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Rajshree Polypack Limited Proxy Solicitation & Information Statement 2023

Oct 31, 2023

62178_rns_2023-10-31_ecff5ccb-99c1-4b16-b438-6f08bccbdc6b.pdf

Proxy Solicitation & Information Statement

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Date:- October 31, 2023

To

National Stock Exchange of India Limited,

Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400051 Symbol: RPPL

Dear Sir/Madam,

Sub: Corrigendum to the Notice of 1[st] Extra Ordinary General Meeting of the shareholders of Rajshree Polypack Limited to be held on November 8, 2023.

Ref: Our earlier Intimation dated October 16, 2023 for Notice of Extra Ordinary General Meeting.

This is in continuation to the Notice of 1[st] Extra Ordinary General Meeting of the Company (EGM Notice) dated October 11, 2023, which has already been emailed to all the shareholders of the Company on October 16, 2023.

A Corrigendum is being issued today to inform to all the Shareholders to whom the Notice of 1[st] Extra Ordinary General Meeting (“ EGM ”) has been sent regarding changes in the EGM Notice and Explanatory Statement by including the amendments/ provide additional details. A copy of detailed Corrigendum is enclosed herewith.

Except as detailed in the attached Corrigendum, all other items of the EGM Notice along with Explanatory Statement dated October 11, 2023, shall remain unchanged.

This Corrigendum will also be available on the Website of the Company www.rajshreepolypack.com.

Please note that on and from the date hereof, the EGM Notice dated October 11, 2023 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.

You are requested to take the above information on your records.

Thanking you, Yours truly,

FOR RAJSHREE POLYPACK LIMITED

MITALI Digitally signed by MITALI RAJENDRA RAJENDRA SHAH Date: 2023.10.31 SHAH 14:35:24 +05'30'

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Mitali Rajendra Shah Company Secretary & Compliance Officer Mem No: A48197

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

CORRIGENDUM TO NOTICE OF EXTRA ORDINARY GENERAL MEETING

RAJSHREE POLYPACK LIMITED (“COMPANY”) HAS ISSUED A NOTICE DATED OCTOBER 11, 2023 (“NOTICE OF THE EGM”) FOR CONVENING THE EXTRA‐ORDINARY GENERAL MEETING OF THE MEMBERS OF THE COMPANY WHICH IS SCHEDULED TO BE HELD ON WEDNESDAY, NOVEMBER 8, 2023 AT 4:00 P.M IST, AT HOTEL SATKAR GRANDE WI FI PARK, OPP. APLAB COMPANY, NEAR MULUND CHECK NAKA, WAGLE ESTATE, THANE (W) 400604 TO CONSIDER AND APPROVE THE VARIOUS RESOLUTION(S) AS MENTIONED IN THE NOTICE OF EGM.

THE NOTICE OF THE EGM HAS BEEN DISPATCHED TO THE SHAREHOLDERS OF THE COMPANY IN DUE COMPLIANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES MADE THERE UNDER.

AFTER THE CIRCULATION OF THE NOTICE, IT HAS COME TO COMPANIES NOTICE THAT THERE ARE CERTAIN CHANGES IN THE SAID EGM NOTICE WITH RESPECT TO RESOLUTION NO. 2 AND EXPLAINATORY STATEMENT POINTS NO. 2 & 3 WHICH REQUIRE REVISION. IN ORDER TO RECTIFY THE ABOVE AND TO CLEARLY ARTICULATE THE PURPOSE OF THE RESOLUTION, THE COMPANY IS CIRCULATING THIS CORRIGENDUM.

2. APPROVAL FOR ISSUANCE OF 7,75,000 EQUITY SHARES ON PREFERENTIAL ALLOTMENT BASIS.

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

“RESOLVED THAT pursuant to Section 23, 42 and 62(1)(c), 179(3)(c) and all other applicable provisions of the Companies Act, 2013 (“ Companies Act ”) and the rules framed there under (including any statutory modification or re-enactment thereof, for the time being in force) and enabling provisions in the Memorandum and Articles of Association of the Company and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR Regulations” ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ SEBI Listing Regulations ”) and the Listing Agreement entered into by the Company with the National Stock Exchange of India Limited (“ NSE ”) on which the equity shares of the Company are listed any other applicable rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India, the Ministry of Corporate Affairs (“ MCA ”), the Securities and Exchange Board of India (“ SEBI ”), and/or any other statutory or regulatory authority(ies), in each case to the extent applicable and including any amendments, modifications or re-enactments thereof for the time being in force, and subject to approvals, consents, permissions and sanctions of any other authorities /

Page 1 of 17

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

institutions and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors (hereinafter referred to as the “ Board ” which terms shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent and approval of the members of the Company (“ Members ”) be and is hereby accorded to the Board to create, offer, issue, allot and deliver in one or more tranches 7,75,000 (Seven Lakhs Seventy five Thousands) fully paid-up equity shares of face value of Rs. 10/- each, at an issue price of Rs. 209 (Rupees Two Hundred and Nine only (including a premium of Rs. 199 per equity share), aggregating to Rs. 16,19,75,000/- (Rupees Sixteen Crore Nineteen Lakhs Seventy Five Thousand only) (“ Subscription Money ”) on a preferential basis and on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations or other provisions of law as may be prevailing at the time to the following allottees (“ Proposed Allottees ”) as stated below:

S. No. Name of Proposed Allottees No of Shares Category
1. Aastha Hitesh Bhansali 50,000 Non-Promoter
2. Anil Raika FamilyTrust 65,000 Non-Promoter
3. Sabyasachi Mukherjee 60,000 Non-Promoter
4. Shubham Agarwal 50,000 Non-Promoter
5. Mehul Parekh 50,000 Non-Promoter
6. Supath Mahajan 50,000 Non-Promoter
7. Sourav Bhutra 25,000 Non-Promoter
8. Mona Bajaj 25,000 Non-Promoter
9. Ankita Sonkhiya 25,000 Non-Promoter
10. Sheetal Hitesh Bhansali 25,000 Non-Promoter
11. Onnivation Ventures Private Limited 25,000 Non-Promoter
12. Rohan Lalit Jain 35,000 Non-Promoter
13. Privylife Solutions LLP 20,000 Non-Promoter
14. Vimura's FamilyPrivate Trust 15,000 Non-Promoter
15. Dimple Pushpak Shah 12,500 Non-Promoter
16. Manish Mangilal Shah 12,500 Non-Promoter
17. Animesh Killa 12,000 Non-Promoter
18. Deepak Todi HUF 12,000 Non-Promoter
19. Khushboo Agarwal 12,000 Non-Promoter
20. Indu Srinivasan Iyer 12,000 Non-Promoter
21. AnupDhanuka 12,000 Non-Promoter

Page 2 of 17

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250

Web: www.rajshreepolypack.com , Email Id: [email protected]

S. No. Name of Proposed Allottees No of Shares Category
22. Ayush Tandon 15,000 Non-Promoter
23. Anita Singh 10,000 Non-Promoter
24. Sakshi Rajesh Jain 15,000 Non-Promoter
25. SunnyJain 5,000 Non-Promoter
26. RamandeepSandha 12,500 Non-Promoter
27. Green Portfolio Private Limited 15,000 Non-Promoter
28. Gobind Rai Verma 12,500 Non-Promoter
29. Futuregrow Spectrum Radiation Private Limited 20,000 Non-Promoter
30. AnuragGupta 15,000 Non-Promoter
31. Anil Kumar Govil 25,000 Non-Promoter
32. Kalpana Jain 12,500 Non-Promoter
33. Pharma Synth Formulations Limited 12,500 Non-Promoter
Total 7,75,000

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the minimum issue price for the Preferential Allotment of the Equity Shares is the Monday, October 9, 2023, being the date 30 days prior to the date of this Extra-Ordinary General Meeting (“ EOGM ”) and the minimum issue price has been determined accordingly in terms of the applicable provisions of the SEBI ICDR Regulations.

RESOLVED FURTHER THAT the Equity Shares to be issued to the Proposed Equity Allottee(s) in the preferential issue shall be listed on the NSE where the existing Equity Shares are listed.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Equity Shares shall be subject to the following terms and conditions apart from others as prescribed under applicable laws and regulations:

  • i The Equity Shares to be issued and allotted in the manner aforesaid shall rank pari passu with the existing Equity Shares of the Company in all respects (including voting powers and the right to receive dividend) from the date of allotment and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

  • ii All Subscription Shares to be allotted by way of preferential issue shall be made fully paid-up at the time of the allotment and the consideration must be paid from the respective Proposed Allottees’ Bank Account

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

  • iii The Equity Shares to be allotted shall be locked in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.

  • iv The Subscription Shares so offered, issued and allotted will be listed on the NSE, subject to receipt of necessary regulatory permissions and approvals as the case may be;

  • v The Subscription Shares so allotted to the Proposed Allottees under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations, except to the extent and in the manner permitted there under

  • vi The Proposed Allottees shall be required to bring in the entire consideration for the Equity Shares to be allotted to such Proposed Allottees, on or before the date of allotment thereof.

  • vii The Subscription Shares shall be allotted by the Company to the Proposed Allottees in dematerialized form within a period of fifteen (15) days from the date of passing of special resolution, provided that the allotment will be made only upon receipt of in principal approval from the Stock Exchange i.e., NSE, in accordance with the provisions of the Companies Act and applicable law and within the timelines prescribed under the applicable laws and where the issue and allotment of the said Subscription Shares is pending on account of pendency of approval of any regulatory authority (including, but not limited to NSE and/or SEBI or the Central Government, the issue and allotment shall be completed within a period of fifteen (15) days from the date of receipt of last of such approvals or permissions;

  • viii The Subscription Shares so offered, issued and allotted shall not exceed the number as approved hereinabove.

  • ix The Equity Shares shall be allotted in dematerialized form only.

RESOLVED FURTHER THAT the Board be and is hereby authorized to make an offer to the proposed allottees through private placement offer cum application letter (In the format of ‘ Form PAS-4 ’) immediately after passing of this resolution with a stipulation that allotment would be made only upon receipt of in-principle approval from the stock exchanges i.e. NSE.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient for such purpose, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue of Equity Shares), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members of the Company and to settle all questions, difficulties or doubts that may arise in regard to the offer and acceptance of such conditions as may be imposed or prescribed by any regulatory, statutory authority or Government of India, while granting such approvals, consents, permissions and sanctions, issuing and allotment of the Equity Shares including the resultant Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the issue, filing of necessary forms with Registrar of Companies, Opening of separate bank account, filing of corporate action forms with depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, any of the Directors or the Key Managerial Personnel of the Company be and are hereby severally authorized to do all such acts, deeds, matters, and things and take all such steps as may be necessary, proper or expedient for implementation of the above resolution and matters connected therewith or incidental thereto including but not limited to a delegation of all or any of the powers herein conferred to any Committee or any Director(s) or any other Officer(s) of the Company, or to settle any questions, difficulties or doubts that may arise about the above resolution, without being required to seek any further clarification, consent or approval of the Members.”

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

In conformity with the provisions of Section 102(1) of the Companies Act, 2013 the following Explanatory Statement sets out all the material facts relating to the items of special business at Resolutions of the Notice and the same should be taken as forming part of the notice.

Item No. 2 & 3:

The Special Resolution contained in Item No. 2 & 3 of the notice, have been proposed pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013, to issue and allot up to 7,75,000 Equity shares of face value of Rs. 10/- each at an issue price of Rs. 209/- each (including Premium of Rs. 199/per Equity Share), aggregating up to Rs. 16,19,75,000 (Rupees Sixteen Crore Nineteen Lakhs Seventy Five Thousand only) and 3,00,000 Convertible Warrants of face value of Rs. 10/- each at an issue price of Rs. 209/- (Including Premium of Rs. 199/-) each aggregating up to Rs. 6,27,00,000 (Rupees Six Crore Twenty Seven Lakhs only).

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

The Board of Directors of the Company (“ Board ”) in their meeting held on Wednesday, October 11, 2023 subject to necessary approval(s), have approved the proposal for raising of funds by way of create, offer, issue and allot 7,75,000 Equity shares of face value of Rs. 10/- each at an issue price of Rs. 209/- each (including Premium of Rs. 199/- per Equity Share), aggregating up to Rs. 16,19,75,000 (Rupees Sixteen Crore Nineteen Lakhs Seventy Five Thousand only) and 3,00,000 Convertible Warrants of face value of Rs. 10/- each at an issue price of Rs. 209/- (including Premium of Rs. 199/-) each aggregating up to Rs. 6,27,00,000 (Rupees Six Crore Twenty Seven Lakhs only) on preferential basis to the Proposed Allottees as mentioned in the resolution no. 2 & 3 in such form and manner and in accordance with the provisions of SEBI ICDR Regulations.

As per Companies Act, 2013 and Rules made there under ( “ Companies Act ”), and in accordance with the provisions of the SEBI ICDR Regulations as amended, and on the terms and conditions and formalities as stipulated in the Companies Act and the SEBI ICDR Regulations, the issue of Equity Shares requires approval of the Members by way of a special resolution. The Board therefore, seeks approval of the Members as set out in the notice, by way of a special resolution.

  1. The other details/disclosures of the Preferential Issue are as follows: -

  2. a. Objects of the Issue:

    • The Company proposes to utilize the proceeds raised from the proposed preferential issue amounting to Rs. 2,247 lakhs as follows that is Rs. 450 lakhs towards General Corporate Purpose, Rs. 400 lakhs towards Capex and Rs. 1,397 towards Long term Working Capital.
  3. b. Particulars of the offer including date of passing of Board Resolution, kind of Securities offered, class of persons, maximum number of Securities to be issued and the Issue Price:

    • The Board, at its meeting held on Wednesday, October 11, 2023 has, subject to the approval of the Company's Members and such other approvals as may be required, approved the Preferential Issue, involving the issue and allotment of 7,75,000 Equity Shares fully paid‐up, of face value of Rs. 10/‐ per Equity Share issued at offer price of Rs. 209/- each & 3,00,000 Convertible Warrants of face value of Rs.10/- each issued at offer price of Rs. 209/- each, on a preferential basis to the Proposed Allottees, such price being not less than the minimum price as on the 'Relevant Date' determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations.
  4. c. Proposed time within which the preferential issue shall be completed As required under the SEBI ICDR Regulations, the Company shall complete the allotment of equity shares and Convertible Warrants on or before the expiry of 15 (fifteen) days from the date of passing of this resolution by the shareholders granting consent for issue, provided that in case the allotment is pending on account of pendency of any approval for such allotment by any regulatory authority or the Central government, then the allotment shall be completed within 15 (fifteen) days from the date of receipt of last of such approvals.

Page 6 of 17

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250

Web: www.rajshreepolypack.com , Email Id: [email protected]

d. The intent of the promoters, directors or key management personnel of the issuer to subscribe to the offer and Consequential Changes in voting Rights and Change in Control:

None of the existing promoters, directors or key managerial personnel of the Company intends to subscribe to any of Equity Shares or Convertible Warrants proposed to be issued under the Preferential Issue or otherwise contribute to the Preferential Issue or separately in furtherance of the objects specified herein above.

  • e. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or nonpromoter
Sr. No Name of the Proposed Allottees No of
Shares
No of
Warrants
Category
1. Aastha Hitesh Bhansali 50,000 0 Non-Promoter
2. Anil Raika FamilyTrust 65,000 30,000 Non-Promoter
3. Sabyasachi Mukherjee 60,000 0 Non-Promoter
4. Shubham Agarwal 50,000 0 Non-Promoter
5. Mehul Parekh 50,000 0 Non-Promoter
6. Supath Mahajan 50,000 0 Non-Promoter
7. Sourav Bhutra 25,000 25,000 Non-Promoter
8. Mona Bajaj 25,000 10,000 Non-Promoter
9. Ankita Sonkhiya 25,000 10,000 Non-Promoter
10. Sheetal Hitesh Bhansali 25,000 0 Non-Promoter
11. Onnivation Ventures Private
Limited
25,000 0 Non-Promoter
12. Rohan Lalit Jain 35,000 0 Non-Promoter
13. Privylife Solutions LLP 20,000 0 Non-Promoter
14. Vimura's FamilyPrivate Trust 15,000 20,000 Non-Promoter
15. Dimple Pushpak Shah 12,500 0 Non-Promoter
16. Manish Mangilal Shah 12,500 0 Non-Promoter
17. Animesh Killa 12,000 0 Non-Promoter
18. Deepak Todi HUF 12,000 0 Non-Promoter
19. Khushboo Agarwal 12,000 0 Non-Promoter
20. Indu Srinivasan Iyer 12,000 0 Non-Promoter
21. AnupDhanuka 12,000 0 Non-Promoter
22. Ayush Tandon 15,000 5,000 Non-Promoter
23. Anita Singh 10,000 0 Non-Promoter

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250

Web: www.rajshreepolypack.com , Email Id: [email protected]

Sr. No Name of the Proposed Allottees No of
Shares
No of
Warrants
Category
24. Sakshi Rajesh Jain 15,000 0 Non-Promoter
25. SunnyJain 5,000 0 Non-Promoter
26. Hemant Gadodia 0 1,00,000 Non-Promoter
27. Pravin Shankarlal Jain 0 37,500 Non-Promoter
28. Rekha Pravin Jain 0 37,500 Non-Promoter
29. Kennis Ventures Private Limited 0 25,000 Non-Promoter
30. RamandeepSandha 12,500 0 Non-Promoter
31. Green Portfolio Private Limited 15,000 0 Non-Promoter
32. Gobind Rai Verma 12,500 0 Non-Promoter
33. Futuregrow Spectrum Radiation
Private Limited
20,000 0 Non-Promoter
34. AnuragGupta 15,000 0 Non-Promoter
35. Anil Kumar Govil 25,000 0 Non-Promoter
36. Kalpana Jain 12,500 0 Non-Promoter
37. Pharma
Synth
Formulations
Limited
12,500 0 Non-Promoter
Total 7,75,000 3,00,000

f. Relevant Date: In terms of the provisions of Chapter V of the SEBI ICDR Regulations, relevant date for determining the minimum issue price for the Preferential Allotment of the Equity Shares and Convertible Warrants is Monday, October 9, 2023, , being the date 30 days prior to the date of this Extra Ordinary General Meeting.

g. Pricing of the Issue:

The Equity Shares of the Company are listed at the National Stock Exchange of India Limited (“ NSE ”). There is frequent trading of shares of the Company on NSE. In terms of Regulation 164 of the SEBI ICDR Regulations, 2018, where the shares are frequently traded, the price determined by the Issuer shall take into account valuation as prescribed under Regulation 164 of the SEBI ICDR Regulations, 2018.

The Company has obtained a valuation certificate dated October 11, 2023 from Bhavesh M. Rathod, Chartered Accountants, Registered Valuer SFA, registration no. IBBI/RV/06/2019/10708 having office situated at A/101, Shelter CHSL, CSC Road, Dahisar East, Mumbai- 400 068 (‘RV’ or ‘Independent Valuer’) and same has been updated on the website of the Company and Website link is as follows https://rajshreepolypack.com/wp-content/uploads/2023/10/Valuation-Report.pdf. The present issue price of Rs. 209/- (Rupees Two Hundred and Nine Only) per Equity share and Convertible Warrant as per the valuation arrived as per the valuation certificate.

Page 8 of 17

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

Method of determination of price as per the Articles of Association of the Company – Not applicable as the Articles of Association of the Company are silent on the determination of a floor price/minimum price of the shares issued on preferential basis.

h. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control proposed allottee(s) of Equity Shares.

Sr.
No
Name of the Proposed Allottees Identity of the Natural person who is the
ultimate Beneficial owner proposed to be
allotted and/or who ultimately control
proposed allottee(s) of Equity Shares
1 Kennis Ventures Private Limited* Chandrashekhar Agrawal
2 Anil Raika FamilyTrust* Anil Raika
3 Deepak Todi HUF* Deepak Todi
4 Onnivation Ventures Private Limited* Saket Agarwal
Suresh Kumar Agarwal
5 Privylife Solutions LLP* Vaishali Kothari
Pinky Vikram Mehta
Heena Ramesh Mehta
Akshat Nitesh Jain
6 Vimura's Family Private Trust* Vijaya Rajan
Gayathri Ramamurthy
7 Green Portfolio Private Limited * Anuj Jain
Divam Sharma
Rohit Jain
RuchiSharma
8 Futuregrow Spectrum Radiation Private
Limited*
Anita Sureka
PradipKumarSureka
9 Pharma Synth Formulations Limited * Arvind Kumar Gupta
Arjun Gupta
Sarita Gupta
Vibha Jain
RameshChand Jain

*Details of Ultimate Beneficial Owners

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

Shareholding Pattern before and after the preferential issue (as on September 30, 2023) :

S hareholding Pattern before and after the prefer before and after the prefer ential issue(as on September ential issue(as on September 30, 2023): 30, 2023):
S.
No.
Category Pre Issue Post Issue of Equity
Shares
Post Issue after
Conversion of
Warrants
(A) Shareholding of
Promoter and
Promoter Group
No. of
Shares
(%) of
Holding
No. of
Share
(%) of
holding
No. of
Share
(%) of
holding
1 Indian
(a) Individuals/ Hindu
Undivided Family
60,08,287 52.48 60,08,287 49.15 60,08,287 47.97
(c) Bodies Corporate 0 0 0 0 0 0
(d) Financial
Institutions/ Banks
0 0 0 0 0 0
(e) Any Others
(Specify)
0 0 0 0 0 0
Sub Total(A)(1) 60,08,287 52.48 60,08,287 49.15 60,08,287 47.97
2 **Foreign **
A Individuals (Non-
Residents
Individuals/
Foreign
Individuals)
0 0 0 0 0 0
B Bodies Corporate 0 0 0 0 0 0
C Institutions 0 0 0 0 0 0
D Any Other
(specify)
0 0 0 0 0 0
Sub Total(A)(2) 0 0 0 0 0 0
Total
Shareholding of
Promoter and
Promoter Group
(A)=
(A)(1)+(A)(2)
60,08,287 52.48 60,08,287 49.15 60,08,287 47.97

Page 10 of 17

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India

Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

(B) Public shareholding Public shareholding
1 Institutions
(a) Mutual Funds/
UTI
0 0 0 0 0 0
(b) Any Other
(specify)
0 0 0 0 0 0
Alternate
Investment Funds
4,89,557 4.28 4,89,557 4.00 4,89,557 3.91
Sub-Total (B)(1) 4,89,557 4.28 4,89,557 4.00 4,89,557 3.91
2 Non-institutions
(a) Bodies Corporate 97,170 0.85 1,69,670 1.39 1,94,670 1.56
(b) Non Resident
Indians (NRIs)
66,113 0.58 66,113 0.54 66,113 0.53
(c) Foreign
Companies
19,55,413 17.08 19,55,413 16.00 19,55,413 15.61
(d) Individuals 26,26,432 22.94 32,16,932 26.32 34,41,932 27.48
(e) Any other
(specify)
Hindu Undivided
Family (HUF)
1,20,417 1.05 1,32,417 1.08 1,32,417 1.06
Limited Liability
Partnership (LLP)
85,611 0.75 1,05,611 0.86 1,05,611 0.84
TRUST 0 0.00 80,000 0.65 1,30,000 1.04
Sub-Total (B)(2) 49,51,156 43.25 57,26,156 46.84 60,26,156 48.12
(B) Total Public
Shareholding
(B)=
(B)(1)+(B)(2)
54,40,713 47.52 62,15,713 50.85 65,15,713 52.03
TOTAL (A)+(B) 1,14,49,000 100.00 1,22,24,000 100.00 1,25,24,000 100.00

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250

Web: www.rajshreepolypack.com , Email Id: [email protected]

(C) Shares held by
Custodians and
against which
Depository
Receipts have
been issued
1 Promoter and
Promoter Group
0 0 0 0 0 0
2 Public 0 0 0 0 0 0
Sub-Total (C) 0 0 0 0 0 0
GRAND TOTAL
(A)+(B)+(C)
1,14,49,000 100.00 1,22,24,000 100.00 1,25,24,000 100.00
  • i. Lock-in Period: The Equity Shares shall be locked-in for such period as may be specified under Regulations 167 and 168 of the SEBI ICDR Regulations.

The entire pre-preferential allotment shareholding of the proposed allottees shall be locked-in from the relevant date up to a period of 90 trading days from the date of the trading approval as specified under Regulation 167(6) of the SEBI ICDR Regulations.

j. Undertakings:

  • None of the Company, its Directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.

  • The Company is eligible to make the Preferential Issue under Chapter V of SEBI ICDR Regulations.

  • Since the Equity Shares of the Company have been listed on the NSE for a period of more than 90 trading days prior to the Relevant Date, it is not required to re-compute the price per equity share to be issued and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1) (g) and (h) of the SEBI ICDR Regulations.

  • The Equity Shares held by the proposed allottees in the Company are in dematerialized form only.

  • None of the proposed allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

  • k. Certificate of Practicing Company Secretary: The certificate from, M/s. Nishant Bajaj & Associates, Practicing Company Secretary, certifying that the Preferential Allotment is being made in accordance with the requirements contained in the SEBI ICDR Regulations, and the entire pre-

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

preferential holding of the allotee(s) are in dematerialized form. The same has been updated on the - website of the Company and Website link is as follows https://rajshreepolypack.com/wp - content/uploads/2023/10/PCS Certificate.pdf Also, shall be made available for inspection by the Members through electronic mode, on all working days during business hours from Tuesday, October 17, 2023 to Tuesday, November 7, 2023.

  • l. The percentage (%) of Post Preferential Issue Capital that may be held by the Proposed allottees and change in control, if any, consequent to the Preferential Issue:

  • The percentage (%) of Post Preferential Issue Capital that may be held by the Proposed allottees as mentioned in table below and there shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Equity Shares.

Sr.
No
Name of the
Proposed
Allottees
Current
Status /
Category
Proposed
Status
Pre-
Preferential
Allotment
Pre-
Preferential
Allotment
Post Preferential
Allotment (Post
Issue of Equity
Share)
Post Preferential
Allotment (Post
Issue of Equity
Share)
Post Preferential
Allotment
(Post Issue of
Equity Shares
and Assumed
Full Conversion
of Warrants into
Equity Shares)
Post Preferential
Allotment
(Post Issue of
Equity Shares
and Assumed
Full Conversion
of Warrants into
Equity Shares)
Holding % Holding % Holding %
1 Aastha Hitesh
Bhansali
Non-
Promoter
Non-
Promoter
0 0 50,000 0.41 50,000 0.40
2 Hemant
Gadodia
Non-
Promoter
Non-
Promoter
27,500 0.24 27,500 0.22 1,27,500 1.02
3 Anil Raika
FamilyTrust
Non-
Promoter
Non-
Promoter
0 0.00 65,000 0.53 95,000 0.76
4 Sabyasachi
Mukherjee
Non-
Promoter
Non-
Promoter
0 0.00 60,000 0.49 60,000 0.48
5 Shubham
Agarwal
Non-
Promoter
Non-
Promoter
0 0.00 50,000 0.41 50,000 0.40
6 Mehul Parekh Non-
Promoter
Non-
Promoter
0 0.00 50,000 0.41 50,000 0.40
7 Supath
Mahajan
Non-
Promoter
Non-
Promoter
0 0.00 50,000 0.41 50,000 0.40
8 Sourav Bhutra Non-
Promoter
Non-
Promoter
0 0.00 25,000 0.20 50,000 0.40

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250

Web: www.rajshreepolypack.com , Email Id: [email protected]

Sr.
No
Name of the
Proposed
Allottees
Current
Status /
Category
Proposed
Status
Pre-
Preferential
Allotment
Pre-
Preferential
Allotment
Post Preferential
Allotment (Post
Issue of Equity
Share)
Post Preferential
Allotment (Post
Issue of Equity
Share)
Post Preferential
Allotment
(Post Issue of
Equity Shares
and Assumed
Full Conversion
of Warrants into
Equity Shares)
Post Preferential
Allotment
(Post Issue of
Equity Shares
and Assumed
Full Conversion
of Warrants into
Equity Shares)
Holding % Holding % Holding %
9 Pravin
Shankarlal
Jain
Non-
Promoter
Non-
Promoter
0 0.00 0 0.00 37,500 0.30
10 Rekha Pravin
Jain
Non-
Promoter
Non-
Promoter
0 0.00 0 0.00 37,500 0.30
11 Mona Bajaj Non-
Promoter
Non-
Promoter
0 0.00 25,000 0.20 35,000 0.28
12 Ankita
Sonkhiya
Non-
Promoter
Non-
Promoter
0 0.00 25,000 0.20 35,000 0.28
13 Vimura's
Family Private
Trust
Non-
Promoter
Non-
Promoter
0 0.00 15,000 0.12 35,000 0.28
14 Kennis
Ventures
Private
Limited
Non-
Promoter
Non-
Promoter
0 0.00 0 0.00 25,000 0.20
15 Onnivation
Ventures
Private
Limited
Non-
Promoter
Non-
Promoter
0 0.00 25,000 0.20 25,000 0.20
16 Sheetal Hitesh
Bhansali
Non-
Promoter
Non-
Promoter
0 0.00 25,000 0.20 25,000 0.20
17 Rohan Lalit
Jain
Non-
Promoter
Non-
Promoter
0 0.00 35,000 0.29 35,000 0.28
18 Privylife
Solutions LLP
Non-
Promoter
Non-
Promoter
0 0.00 20,000 0.16 20,000 0.16
19 Ayush Tandon Non-
Promoter
Non-
Promoter
0 0.00 15,000 0.12 20,000 0.16

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India

Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250

Web: www.rajshreepolypack.com , Email Id: [email protected]

Sr.
No
Name of the
Proposed
Allottees
Current
Status /
Category
Proposed
Status
Pre-
Preferential
Allotment
Pre-
Preferential
Allotment
Post Preferential
Allotment (Post
Issue of Equity
Share)
Post Preferential
Allotment (Post
Issue of Equity
Share)
Post Preferential
Allotment
(Post Issue of
Equity Shares
and Assumed
Full Conversion
of Warrants into
Equity Shares)
Post Preferential
Allotment
(Post Issue of
Equity Shares
and Assumed
Full Conversion
of Warrants into
Equity Shares)
Holding % Holding % Holding %
20 Dimple
Pushpak Shah
Non-
Promoter
Non-
Promoter
0 0.00 12,500 0.10 12,500 0.10
21 Manish
Mangilal Shah
Non-
Promoter
Non-
Promoter
0 0.00 12,500 0.10 12,500 0.10
22 Animesh Killa Non-
Promoter
Non-
Promoter
0 0.00 12,000 0.10 12,000 0.10
23 Deepak Todi
HUF
Non-
Promoter
Non-
Promoter
0 0.00 12,000 0.10 12,000 0.10
24 Khushboo
Agarwal
Non-
Promoter
Non-
Promoter
0 0.00 12,000 0.10 12,000 0.10
25 Indu
Srinivasan
Iyer
Non-
Promoter
Non-
Promoter
0 0.00 12,000 0.10 12,000 0.10
26 Anup
Dhanuka
Non-
Promoter
Non-
Promoter
0 0.00 12,000 0.10 12,000 0.10
27 Anita Singh Non-
Promoter
Non-
Promoter
0 0.00 10,000 0.08 10,000 0.08
28 Sakshi Rajesh
Jain
Non-
Promoter
Non-
Promoter
0 0.00 15,000 0.12 15,000 0.12
29 Sunny Jain Non-
Promoter
Non-
Promoter
0 0.00 5,000 0.04 5,000 0.04
30 Ramandeep
Sandha
Non-
Promoter
Non-
Promoter
0 0.00 12,500 0.10 12,500 0.10
31 Green
Portfolio
Private
Limited
Non-
Promoter
Non-
Promoter
0 0.00 15,000 0.12 15,000 0.12
32 Gobind Rai
Verma
Non-
Promoter
Non-
Promoter
0 0.00 12,500 0.10 12,500 0.10

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RAJSHREE POLYPACK LIMITED

CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India

Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250

Web: www.rajshreepolypack.com , Email Id: [email protected]

Sr.
No
Name of the
Proposed
Allottees
Current
Status /
Category
Proposed
Status
Pre-
Preferential
Allotment
Pre-
Preferential
Allotment
Post Preferential
Allotment (Post
Issue of Equity
Share)
Post Preferential
Allotment (Post
Issue of Equity
Share)
Post Preferential
Allotment
(Post Issue of
Equity Shares
and Assumed
Full Conversion
of Warrants into
Equity Shares)
Post Preferential
Allotment
(Post Issue of
Equity Shares
and Assumed
Full Conversion
of Warrants into
Equity Shares)
Holding % Holding % Holding %
33 Futuregrow
Spectrum
Radiation
Private
Limited
Non-
Promoter
Non-
Promoter
0 0.00 20,000 0.16 20,000 0.16
34 Anurag Gupta Non-
Promoter
Non-
Promoter
0 0.00 15,000 0.12 15,000 0.12
35 Anil Kumar
Govil
Non-
Promoter
Non-
Promoter
0 0.00 25,000 0.20 25,000 0.20
36 Kalpana Jain Non-
Promoter
Non-
Promoter
0 0.00 12,500 0.10 12,500 0.10
37 Pharma Synth
Formulations
Limited
Non-
Promoter
Non-
Promoter
0 0.00 12,500 0.10 12,500 0.10
  • m. Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price :

  • Nil

  • n. Justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer : Not Applicable

  • o. Principal terms of assets charged as securities: Not Applicable.

p. Other disclosures:

  • During this financial year, the Company has not made any preferential allotment.

  • Disclosures specified in Schedule VI of SEBI ICDR Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or fraudulent borrower: Not Applicable

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RAJSHREE POLYPACK LIMITED CIN: L25209MH2011PLC223089

Registered Office: Lodha Supremus, Unit No 503-504, 5[th] Floor, Road No. 22, Kishan Nagar, Near New Passport Office, Wagle Estate, Thane West 400604, India Tel: +91-22 2581 8200, Fax: + 91-22 2581 8250 Web: www.rajshreepolypack.com , Email Id: [email protected]

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolutions as set out Item No. 2 and Item No. 3 in the accompanying notice for your approval.

None of the Directors or any Key Managerial Personnel(s) of the Company or their respective relatives are interested financially or otherwise, either directly or indirectly in passing of the said Resolution, save and except to the extent of their respective interest as shareholders of the Company.

This Corrigendum to the Notice of the EGM shall form an integral part of the Notice of the EGM which has already been circulated to the shareholders of the Company and on and from the date hereof, the Notice of the EGM shall always be read in conjunction with this Corrigendum.

This Corrigendum will be available on the website of the Company. All other contents of the Notice of the EGM, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

By order of the Board of Directors For RAJSHEE POLYPACK LIMITED Sd/Mitali Rajendra Shah Company Secretary & Compliance Officer

Place: Thane Date: October 28, 2023 Regd. Office: Lodha Supremus Unit No 503-504 5th Flr Road No. 22, Kishan Nagar, Nr New Passport Office, Wagle Estate, Thane - 400604

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