read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars” ), Regulation 44 of the Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and pursuant to other applicable laws and regulations, the Special Resolution appended below is proposed for approval of the Members of Kshitij Polyline Limited (“the Company”) through postal ballot by remote e-voting process (“Remote E-Voting”).

In compliance with the provisions of Section 108, 110 read with rule 20 and rule 22 of the Companies (Management and Administration), Rules, 2014 and other applicable provisions, if any, of the Act, Regulation 44 of the of the SEBI Listing Regulations and Secretarial Standards -2 (‘SS-2’), the Company has engaged National Securities Depository Limited (‘NSDL’), an authorized agency, to provide remote e-voting facility to its Members. The procedure for remote e-voting is provided in the notes to this Postal Ballot Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act, read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. In accordance with the requirements of MCA Circulars, the Company will send Postal Ballot Notice by email, only to those members who have registered their email addresses with the Company or depository/depository participants and the communication of assent/dissent of the members will only take place through the remote e-voting system. Hence, a hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business envelope is not being sent to the Members. Further, the Company has made necessary arrangements with the Company’s Registrar and Share Transfer Agent, KFIN Technologies Limited (“RTA”) for the Members to register their e-mail address. Therefore, those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in the Notes to the Postal Ballot Notice. Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated with the Company/RTA/depository participants to enable the service of documents electronically to their e-mail address.

An explanatory statement pursuant to Section 102, 110, and other applicable provisions, if any, of the Act, pertaining to the special items setting out the material facts and reasons thereof along with the instructions/procedures for remote e-voting is annexed to this Postal Ballot Notice for your consideration.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rule, 2014, the Board of Directors, at its meeting held on July 03, 2025, has appointed M/s Ronak Jhuthawat & Co., as the Scrutinizer for conducting the postal ballot voting process fairly and transparently.

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The remote e-voting period commences from 09:00 A.M. (IST) on Friday, July 04, 2025, and ends at 05:00 P.M. (IST) on Saturday, August 02, 2025. The Scrutinizer will submit the report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before August 03, 2025.

The said results along with the Scrutinizer’s Report would be intimated to National Stock Exchange of India Limited where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website https://www.kshitijpolyline.co.in/ and on the website of National Securities Depository Limited (“NSDL”) www.evoting.nsdl.com.

You are requested to peruse the proposed Resolution along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

For Kshitij Polyline Limited

MAHENDRA Digitally signed by MAHENDRA KUMAR JAIN KUMAR JAIN Date: 2025.07.03 13:58:28 +05'30'

_____ Mahendra Kumar Jain DIN: 09765526 Address: 33 Dimple Arcade Basement, Near Asha Nagar Kandivali (East) Off. W E Highway, Mumbai, Maharashtra, India, 400101

Date: July 03, 2025 Place: Mumbai

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Special Business:

- To Consider and appoint Mr. Rajesh Pherwani as Non Executive Independent director of the company:

To consider and, if thought fit, to pass, with or without modification (s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, Schedule IV and Section 161(1) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and recommendation of the Nomination and Remuneration Committee and the Board of directors of the Company, Mr. Rajesh Pherwani (DIN: 07576485) who was appointed as an Additional Independent Non-Executive Director of the Company with effect from May 06, 2025 under Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a NonExecutive Director of the Company and shall act as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from May 06, 2025 to May 05, 2030.

RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company, be and are hereby severally authorized to intimate the above to the Registrar of Companies, Mumbai by filing e-Form DIR12 and to do all such acts, deeds, things, matters as may be considered necessary, desirable or expedient, incidental or ancillary to give effect to the foregoing resolution..”

For Kshitij Polyline Limited

Digitally signed by MAHENDRA MAHENDRA KUMAR JAIN KUMAR JAIN Date: 2025.07.03 13:58:57 +05'30'

____ Mahendra Kumar Jain Director DIN: 09765526 Address: Office no. 33, Dimple Arcade, Near Sai Dham Temple, Thakur Complex, Kandivali East, Mumbai – 400101.

Date: July 03, 2025 Place: Mumbai

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NOTES :

1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of Companies (Management and Administration) Rules, 2014 stating material facts and reasons for the proposed resolution is annexed hereto including the relevant details of the director seeking appointment as required by Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India.

2. In compliance with the MCA Circulars, the Postal Ballot Notice is sent by electronic mode to all those members, whose names appear in the Register of Members/List of Beneficial Owners maintained by the Company/ Depositories as on Friday, June 27, 2025 , (Cut-off- date) and whose e-mail IDs are registered with the Company/ Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given below under these Notes. Any member who is not a member as on the said record date shall treat this notice for information purposes only.

3. In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the e-voting process. Shareholders are requested to provide their assent or dissent through e-voting only. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot.

4. In compliance with the provisions of Section 108 and Section 110 and other applicable provisions of the Act read with the Management Rules, the Company is pleased to offer an e-voting facility to all the shareholders of the Company. For this purpose, the Company has engaged in the services of National Securities and Depository Limited (NSDL) for facilitating e-voting to enable the shareholders to cast their votes electronically.

5. Shareholders may please note that the Postal Ballot Notice will also be available on the Company’s website at https://www.kshitijpolyline.co.in/ , websites of the Stock Exchanges i.e. National Stock Exchange of India Limited (NSE) at www.nseindia.com and on the website of NSDL at www.nsdl.co.in.

6. All the material documents referred to in this Notice, if any, shall be available for inspection based on requests received by the Company at the registered office of the company on or before the last day of e-voting on postal ballot i.e. August 02, 2025.

7. The Postal Ballot Notice is being sent to all the shareholders electronically, whose names appear in the Register of Members / List of Beneficial Owners as received from NSDL/Central Depository Services (India) Limited (CDSL) on June 27, 2025, being the cut-off date, are entitled to vote on the Resolutions set forth in this Postal Ballot Notice. The voting rights of such shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date.

8. The voting through electronic means will commence on Friday, July 04, 2025, at 09:00 A.M. (IST) and will end on Saturday, August 02, 2025, at 05:00 P.M. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution(s) is cast by the member, the member shall not be allowed to change subsequently.

9. A shareholder cannot exercise his/her vote by proxy on Postal Ballot.

10. The Scrutinizer will submit their report to the Chairman, or any other Director authorized by him after completion of the scrutiny and the result of the Postal Ballot voting process will be declared within two working days from the end of voting, i.e., on or before August 05, 2025

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1. Resolution passed by shareholders with Special majority, through Postal Ballot shall be deemed to have been passed at a General Meeting of Members convened on that behalf.

2. The result of the Postal Ballot will be communicated to all the Stock Exchanges where the equity shares of the Company are listed and will be available on the website of the Company at https://www.kshitijpolyline.co.in/ . The Resolution, if approved by majority of the members so entitled to vote shall be deemed to have been passed on August 02, 2025, being the last date specified by the Company for e‐voting.

3. Any query in relation to the resolutions proposed to be passed by Postal Ballot may be addressed to or query / grievance with respect to E-voting, members may refer to the Frequently Asked Questions (FAQs) for Shareholders and E-voting User Manual for Shareholders available under the Downloads section of NSDL’s e-voting website or contact Mr. Abhijeet Gunjal, Assistant Manager, NSDL, Trade World, A wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai – 400013 at Toll Free No. 1800 1020 990 / 1800 224 430 or at E-mail ID : evoting@nsdl.com.

THE INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETING ARE AS UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in Demat mode.

The remote e-voting period begins on Friday, July 04, 2025, at 09:00 A.M. (IST) and will end on Saturday, August 02, 2025, at 05:00 P.M. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., Friday, June 27, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, June 27, 2025.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- 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:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After

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		2. 3. 4. 5.	successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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 during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 ore- Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience.

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Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) 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.

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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	Login type	Helpdesk details	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 atevoting@nsdl.com or call at 022 - 4886 7000
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 toll free no. 1800-21-09911
	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. 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. 4. Your User ID details are given below : 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 Forexampleif folionumber is001* and
	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 Forexampleif folionumber is001*** and

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EVEN is 101456 then user ID is 101456001***

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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 is your 8 digit client ID for NSDL account, last 8 digits of client ID for 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: 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. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

2. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

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- 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 letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to compliancerjac@gmail.com with a copy marked to evoting@nsdl.com. 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.

2. 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.

3. 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 : 022 - 4886 7000 or send a request to Abhijeet Gunjal; Assistant Manager at evoting@nsdl.com

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 (selfattested scanned copy of Aadhar Card) by email to compliance@kshitijpolyline.co.in

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1. 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 compliance@kshitijpolyline.co.in . If you are an Individual shareholder 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.com 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 Sections 102 and other applicable provisions of the Companies Act, 2013 (“Act”)

TO APPOINT MR. RAJESH PHERWANI AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

The Board of Directors at its Meeting held on May 06, 2025 has, based on recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, appointed Mr. Rajesh Pherwani (DIN: 07576485) as an Additional Director (Non-Executive, Independent) of the Company with effect from May 06, 2025 for a first term of five (5) consecutive years i.e. upto May 05, 2030.

Regulation 17 (1C) of SEBI Listing Regulations provides that the Company ensure that the approval of shareholders for the appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Further, Regulation 25 (2A) of SEBI Listing Regulations provides that the appointment of an Independent Director shall be subject to the approval of shareholders by way of a special resolution.

Accordingly, the approval of the members of the Company is sought by way of passing special resolution through Postal ballot, for the appointment of Mr. Rajesh Pherwani as Independent Director of the Company for a term of five (5) consecutive years with effect from May 06, 2025, to May 05, 2030, not liable to retire by rotation.

Mr. Rajesh Pherwani has given his consent in writing to act as the Director of the Company and has furnished the necessary declaration(s) to the Board of Directors. Further, as per the declaration received by the Company, he is not disqualified to be appointed as a Director in terms of Section 164(2) of the Act. He meets the criteria of independence as provided under Section 149(6) read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of the SEBI Listing Regulations. He declares that he is not debarred from holding the office of director by virtue of any Order issued by the Securities and Exchange Board of India or any other such authority.

A brief profile of Mr. Pherwani proposed to be appointed as Independent Director including nature of his expertise and shareholding in the Company, etc. is mentioned in Annexure-A to the Postal ballot notice pursuant to the provisions of the SEBI Listing Regulations and SS-2.

Mr. Pherwani will bring diversity to the Board in terms of his knowledge and expertise, and the Board is of view that the association of Mr. Rajesh Pherwani will be of immense benefit to the Company and it is desirable to avail his services as an Independent Director. Therefore, the Board of Directors recommend the resolution as set out in this Notice to be passed as a special resolution by the members of the Company.

A copy of the draft letter of appointment of Mr. Pherwani setting out the terms and conditions of his appointment is available for electronic inspection without any fee by the member from the date of sending of this Notice up to the last date of e-voting i.e. Saturday, August 02, 2025. Members seeking to inspect the draft letter of appointment may send an email to Company’s at compliance@kshitijpolyline.co.in. A copy of the draft letter of appointment of Independent Director, setting out the general terms and conditions of appointment is available on the website of the Company at: https://www.kshitijpolyline.co.in/

Except Mr. Rajesh Pherwani, Director, none of the other Directors and Key Managerial Personnel of the Company

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and their relatives is concerned or interested financially or otherwise in the special resolution set out in the Postal ballot notice. The relatives of Rajesh Pherwani are deemed to be interested in the special resolution to the extent of their shareholding, if any, in the Company.

Annexure A

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Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

	Particulars	Description
Name of Director		Mr. Rajesh Pherwani
DIN		07576485
Date of Birth/Age		June 13, 1974 Age: 51 Years
Date of appointment / first appointment on the Board		May 06, 2025
A brief resume of the director		Mr. Rajesh Pherwani is a graduate with over 25 years of extensive experience in manufacturing, and the trading of garments, metals, minerals, as well as in logistics. He brings valuable insights to the company’s strategic direction and governance, playing a key role in driving growth and ensuring adherence to corporate best practices.
Qualifications		Graduate from Mumbai University
Nature of his expertise in specific functional areas		Mr. Pherwani’s background and experience are aligned to skill, knowledge, experience and expertise identified by the Board of Directors, in the context of the Company’s business and sector for it to function effectively and that he is eligible for appointment as an Independent Director. Mr. Pherwani has a deep knowledge and experience in diverse areas such as business operations and wealth management. He has also experience of serving on the Board of a few companies and performs multiple leadership roles.
Disclosure of relationships between directors inter-se		There are no inter-se relationships between the directors of the Company
Remuneration last drawn by such a person from the Company and remuneration sought to be paid		Mr. Rajesh Pherwani will be paid only sitting fees for attending each meeting of Board of Directors and its Committee(s), in which he may be member from time to time.
Terms and conditions of re- appointment/ appointment		Appointment as an Independent Director of the Company, not liable to retire by rotation, for a period of five (5) consecutive years with effect from May 06, 2025, to May 05, 2030.
The number of meetings of the Board attended during the financial year		One meeting of Board of Directors
Names of listed entities in which the person also holds directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three		Directorship in listed entities (Present and past three years) 1. Deep Diamond India Limited Membership of Committees 1. Audit Committee- Deep Diamond India Limited- Chairman 2. Nomination and Remuneration Committee- Deep Diamond India Limited- Member

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years
Shareholding of non-executive directors in the listed entity, including shareholding as a beneficial owner.	Mr. Pherwani doesn’t hold any shares in the company
In the case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.	1. Expertise in corporate governance and regulatory compliance 2. Relevant industry experience and strategic management capabilities 3. Sound financial and business understanding 4. Strong interpersonal and communication skills 5. Independence of judgment and decision-making Mr. Pherwani brings a well-rounded profile that aligns with these expectations. With over 25 years of experience in manufacturing, and the trading of garments, metals, minerals, as well as in logistics, he has held various leadership and board-level roles demonstrating deep knowledge of regulatory frameworks and corporate governance. He also possesses strong analytical and financial capabilities. Furthermore, Mr. Pherwani maintains a reputation for ethical conduct and independent judgment, with no affiliations that could compromise impartiality. His appointment would add strategic value to the Board while ensuring compliance with the standards set for independent directorships. We believe Mr. Pherwani is well-qualified to serve as an Independent Director and will contribute effectively to the governance and oversight responsibilities of the Board.
Justification for appointment	To broad-base the composition of the Board of Directors of the Company and bring diversity in the Board in terms of knowledge, experience and expertise: The Nomination and Remuneration Committee after evaluating the skills, knowledge, experience and expertise identified by the Board of Directors in the context of Company’s business and sector for it to function effectively and those possessed by the present Directors on the Board and the skills, knowledge, experience and expertise of Mr. Rajesh Pherwani and his ability to devote sufficient time and attention to professional obligations as an Independent Director, has approved and recommended his candidature for appointment as an Independent Director on the Board of Directors of the Company for a term of five (5) consecutive years. The Board of Directors, on recommendation of the Nomination and Remuneration Committee, has approved the appointment of Mr. Rajesh Pherwani as Additional Director (Non-Executive, Independent) subject to the approval of members of the Company.