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Kshitij Polyline Limited Proxy Solicitation & Information Statement 2025

Jul 4, 2025

59070_rns_2025-07-04_65207749-a730-462f-a41e-d49868355ceb.pdf

Proxy Solicitation & Information Statement

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Date: July 04, 2025

To, The General Manager , National Stock Exchange of India Limited Address: Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai-400051.

Symbol: KSHITIJPOL

Subject: Corrigendum to the Postal Ballot Notice of Kshitij Polyline Limited circulated to shareholders on July 04, 2025:

Reference: Reference: Intimation dated June 23, 2025:

Dear Sir/Madam,

This is in continuation to the Notice of Postal Ballot of the Company dated June 23, 2025, which has already been emailed to all the shareholders of the Company on June 23, 2025.

A Corrigendum is being issued today to inform all the Shareholders to whom the Notice of Postal Ballot has been sent regarding changes in the Explanatory Statement.

A copy of detailed Corrigendum is enclosed herewith. The said Corrigendum is also being published in the respective newspapers and also being uploaded on the website of the Stock Exchange and Company at www.kshitijpolyline.co.in

Except as detailed in the attached Corrigendum, all other items of the Postal Ballot Notice along with Explanatory Statement dated June 23, 2025, shall remain unchanged.

Please note that on and from the date hereof, the Postal Ballot Notice dated June 23, 2025, shall always be read collectively with this Corrigendum.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we kindly request you to take into record the above submissions and the attached Corrigendum.

Kindly take this information on your records and acknowledge the receipt.

For KSHITIJ POLYLINE LIMITED

MAHENDR Digitally signed by MAHENDRA KUMAR A KUMAR JAIN Date: 2025.07.04 JAIN 20:17:08 +05'30'

_________ Mahendra Kumar Jain DIN: 09765526 Address: 33 Dimple Arcade Basement, Near Asha Nagar Kandivali (East) OFF WE Highway, Mumbai, Maharashtra, India, 400101

Date: July 04, 2025 Place: Mumbai

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CORRIGENDUM TO THE POSTAL BALLOT NOTICE DATED JUNE 23, 2025

To,

The Shareholders of,

Kshitij Polyline Limited (“KSHITIJPOL”)

Kshitij Polyline Limited (“the Company”) issued a Postal Ballot notice dated June 23, 2025, together with explanatory statement to the shareholders of the Company, pursuant to applicable provisions of the Companies Act, 2013 read with rules made thereunder for the purpose of seeking approval of shareholders of the Company, interalia, for, “To consider and approve the issue of equity shares to certain identified non‐promoter persons/entities & other matters related thereto for a cash consideration and / or towards conversion of existing unsecured loan into equity, whichever applicable, by way of preferential issue on private placement basis.”

This corrigendum is being issued in continuation of the postal ballot notice dated June 23, 2025, to the shareholders of the Company to provide altered details in the explanatory statement of the said postal ballot notice.

The existing content shall stand replaced with the following:

1. Point No. 2 under the heading “Necessary information or details as required in respect of the proposed issue of Equity Shares in terms of applicable provisions of the Companies Act, 2013 read with related Rules thereto and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are as under:”; as appearing in the explanatory statement for item No. 02, shall be read as follows:

2. Objects of the preferential issue:

The Company shall utilize the proceeds of the preferential issue in the following manner:

Particulars Amount (In Rupees) %
Conversion of loan into equity– Rs. 11,54,36,824/‐
Conversion of Unsecured Loans
into equity
11,54,36,824 100%
Total 11,54,36,824 100%
Cash Consideration– Rs. 14,55,40,768/‐
Repayment ofunsecured loans* 1,15,00,000# 7.90%
Towards Working Capital* 9,76,55,576 67.10%
General Corporate Purpose* 3,63,85,192 25%
Total 14,55,40,768 100%

The amount stated in general corporate purpose will not exceed 25% of the proceeds of the issue of Preferential Issue for cash consideration.

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The utilization of the proceeds raised for the aforementioned purpose will be completed within a period of 1 year from the date of receipt.

Furthermore, until such proceeds have been fully utilized, it will be kept in a separate bank account.

Lastly, the amount of unsecured loan to be converted into equity has been utilized by the Company towards repayment of its debts, purchase of machinery and towards funding the working capital requirements of the Company

* While the amounts proposed to be utilized against each of the objects (excluding conversion of loan into equity) have been specified above, there may be a deviation of +/- 10% depending upon future circumstances, in terms of NSE Notice No. NSE/CML/2022/56 dated December 13, 2022, as the objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the net proceeds at the discretion of the Board, subject to compliance with applicable laws.

# Amount of Rs. 1,15,00,000/-will be utilized towards repayment of unsecured loan taken by the company from M/s Singrodia Bros Holding Private Limited (‘Lender’). Brief basic details of the lender in respect of the aforesaid unsecured loan given is mentioned below:

Name of the lender Singrodia Bros HoldingPrivate Limited
Corporate Identification Number U65993WB1987PTC042218
Address 35 Chitta Ranjan Avenue 6th Floor Room No
26/7,Kolkata, WestBengal,India, 700012
Amount of Loan Received **Rs.1,15,00,000/‐ **
Rate of Interest 12.50%per annum.

Note: After the said amount is repaid, the Company will have paid all the dues to the said lender and there will not be any outstanding loan in the books of the Company against this lender.

2. Point No. 4 under the heading “Necessary information or details as required in respect of the proposed issue of Equity Shares in terms of applicable provisions of the Companies Act, 2013 read with related Rules thereto and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are as under:”; as appearing in the explanatory statement for item No. 02, shall be read as follows:

4. Intention of Promoters, Directors, or Key Managerial Personnel(s) to subscribe the offer:

The Equity Shares shall be offered to the Proposed Allottee only. None of the Promoters, members of the promoter group, Directors or Key Managerial Personnel(s) intends to subscribe to any of the equity shares proposed to be issued under the preferential allotment.

3. Point No. 15 under the heading “Necessary information or details as required in respect of the proposed issue of Equity Shares in terms of applicable provisions of the Companies Act, 2013 read with related Rules thereto and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are as under:”; as appearing in the explanatory statement for item No. 02, shall be read as follows:

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15. Practicing Company Secretary’s Certificate:

As required in Regulation 163(2) of the ICDR Regulations, a certificate from Makarand M. Joshi & Co., the Practicing Company Secretary, certifying that the issue is being made in accordance with the requirements of the SEBI (ICDR) Regulations, is available for inspection by the Members of the Company at the Registered Office of the Company on all working days between 10:30 A.M. to 6:00 P.M. up to the last day of the voting of Postal Ballot and is also uploaded at the website of the Company at weblink https://kshitijpolyline.co.in/assets/images/pr-issue/PCS_Certificate_Revised_VR.pdf_signed.pdf.

4. Point No. 17 under the heading “Necessary information or details as required in respect of the proposed issue of Equity Shares in terms of applicable provisions of the Companies Act, 2013 read with related Rules thereto and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are as under:”; as appearing in the explanatory statement for item No. 02, shall be read as follows:

17. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made:

The Equity Shares of the Company are listed on the main board of National Stock Exchange of India Limited (‘NSE’) and are frequently traded. Accordingly, the trading volume of the shares of the Company on NSE has been considered in accordance with the SEBI (ICDR) Regulations.

As per the provisions of the SEBI (ICDR) Regulations, the Equity Shares will be issued at a price of Rs. ‘4’ per Equity Share which is more than the higher of the following:

  • a. Rs.3.57 per Share – being the 90 trading days’ volume weighted average price of the Company’s shares quoted on the NSE preceding the Relevant Date; or

  • b. Rs.3.66 per Share – being the 10 trading days’ volume weighted average prices of the Company’s shares quoted on the NSE preceding the Relevant Date;

  • c. Rs.3.69 per share being the price determined under the valuation report obtained by the Company from an independent registered valuer in terms of Regulation 166A of the SEBI (ICDR) Regulations, a copy whereof is posted on the website of the Company at -

  • https://kshitijpolyline.co.in/assets/images/pr issue/Revised%20Valuation%20Report_KPL.pdf

5. Revised Valuation Report can be accessed on the website of the Company -

https://kshitijpolyline.co.in/assets/images/pr issue/Revised%20Valuation%20Report_KPL.pdf

Shareholders who have cast their votes prior to this corrigendum will have the opportunity to vote again on the resolutions until the final date of the postal ballot remote e-voting, namely July 23, 2025, by expressing their assent or dissent via email to the scrutinizer at [email protected].

The said corrigendum will also be available on the website of the Company at https://kshitijpolyline.co.in/, National Securities Depository Limited at www.evoting.nsdl.com and on the National Stock Exchange of India at www.nseindia.com.

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This Corrigendum shall be read in continuation of and in conjunction with the said postal ballot notice.

All other contents of the said notice, save and except as amended / modified by this corrigendum, shall remain unchanged.

For KSHITIJ POLYLINE LIMITED

Digitally signed by MAHENDRA MAHENDRA KUMAR JAIN KUMAR JAIN Date: 2025.07.04 19:34:55 +05'30' _________ Mahendra Kumar Jain Director and Chief Financial Officer DIN: 09765526 Address: Office no. 33, Dimple Arcade, Near Sai Dham Temple, Thakur Complex, Kandivali East, Mumbai – 400101.

Date: July 04, 2025 Place: Mumbai