Letter of Offer

Dated: June 18, 2024

For Eligible Equity Shareholders Only

KSHITIJ POLYLINE LIMITED

Corporate Identification Number: L25209MH2008PLC180484
Our Company was originally incorporated on March 26, 2008 as “as Kshitij Polyline Private Limited” vide Registration no. 180484 (CIN: U25209MH2008PTC180484) under the provisions of the
Companies Act, 1956 with the Registrar of Companies, Mumbai. Subsequently, our Company was converted into Public Limited Company and consequently name of company was changed from “Kshitij
Polyline Private Limited” to “Kshitij Polyline Limited” vide resolution passed by the Shareholders at the Extra Ordinary General Meeting held on December 22, 2017 and a fresh certificate of incorporation
dated January 19, 2018 issued by the Registrar of Companies, Mumbai. For details of changes in our Name and Registered Office of the Company and other details, kindly refer to the section titled
“General Information” beginning on page no. 36 of this Letter of Offer.

Registered Office: 417/418, Dimple Arcade, Near Sai Dham temple, Thakur Complex, Kandivali (East), Mumbai - 400101.
Website: www.kshitijpolyline.co.in; E-Mail: [email protected]; Telephone No: +91 22 4223 4100
Company Secretary and Compliance Officer: Ms. Nikita Mehta

OUR PROMOTERS: MR. BHARAT HEMRAJ GALA, MR. HEMRAJ BHIMSHI GALA AND MRS. RITA BHARAT GALA

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF KSHITIJ POLYLINE LIMITED (OUR “COMPANY” OR THE
“ISSUER”) ONLY

THE ISSUE

RIGHT ISSUE OF UPTO 40521864 EQUITY SHARES OF FACE VALUE OF ₹ 2.00 EACH (“EQUITY SHARES” OR “RIGHTS EQUITY SHARES) OF
KSHITIJ POLYLINE LIMITED (“KPL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 6.40 PER RIGHTS EQUITY SHARE
INCLUDING A SHARE PREMIUM OF ₹ 4.40 PER RIGHTS EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO ₹ 2,593.40 LAKHS (“THE ISSUE
“) ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 4 RIGHTS EQUITY SHARE FOR
EVERY 5 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON TUESDAY,
JUNE 18, 2024 (THE “ISSUE”). FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE” BEGINNING ON PAGE 106 OF THIS LETTER OF OFFER.
THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 3.20 TIMES THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE
REFER TO THE CHAPTER TITLED “TERMS OF THE ISSUE” ON PAGE 106 OF THIS LETTER OF OFFER.

WILLFUL DEFAULTERS AND/OR FRAUDLENT BORROWERS

Neither our company, nor our Promoters, or Directors are or have been categorized as willful defaulters or fraudulent borrowers by bank or financial institutions (as defined
under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters or fraudulent borrowers issued by the Reserve Bank of India.

GENERAL RISK
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk with
such investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must
rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved
by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the investors is
invited to the section titled “Risk Factors” on page 22 of this Letter of Offer.

ISSUER’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company
and the Issue, which is material in the context of the Issue, and that the information contained in this Letter of Offer is true and correct in all material aspects and is not
misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this
Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares are listed on the National Stock Exchange of India Limited (“NSE” or “Stock Exchange”). Our Company has received ‘in-principle’ approvals
from NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide its letter dated April 5, 2024. Our Company will also make an application to the NSE
to obtain the trading approval for the Rights Entitlements as required under the SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2020/13) dated January 22, 2020. For the purpose
of this Issue, the Designated Stock Exchange is NSE.

REGISTRAR TO THE ISSUE

KFIN TECHNOLOGIES LIMITED

Selenium Tower-B, Plot No. 31-32, Gachibowli, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Telangana – 500 032.
Tel: +91-40-6716 2222/+91 1800 309 4001;
Fax No.: +91-40-6716 1563
Email: [email protected]
Website: www.kfintech.com
Investors Grievance E-mail: [email protected]
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221
CIN: L72400TG2017PLC117649
ISSUE PROGRAMME

ISSUE OPENS ON LAST DATE FOR ON MARKET RENUNCIATION* ISSUE CLOSES ON**

TUESDAY, JUNE 25, 2024 WEDNESDAY, JULY 3, 2024 TUESDAY, JULY 9, 2024
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the
Renouncee(s) on or prior to the Issue Closing Date.
**Our Board or a Rights Issue Committee thereof will have the right to extend the Issue period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date
(inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
THE PAGE HAS BEEN KEPT BLANK INTENTIONALLY
 TABLE OF CONTENTS
SECTION I – GENERAL ............................................................................................................................................................ 3
DEFINITION AND ABBREVIATIONS .................................................................................................................................... 3
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ........................................................................... 12
FORWARD – LOOKING STATEMENTS .............................................................................................................................. 14
NOTICE TO INVESTORS .................................................................................................................................................... 16
SECTION II - SUMMARY OF LETTER OF OFFER ........................................................................................................... 18
SECTION III - RISK FACTOR ................................................................................................................................................ 22
SECTION IV – INTRODUCTION ........................................................................................................................................... 34
THE ISSUE ............................................................................................................................................................................... 34
GENERAL INFORMATION ................................................................................................................................................... 36
CAPITAL STRUCTURE .......................................................................................................................................................... 40
SECTION V – PARTICULARS OF THE ISSUE.................................................................................................................... 43
OBJECTS OF THE ISSUE ....................................................................................................................................................... 43
STATEMENT OF SPECIAL TAX BENEFITS ....................................................................................................................... 50
SECTION VI – ABOUT THE COMPANY .............................................................................................................................. 53
INDUSTRY OVERVIEW ...................................................................................................................................................... 53
BUSINESS OVERVIEW .......................................................................................................................................................... 59
OUR MANAGEMENT............................................................................................................................................................. 68
OUR PROMOTERS AND PROMOTER GROUP ................................................................................................................... 77
DIVIDEND POLICY ................................................................................................................................................................ 80
SECTION VII – FINANCIAL INFORMATION .................................................................................................................... 81
FINANCIAL STATEMENTS .................................................................................................................................................. 81
MATERIAL DEVELOPMENTS.............................................................................................................................................. 82
ACCOUNTING RATIOS ......................................................................................................................................................... 83
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS ..... 85
SECTION VIII – LEGAL AND OTHER INFORMATION................................................................................................... 93
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ............................................................................. 93
GOVERNMENT APPROVALS ............................................................................................................................................... 98
SECTION – IX – OTHER REGULATORY AND STATUTORY DISCLOSURES .......................................................... 100
SECTION X – ISSUE RELATED INFORMATION ............................................................................................................ 106
TERMS OF ISSUE ............................................................................................................................................................... 106
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................................. 128
SECTION XI – OTHER INFORMATION ............................................................................................................................ 129
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION................................................................................ 129
DECLARATION .................................................................................................................................................................... 130

Page | 2
 SECTION I – GENERAL

DEFINITION AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading
the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for
the convenience of the reader/prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as defined hereunder.
References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be
deemed to include all amendments, supplements or re-enactments and modifications there to notified from time to time
and any reference to a statutory provision shall include any subordinate legislation made from time to time under such
provision.

Provided that terms used in the sections/chapters titled “Industry Overview”, “Summary of Letter of Offer”, “Financial
Information”, “Statement of Special Tax Benefits”, “Outstanding Litigation and Material Developments” and “Issue
Related Information” on pages 53, 18, 81, 50, 93, and 106 respectively, shall, unless indicated otherwise, have the
meanings ascribed to such terms in the respective sections/chapters.

GENERAL TERMS

Term Description
“Kshitij Polyline Limited”, “our Kshitij Polyline Limited, a public limited company incorporated under the
Company”, “the Company”, “the Companies Act, 1956, having its registered office at 417/418, Dimple Arcade,
Issuer” Near Sai Dham temple, Thakur Complex, Kandivali (East), Mumbai - 400101
“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company.

COMPANY RELATED TERMS

Term Description
“Annual Audited Financial The audited financial statements of our Company prepared under Ind AS for
Statements Fiscal 2022, 2023 and 2024 prepared in line with Ind AS notified under the
Companies Act, 2013, as amended read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended.
“Articles” / “Articles of Articles / Articles of Association of our Company, as amended from time to time.
Association” / “AoA”
“Audit Committee” Audit Committee of our Board, as describe in “Our Management-Committee of
our Board” on page No. 68.
“Auditor” / “Statutory Auditor”/ Statutory and peer review auditor of our Company, namely, M/s. VRCA &
“Peer Review Auditor” Associates, Chartered Accountants, Mumbai.
“Board”/ “Board of Directors” Board of directors of our Company or a duly constituted committee thereof.
“Chairman” Mr. Mahendra Kumar Jain, the Chairman of the Company.
“Chief Financial Officer / CFO” Mr. Mahendra Kumar Jain, the Chief Financial Officer of our Company.
“Company Secretary and Ms. Nikita Mehta, the Company Secretary and the Compliance Officer of our
Compliance Officer” Company.
“Director(s)” The director(s) on the Board of our Company, unless otherwise specified.
“Equity Shareholder” A holder of Equity Shares of our company.
“Equity Shares” Equity shares of our Company of face value of ₹ 2 each.
“Executive Directors” Executive directors of our Company.

Page | 3
 Term Description
“Independent Director(s)” The independent director(s) of our Company, in terms of Section 2 (47) and
Section 149(6) of the Companies Act, 2013.
“Key Management Personnel” / Key management personnel of our Company in terms of the Companies Act,
“KMP” 2013 and the SEBI ICDR Regulations as described in this Letter of Offer.
“Memorandum of Association” / Memorandum of Association of our Company, as amended from time to time.
“MoA”
“Nomination and Remuneration Nomination and remuneration committee of our Board, as described in “Our
Committee” Management – Committees of our Board” on page 68.
“Non-executive Directors” Non-executive Directors of our Company.
“Non-Executive and Independent Non-executive and independent directors of our Company, unless otherwise
Director” specified
“Promoters” Mr. Bharat Hemraj Gala, Mr. Hemraj Bhimshi Gala and Mrs. Rita Bharat Gala
are the Promoters of our Company. For further details, see “Our Promoters and
Promoter Group” on page 77 of this Letter of Offer.
“Promoter Group” Persons and entities forming part of the promoter group of our Company as
determined in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations
“Registered Office” The registered office of our Company is located at Office no. 417/418, Dimple
Arcade, Near Sai Dham temple, Thakur Complex, Kandivali (East), Mumbai -
400101
“Registrar of Companies”/ “ROC” Registrar of Companies, Mumbai situated at 100, Everest, Marine Drive,
Mumbai-400002, Maharashtra
“Rights Issue Committee” The committee of our Board constituted / designated for purposes of the Issue
and incidental matters thereof.
“Shareholders / Equity The Equity Shareholders of our Company, from time to time.
Shareholders”

ISSUE RELATED TERMS

Term Description
Abridged Letter of Offer Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with
respect to the Issue in accordance with the provisions of the SEBI ICDR
Regulations and the Companies Act.
Additional Right Equity Shares The Rights Equity shares applied or allotted under the issue in addition to the
Rights Entitlements.
Allot/Allotment/Allotted Allotment of Rights Equity Shares pursuant to the Issue.
Allotment Account The account opened with the Banker(s) to the Issue, into which the Application
Money lying to the credit of the escrow account(s) and amounts blocked by
Application Supported by Blocked Amount in the ASBA Account, with respect
to successful Applicants will be transferred on the Transfer Date in accordance
with Section 40(3) of the Companies Act.
Allotment Account Bank Bank(s) which are clearing members and registered with SEBI as bankers to an
issue and with whom the Allotment Accounts will be opened, in this case being,
Axis Bank Limited.
Allotment Advice Note, advice or intimation of Allotment sent to each successful Applicant who
has been or is to be Allotted the Rights Equity Shares pursuant to the Issue.
Allotment Date Date on which the Allotment is made pursuant to this Issue.
Allottee(s) Persons to whom the Rights Equity Shares are Allotted pursuant to the Issue.

Page | 4
 Term Description
Applicant(s) / Investor(s) Eligible Equity Shareholder(s) and/or Renouncee (s) who make an application
for the Rights Equity Shares pursuant to the Issue in terms of this Letter of Offer,
including an ASBA Investor.
Application Application made through submission of the Application Form or plain paper
Application to the Designated Branch of the SCSBs or online/ electronic
application through the website of the SCSBs (if made available by such SCSBs)
under the ASBA process to subscribe to the Rights Equity Shares at the Issue
Price.
Application Form Unless the context otherwise requires, an application form (including online
application form available for submission of application though the website of
the SCSBs (if made available by such SCSBs) under the ASBA process) used by
an Applicant to make an application for the Allotment of Rights Equity Shares
in this Issue.
Application Money Aggregate amount payable in respect of the Rights Equity Shares applied for in
the Issue at the Issue Price.
Application Supported by Blocked Application (whether physical or electronic) used by ASBA Applicants to make
Amount/ASBA an Application authorizing a SCSB to block the Application Money in the ASBA
Account
ASBA Account Account maintained with a SCSB and specified in the Application Form or plain
paper application, as the case may be, for blocking the amount mentioned in the
Application Form or the plain paper application, in case of Eligible Equity
Shareholders, as the case may be.
ASBA Applicant / ASBA Investor As per the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22,
2020, all investors (including renouncees) shall make an application for a rights
issue only through ASBA facility.
ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications thereto
as permitted under the SEBI ICDR Regulations.
Banker(s) to the Issue Collectively, the Escrow Collection Bank and the Refund Banks to the Issue, in
this case being Axis Bank Limited.
Bankers to the Issue Agreement Agreement dated May 27, 2024 entered into by and amongst our Company, the
Registrar to the Issue and the Bankers to the Issue for collection of the
Application Money from Applicants/Investors, transfer of funds to the Allotment
Account and where applicable, refunds of the amounts collected from
Applicants/Investors, on the terms and conditions thereof.
Basis of Allotment The basis on which the Rights Equity Shares will be Allotted to successful
applicants in the Issue and which is described in “Terms of the Issue” on page
No. 106.
Controlling Branches/ Controlling Such branches of SCSBs, which coordinate Bids under the Issue with the
Branches of the SCSBs Registrar and the Stock Exchange, a list of which is available on the website of
SEBI at http://www.sebi.gov.in.
Demographic Details Details of Investors including the Investor’s address, name of the Investor’s
father/ husband, investor status, occupation and bank account details, where
applicable.
Depository(ies) NSDL and CDSL or any other depository registered with SEBI under the
Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018 as amended from time to time read with the Depositories Act,
1996.
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms submitted by
ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i

Page | 5
 Term Description
ntmId=35, updated from time to time, or at such other website as may be
prescribed by SEBI from time to time.
Designated Stock Exchange National Stock Exchange of India Limited (NSE)
Draft Letter of Offer / DLOF This Draft Letter of Offer dated February 20, 2024 filed with the Stock Exchange
and submitted with SEBI.
Eligible Equity Shareholders Existing Equity Shareholders as on the Record Date i.e. Tuesday, June 18, 2024.
Please note that the investors eligible to participate in the Issue exclude certain
overseas shareholders.
Escrow Collection Bank Banks which are clearing members and registered with SEBI as bankers to an
issue and with whom Escrow Account(s) will be opened, in this case being Axis
Bank Limited.
FII / Foreign Institutional Investors Foreign Institutional Investor [as defined under SEBI (Foreign Institutional
Investors) Regulations, 1995, as amended] registered with SEBI under applicable
laws in India.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of
Fugitive Economic Offenders Act, 2018

IEPF Investor Education and Protection Fund

ISIN International securities identification number is INE013801027
Issue / Rights Issue Up to 40521864 Equity Shares of face value of ₹ 2 each for cash at a price of ₹
6.40 (Including a premium of ₹ 4.40) per Rights Equity Share aggregating to ₹
2,593.40 Lakhs on a rights basis to the Eligible Equity Shareholders of our
Company in the ratio of 4 Rights Equity Shares for every 5 Equity Shares held
by the Eligible Equity Shareholders of our Company on the Record Date.
Issue Closing Date Tuesday, July 9, 2024
Issue Opening Date Tuesday, June 25, 2024
Issue Period The period between the Issue Opening Date and the Issue Closing Date, inclusive
of both days, during which Applicants/Investors can submit their applications, in
accordance with the SEBI ICDR Regulations.
Issue Price ₹ 6.40 per Rights Equity Share including Premium of ₹ 4.40 per Equity Share.
Issue Proceeds Gross proceeds of the Issue.
Issue Size Up to 40521864 Equity Shares of face value of ₹ 2 each for cash at a price of ₹
6.40 (Including a premium of ₹ 4.40) per Rights Equity Share aggregating to ₹
2,593.40 Lakhs.
Letter of Offer / LOF This letter of offer dated June 18, 2024 filed with the Stock Exchange and
submitted with SEBI.
Net Proceeds Proceeds of the Issue less our Company’s share of Issue related expenses. For
further information about the Issue related expenses, see “Object of the Issue” on
page 43 of this Letter of Offer.
Net Worth Net worth as defined under Section 2(57) of the Companies act 2013
Non-ASBA Investor/ Non-ASBA Investors other than ASBA Investors who apply in the Issue otherwise than
Applicant through the ASBA process comprising Eligible Equity Shareholders holding
Equity Shares in physical form or who intend to renounce their Rights
Entitlement in part or full and Renouncees.
Non-Institutional Bidders or NIIs An Investor other than a Retail Individual Investor or Qualified Institutional
Buyer as defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations.
Off Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by

Page | 6
 Term Description
transferring them through off market transfer through a depository participant in
accordance with the SEBI Rights Issue Circulars and the circulars issued by the
Depositories, from time to time, and other applicable laws.
On Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by trading
them over the secondary market platform of the Stock Exchange through a
registered stockbroker in accordance with the SEBI Rights Issue Circulars and
the circulars issued by the Stock Exchange, from time to time, and other
applicable laws, on or before Wednesday, July 3, 2024.
QIBs or Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
Buyers ICDR Regulations.
Record Date Designated date for the purpose of determining the Equity Shareholders eligible
to apply for Rights Equity Shares, being Tuesday, June 18, 2024.
Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in
this case being, Axis Bank Limited.
“Registrar to the Issue” Kfin Technologies Limited
Registrar Agreement Agreement dated February 9, 2024 entered into among our Company and the
Registrar in relation to the responsibilities and obligations of the Registrar to the
Issue pertaining to the Issue.
Renouncee(s) Person(s) who has/have acquired Rights Entitlements from the Eligible Equity
Shareholders on renunciation either through On Market Renunciation or through
Off Market Renunciation in accordance with the SEBI ICDR Regulations, the
SEBI– Rights Issue Circular, the Companies Act and any other applicable law.
Renunciation Period The period during which the Investors can renounce or transfer their Rights
Entitlements, which shall commence from the Issue Opening Date. Such period
shall close on Wednesday, July 3, 2024 in case of On Market Renunciation.
Eligible Equity Shareholders are requested to ensure that renunciation through
off-market transfer is completed in such a manner that the Rights Entitlements
are credited to the demat account of the Renouncee on or prior to the Issue
Closing Date.
Retail Individual Bidders(s)/Retail An individual Investor (including an HUF applying through karta) who has
Individual Investor(s)/ applied for Rights Equity Shares and whose Application Money is not more than
RII(s)/RIB(s) ₹ 200,000 in the Issue as defined under Regulation 2(1)(vv) of the SEBI ICDR
Regulations
Rights Entitlements The number of Rights Equity Shares that an Eligible Equity Shareholder is
entitled to in proportion to the number of Equity Shares held by the Eligible
Equity Shareholder on the Record Date, being Tuesday, June 18, 2024, 4 Rights
Equity Shares for every 5 Equity Shares held on the Record Date.
Pursuant to the provisions of the SEBI ICDR Regulations and the SEBI – Rights
Issue Circular, the Rights Entitlements shall be credited in dematerialized form
in respective demat accounts of the Eligible Equity Shareholders before the Issue
Opening Date.
Rights Entitlement Letter Letter including details of Rights Entitlements of the Eligible Equity
Shareholders. The Rights Entitlements will also accessible on the website of our
Company and Registrar.
Rights Equity Shares Equity Shares of our Company to be Allotted pursuant to this Issue.
SEBI Rights Issue Circulars Collectively, SEBI circular, bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020.
Self-Certified Syndicate Banks” or The banks registered with SEBI, offering services (i) in relation to ASBA (other
“SCSBs than through UPI mechanism), a list of which is available on the website of SEBI
at

Page | 7
 Term Description
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=35, as applicable, or such other website as updated from time to time,
and (ii) in relation to ASBA (through UPI mechanism), a list of which is available
on the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=40 or such other website as updated from time to time
Stock Exchanges Stock exchange where the Equity Shares are presently listed, being National
Stock Exchange of India (NSE).
Transfer Date The date on which the amount held in the escrow account(s) and the amount
blocked in the ASBA Account will be transferred to the Allotment Account, upon
finalization of the Basis of Allotment, in consultation with the Designated Stock
Exchange.
Wilful Defaulter A Company or person, as the case may be, categorized as a wilful defaulter or
Fraudulent Borrower by any bank or financial institution or consortium thereof,
in accordance with the guidelines on wilful defaulters issued by the RBI,
including any company whose director or promoter is categorized as such.
Working Days All days other than second and fourth Saturday of the month, Sunday or a public
holiday, on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid/Issue
Period, Term Description the term Working Day shall mean all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai
are open for business; and (c) the time period between the Bid/Issue Closing Date
and the listing of the Equity Shares on the Stock Exchange. “Working Day” shall
mean all trading days of the Stock Exchange, excluding Sundays and bank
holidays, as per the circulars issued by SEBI.

CONVENTIONAL AND GENERAL TERMS OR ABBREVIATIONS

Term Description
A/c Account
AGM Annual general meeting
AIF Alternative investment fund, as defined and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
AS Accounting Standards issued by the Institute of Chartered Accountants of India
CDSL Central Depository Services (India) Limited.
CFO Chief Financial Officer
CIN Corporate Identification Number
Companies Act, 2013 / Companies Companies Act, 2013 along with rules made thereunder.
Act
Companies Act 1956 Companies Act, 1956, and the rules thereunder (without reference to the
provisions thereof that have ceased to have effect upon the notification of the
Notified Sections).
CSR Corporate Social Responsibility
Depository(ies) A depository registered with SEBI under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996.

Page | 8
 Term Description
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
EGM Extraordinary General Meeting
EPS Earnings per share
ESI Act Employees’ State Insurance Act, 1948
FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance with
the FEMA
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder
FEMA Regulations The Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2017.
Financial Year/Fiscal The period of 12 months commencing on April 1 of the immediately preceding
calendar year and ending on March 31 of that particular calendar year
FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations, provided that any FII who holds a valid certificate of registration
shall be deemed to be an FPI until the expiry of the block of three years for
which fees have been paid as per the Securities and Exchange Board of India
(Foreign Institutional Investors) Regulations, 1995
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000)
registered with SEBI
GDP Gross Domestic Product
GoI / Government The Government of India
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Income Tax Act / IT Act Income Tax Act, 1961
Ind AS The Indian Accounting Standards referred to in the Companies (Indian
Accounting Standard) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India
Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended
Insolvency Code Insolvency and Bankruptcy Code, 2016, as amended
INR or ₹ or Rs. Or Indian Rupees Indian Rupee, the official currency of the Republic of India.
ISIN International Securities Identification Number
IT Information Technology
MCA The Ministry of Corporate Affairs, GoI

Page | 9
 Term Description
Mn / mn Million
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
N.A. or NA Not Applicable
NAV Net Asset Value
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA
and are currently in effect.
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB A company, partnership, society or other corporate body owned directly or
indirectly to the extent of atleast 60% by NRI’s including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date was eligible to undertake transactions pursuant to
general permission granted to OCBs under FEMA. OCBs are not allowed to
invest in the Issue.
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after Tax
Payment of Bonus Act Payment of Bonus Act, 1965
Payment of Gratuity Act Payment of Gratuity Act, 1972
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended
Regulation S Regulation S under the United States Securities Act of 1933, as amended
SCRA Securities Contract (Regulation) Act, 1956 of 1933, as amended
SCRR The Securities Contracts (Regulation) Rules, 1957 as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014, as amended
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, as amended
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996
Securities Act The United States Securities Act of 1933.
STT Securities Transaction Tax
State Government The government of a state in India
Trademarks Act Trademarks Act, 1999
TDS Tax deducted at source

Page | 10
 Term Description
US$/ USD/ US Dollar United States Dollar, the official currency of the United States of America
USA/ U.S./ US United States of America, its territories and possessions, any state of the United
States of America and the District of Columbia
U.S. GAAP Generally Accepted Accounting Principles in the United States of America

INDUSTRY RELATED TERMS

Term Description
CSO Central Statistics Office
DIPP Department of Industrial Policies and Promotion
EDP Entrepreneurship Development Programme
EPA Environmental Protection Agency
EPFO Employees’ Provident Fund Organisation
ESI Employee State Insurance
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FIPB Foreign Investment Promotion Board
FY Financial Year
GDP Gross Domestic Product
GST Goods and Services Tax
GVA Gross Value Added
HACCP Hazard Analysis and Critical Control Points
IMF International Monetary Fund
IVFA India Value Fund Advisors
MEIS Merchandise Exports from India Scheme
M-SIPS Modified Special Incentive Package Scheme
MSME Micro, Small & Medium Enterprises
MYEA Mid-Year Economic Analysis
PMGKY Pradhan Mantri Garib Kalyan Yojana
RBI Reserve Bank of India
UDAY Ujwal DISCOM Assurance Yojana Scheme
UNIDO United Nations Industrial Development Organization
US/ U.S./ USA United States of America
WPI Wholesale Price Index
FMCG Fast Moving Consumer Goods
PP Sheet Polypropylene Sheet

Page | 11
 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” contained in this Letter of Offer are to the Republic of India and its territories and possessions
and all references herein to the “Government”, “Indian Government”, “GOI”, Central Government” or the “State
Government” are to the Government of India, central or state, as applicable.

Unless otherwise specified or the context otherwise requires, all references in this Letter of Offer to the ‘US’ or ‘U.S.’ or
the ‘United States’ are to the United States of America and its territories and possessions.

Unless otherwise specified, any time mentioned in this Letter of Offer is in Indian Standard Time (“IST”). Unless indicated
otherwise; all references to a year in this Letter of Offer are to a calendar year.

A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable.

Unless stated otherwise, all references to page numbers in this Letter of Offer are to the page numbers of this Letter of
Offer.

Financial Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Letter of
Offer has been derived from our Financial Statements. For details, please see “Financial Information” on page 81. Our
Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references to a
particular financial year, unless stated otherwise, are to the twelve (12) month period ended on March 31 of that year.

The GOI has adopted the Indian accounting standards (“Ind AS”), which are converged with the International Financial
Reporting Standards of the International Accounting Standards Board (“IFRS”) and notified under Section 133 of the
Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (the “Ind AS Rules”).

The Financial Statements of our Company for the Financial Years ended March 2022, 2023 and 2024 are prepared in
accordance with Ind AS as prescribed under Section 133 of Companies Act read with the Ind AS Rules and other the
relevant provisions of the Companies Act and restated in accordance with the SEBI ICDR Regulations and the Guidance
Note on Reports in Company Prospectuses (revised), 2019, issued by the ICAI. Our Company publishes its financial
statements in Rupees.

In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off and unless otherwise specified all financial numbers in parenthesis represent negative figures. Our Company
has presented all numerical information in this Letter of Offer in “lakh” units or in whole numbers where the numbers have
been too small to represent in lakh. One lakh represents 1,00,000 and one million represents 1,000,000.

There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a reconciliation of the
financial information to IFRS or US GAAP. Our Company has not attempted to also explain those differences or quantify
their impact on the financial data included in this Letter of Offer, and you are urged to consult your own advisors regarding
such differences and their impact on our financial data. Accordingly, the degree to which the financial information included
in this Letter of Offer will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting policies and practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by
persons not familiar with these accounting principles and regulations on our financial disclosures presented in this Letter
of Offer should accordingly be limited. For further information, see “Financial Information” on page 81.

Certain figures contained in this Letter of Offer, including financial information, have been subject to rounded off
adjustments. All figures in decimals (including percentages) have been rounded off to one or two decimals. However,
where any figures that may have been sourced from third-party industry sources are rounded off to other than two decimal
points in their respective sources, such figures appear in this Letter of Offer rounded-off to such number of decimal points
as provided in such respective sources. In this Letter of Offer, (i) the sum or percentage change of certain numbers may
not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not
conform exactly to the total figure given for that column or row. Any such discrepancies are due to rounding off.

Page | 12
Currency and Units of Presentation

All references to:

 “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;
 “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America; and
 “Euro” or “€” are to Euros, the official currency of the European Union.

Our Company has presented certain numerical information in this Letter of Offer in “lakh” or “Lac” units or in whole
numbers. One lakh represents 1,00,000 and one million represents 1,000,000. All the numbers in the document have been
presented in lakh or in whole numbers where the numbers have been too small to present in lakh. Any percentage amounts,
as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Conditions and
Results of Operation” and elsewhere in this Letter of Offer, unless otherwise indicated, have been calculated based on our
Restated Financial Information.

Exchange Rates

This Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have been presented
solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that
these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian
Rupee and other foreign currencies:

Currency Exchange rate as on

March 31, 2024 March 31, 2023 March 31, 2022
1 USD 83.3739 82.2169 75.8071
1 Euro 90.2178 89.6076 89.6076
(Source: RBI reference rate https://www.fbil.org.in/#/home)
Industry and Market Data

Unless stated otherwise, industry and market data used in this Letter of Offer has been obtained or derived from publicly
available information as well as industry publications and sources.

Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed
and their reliability cannot be assured.

Although we believe the industry and market data used in this Letter of Offer is reliable, it has not been independently
verified by us, or any of affiliates or advisors. The data used in these sources may have been reclassified by us for the
purposes of presentation. Data from these sources may also not be comparable. Such data involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors” on
page 22 of this Letter of Offer. Accordingly, investment decisions should not be based solely on such information.

The extent to which the market and industry data used in this Letter of Offer is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which the business of our Company is conducted, and methodologies and assumptions
may vary widely among different industry source.

Page | 13
 FORWARD – LOOKING STATEMENTS

Certain statements contained in this Letter of Offer that are not statements of historical fact constitute ‘forward-looking
statements.’ Investors can generally identify forward-looking statements by terminology including ‘anticipate’, ‘believe’,
‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘future’, ‘forecast’, ‘intend’, ‘may’, ‘objective’, ‘plan’, ‘potential’, ‘project’,
‘pursue’, ‘shall’, ‘should’, ‘target’, ‘will’, ‘would’ or other words or phrases of similar import. Similarly, statements that
describe our objectives, plans or goals are also forward- looking statements. However, these are not the exclusive means
of identifying forward-looking statements. All statements regarding our Company’s expected financial conditions, results
of operations, business plans and prospects are forward-looking statements. These forward-looking statements may include
planned projects, revenue and profitability (including, without limitation, any financial or operating projections or
forecasts) and other matters discussed in this Letter of Offer that are not historical facts.

These forward-looking statements contained in this Letter of Offer (whether made by our Company or any third party), are
predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual
results, performance or achievements of our Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or other projections. All forward-looking
statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ
materially from those contemplated by the relevant forward- looking statement. Important factors that could cause our
actual results, performances and achievements to differ materially from any of the forward-looking statements include,
among others:

 performance of the industries in which our clients operate;

 performance of our key clients and our relationship with our intermediaries;
 adverse effect of competition on our market share and profits;
 changes in technology and our ability to manage any disruption or failure of our technology systems;
 our ability to:
• manage our growth effectively;
• manage our credit risk;
• manage our quality of services;
 hire and retain senior management personnel and other skilled manpower;
 manage cost of compliance with labor laws or other regulatory developments;
 manage our operating costs;
 manage breakdown or failure of equipment, power supply or processes, natural disasters and accidents;
 successfully implement our business strategies and expansion plans;
 maintain effective internal controls;
 adequate and timely supply of assets necessary for our operations such as vehicles and equipment;
 state of road, air and other transportation infrastructure in India;
 changes in general, political, social and economic conditions in India and elsewhere;
 general levels of GDP growth, and growth in employment and personal disposable income; and
 Economic uncertainties, fiscal crises or instability in India.

For further discussion of factors that could cause the actual results to differ from our estimates and expectations, see “Risk
Factors”, “Business Overview” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” beginning on pages 22, 59 and 85 respectively, of this Letter of Offer. By their nature, certain market risk
disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual
gains or losses could materially differ from those that have been estimated.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct.
Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not
to regard such statements as a guarantee of future performance.

Page | 14
Forward-looking statements reflect the current views of our Company as at the date of this Letter of Offer and are not a
guarantee or assurance of future performance. These statements are based on our management’s beliefs and assumptions,
which in turn are based on currently available information. Although we believe the assumptions upon which these forward-
looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-
looking statements based on these assumptions could be incorrect. Accordingly, we cannot assure investors that the
expectations reflected in these forward-looking statements will prove to be correct and given the uncertainties, investors
are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties
materialize, or if any of our Company’s underlying assumptions prove to be incorrect, the actual results of operations or
financial condition of our Company could differ materially from that described herein as anticipated, believed, estimated
or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in their entirety
by reference to these cautionary statements. None of our Company, our Directors, nor any of their respective affiliates has
any obligation to update or otherwise revise any statements reflecting circumstances arising after the date of this Letter of
Offer or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with the SEBI ICDR Regulations, our Company will ensure that investors are informed of material
developments from the date of this Letter of Offer until the time of receipt of the listing and trading permissions from the
Stock Exchanges.

Page | 15
 NOTICE TO INVESTORS

The distribution of this Letter of Offer, the Abridged Letter of Offer, Application Form and Rights Entitlement Letter and
the issue of Rights Entitlement and Rights Equity Shares to persons in certain jurisdictions outside India may be restricted
by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer, the Abridged
Letter of Offer or Application Form may come are required to inform themselves about and observe such restrictions. Our
Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch through email and
courier this Letter of Offer / Abridged Letter of Offer, Application Form and Rights Entitlement Letter only to Eligible
Equity Shareholders who have a registered address in India or who have provided an Indian address to our Company.
Further, this Letter of Offer will be provided, through email and courier, by the Registrar on behalf of our Company to the
Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions
where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who
make a request in this regard. Investors can also access this Letter of Offer, the Abridged Letter of Offer and the Application
Form from the websites of the Registrar, our Company, the Stock Exchanges.

No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose.
Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or indirectly, and this
Letter of Offer, the Abridged Letter of Offer or any offering materials or advertisements in connection with the Issue may
not be distributed, in whole or in part, in any jurisdiction, except in accordance with legal requirements applicable in such
jurisdiction. Receipt of this Letter of Offer or the Abridged Letter of Offer will not constitute an offer in those jurisdictions
in which it would be illegal to make such an offer and, in those circumstances, this Letter of Offer and the Abridged Letter
of Offer must be treated as sent for information purposes only and should not be acted upon for subscription to the Rights
Equity Shares and should not be copied or redistributed. Accordingly, persons receiving a copy of this Letter of Offer or
the Abridged Letter of Offer or Application Form should not, in connection with the issue of the Rights Equity Shares or
the Rights Entitlements, distribute or send this Letter of Offer or the Abridged Letter of Offer to any person outside India
where to do so, would or might contravene local securities laws or regulations. If this Letter of Offer or the Abridged Letter
of Offer or Application Form is received by any person in any such jurisdiction, or by their agent or nominee, they must
not seek to subscribe to the Rights Equity Shares or the Rights Entitlements referred to in this Letter of Offer, the Abridged
Letter of Offer or the Application Form.

Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in the Issue
will be deemed to have declared, represented, warranted and agreed that such person is authorised to acquire the Rights
Entitlements or the Rights Equity Shares in compliance with all applicable laws and regulations prevailing in his
jurisdiction. Our Company, the Registrar or any other person acting on behalf of our Company reserves the right to treat
any Application Form as invalid where they believe that Application Form is incomplete or acceptance of such Application
Form may infringe applicable legal or regulatory requirements and we shall not be bound to allot or issue any Rights Equity
Shares or Rights Entitlement in respect of any such Application Form.

Neither the delivery of this Letter of Offer, the Abridged Letter of Offer, Application Form and Rights Entitlement Letter
nor any sale hereunder, shall, under any circumstances, create any implication that there has been no change in our
Company’s affairs from the date hereof or the date of such information or that the information contained herein is correct
as at any time subsequent to the date of this Letter of Offer and the Abridged Letter of Offer and the Application Form and
Rights Entitlement Letter or the date of such information.

THE CONTENTS OF THIS LETTER OF OFFER SHOULD NOT BE CONSTRUED AS LEGAL, TAX OR
INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO ADVERSE FOREIGN, STATE
OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF THE OFFER RIGHTS OF EQUITY
SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT THEIR
OWN COUNSEL, BUSINESS ADVISOR AND TAX ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND
RELATED MATTERS CONCERNING THE OFFER OF EQUITY SHARES. IN ADDITION, OUR COMPANY
IS NOT MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE EQUITY
SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE EQUITY SHARES BY SUCH
OFFEREE OR PURCHASER UNDER ANY APPLICABLE LAWS OR REGULATIONS.

NO OFFER IN THE UNITED STATES

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Securities Act or
the securities laws of any state of the United States and may not be offered or sold in the United States of America or the
territories or possessions thereof (“United States”), except in a transaction not subject to, or exempt from, the registration
requirements of the Securities Act and applicable state securities laws. The offering to which this Letter of Offer relates is

Page | 16
not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement for
sale in the United States or as a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights Entitlement.
There is no intention to register any portion of the Issue or any of the securities described herein in the United States or to
conduct a public offering of securities in the United States. Accordingly, this Letter of Offer / Abridged Letter of Offer and
the enclosed Application Form and Rights Entitlement Letters should not be forwarded to or transmitted in or into the
United States at any time. In addition, until the expiry of 40 days after the commencement of the Issue, an offer or sale of
Rights Entitlements or Rights Equity Shares within the United States by a dealer (whether or not it is participating in the
Issue) may violate the registration requirements of the Securities Act.

Neither our Company nor any person acting on our behalf will accept a subscription or renunciation from any person, or
the agent of any person, who appears to be, or who our Company or any person acting on our behalf has reason to believe
is in the United States when the buy order is made. Envelopes containing an Application Form and Rights Entitlement
Letter should not be postmarked in the United States or otherwise dispatched from the United States or any other
jurisdiction where it would be illegal to make an offer, and all persons subscribing for the Rights Equity Shares Issue and
wishing to hold such Equity Shares in registered form must provide an address for registration of these Equity Shares in
India. Any person who acquires Rights Entitlements and the Rights Equity Shares will be deemed to have declared,
represented, warranted and agreed that, (i) it is not and that at the time of subscribing for such Rights Equity Shares or the
Rights Entitlements, it will not be, in the United States, and (ii) it is authorized to acquire the Rights Entitlements and the
Rights Equity Shares in compliance with all applicable laws and regulations.

Our Company reserves the right to treat any Application Form as invalid which: (i) does not include the certification set
out in the Application Form to the effect that the subscriber is authorised to acquire the Rights Equity Shares or Rights
Entitlement in compliance with all applicable laws and regulations; (ii) appears to us or our agents to have been executed
in or dispatched from the United States; or (iii) where our Company believes that Application Form is incomplete or
acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our Company shall not
be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such Application Form.

The Rights Entitlements may not be transferred or sold to any person in the United States.

The Rights Entitlements and the Rights Equity Shares have not been approved or disapproved by the US Securities and
Exchange Commission (the “US SEC”), any state securities commission in the United States or any other US regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Rights
Entitlements, the Rights Equity Shares or the accuracy or adequacy of this Letter of Offer.

Any representation to the contrary is a criminal offence in the United States.

The above information is given for the benefit of the Applicants / Investors. Our Company is not liable for any amendments
or modification or changes in applicable laws or regulations, which may occur after the date of this Letter of Offer / Letter
of Offer.

Investors are advised to make their independent investigations and ensure that the number of Rights Equity Shares applied
for do not exceed the applicable limits under the applicable laws or regulations.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR
COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR
DISTRIBUTED TO ANY OTHER PERSON.

Page | 17
 SECTION II - SUMMARY OF LETTER OF OFFER

The following is a general summary of the terms of this Issue, and should be read in conjunction with and is qualified by
the more detailed information appearing in this Letter of Offer, including the sections titled “Risk Factors”, “The Issue”,
“Capital Structure”, “Objects of the Issue”, “Business Overview”, “Industry Overview”, “Outstanding Litigation and
Material Developments” and “Terms of the Issue” on pages 22, 34, 40, 43, 59, 53, 93 and 106 respectively.

SUMMARY OF INDUSTRY

The world economy has experienced a contraction in GDP growth during the pandemic i.e. in CY 20. However, the
governments and central banks globally have taken decisive actions by implementing fiscal and monetary stimulus
measures to bolster the process of economic recovery. Further, the gradual recovery of global supply chains and increased
international trade have contributed to the positive growth trajectory. These well-calibrated initiatives and the recovery to
global supply-chain have been directed towards reinstating consumer and business confidence, stimulating demand, and
achieving stability in financial markets. As a result of these concerted efforts, multiple countries and regions have
demonstrated encouraging signs of economic revival and notable growth.

The economies of India and China witnessed remarkable growth in nominal GDP during the calendar year 2021 and 2022,
following the COVID-19 pandemic. India demonstrated a substantial year-on-year nominal GDP growth rate of 21.8% in
CY 21 followed by a growth of 11.7% in CY 22. Meanwhile China experienced a notable growth rate of 20.4% in CY 21
and 6.2% growth in CY 22. On the other hand, major economies like the United States and Germany reported GDP growth
rates of 10.4% and 10.3% respectively during CY 21 followed by 9% and 4.7% GDP growths in CY 22. Japan, however,
experienced a negative growth in GDP (-2.0%) during CY 21. Nevertheless, in CY 22, Japan’s GDP rebounded with a
growth rate of 2%.

India Stationery Market Shipment Analysis

India Stationery Market registered a growth of 75.22% in value shipments in 2022 as compared to 2021 and a decrease of
-0.21% CAGR in 2022 over a period of 2017. In Stationery Market India is becoming less competitive as HHI index in
2022 was 5288 while in 2017 it was 2549. Herfindahl Index measures the competitiveness of exporting countries. The
range lies from 0 to 10000, where a lower index number represents a larger number of players or exporting countries in the
market while a large index number means less numbers of players or countries exporting in the market. India has reportedly
relied more on domestic production to meet its growing demand in Stationery Market.

India is shifting towards local production to meet its demand as we see the trend is shifting towards reducing imports. The
import factor of Stationery Market in 2022 was 0.04 while in 2017 it was 0.04. China, USA, Germany, Japan and Rep. of
Korea were among the top players of the market in 2022, where China acquired the largest market share of 72.27% with a
shipment value of 4.28 million USD in 2022 China also offered the product below the average market price thus having a
competitive advantage over others. In 2017 China had the largest market share of 45.22% with the shipment value of 1.55
million USD. The country was offering its product with an average price which is lower than the average market price
offered in the country. As China price is lower than the average price, it provided a significant edge among other competitor
in 2017.

India Stationery Market Synopsis

Before the COVID-19 outbreak, the growth of India Stationery Market was primarily driven by an increasing number of
students enrolling in schools, as well as the rise in offices and banks across the country, resulting in a higher demand for
stationary products. However, the outbreak of the COVID-19 pandemic in 2020 had a negative impact on market revenues.
The closure of educational institutions meant that only 36% of enrolled children received learning materials or activities
from their teachers, leading to reduced demand for stationery products in the education sector. Furthermore, there was a
significant decrease in the supply of office space across seven major cities, with a decline of 30% from the previous year,
going from 51.62 million sq. Ft to 36.34 million sq. Ft in 2020. This decline in office space availability further contributed
to the decrease in demand for office-related stationery from the corporate sector.

The India stationery market size is projected to grow at a CAGR of 8.2% during 2023–2029. India stationery market is
expected to further grow in the upcoming years as the country aims to ensure that all students should complete primary
and lower secondary level education by 2030, and it hopes to witness an increase in enrolment to the upper secondary level
from 55.8% in 2015 to 88% in 2030. Additionally, with the projected growth of the Indian education sector to reach $225
billion by FY25, foreign schools are targeting the rising demand for high-quality education in the country's vast market.
For instance, the Nordic chain of schools plans to open 25 schools by March 2024, and Singapore's global school foundation

Page | 18
has announced an investment of approximately $550 million in India's school education sector by 2026 and it will help in
the significant growth of the India Stationery Industry.

For further details, please refer to the chapter titled “Industry Overview” on page no. 53 of this Letter of Offer.

SUMMARY OF BUSINESS

Our Company was incorporated by our Promoters- Mr. Bharat Gala & his family members with an aim of running
Manufacturing, marketing, sourcing of Plastic Sheet, lamination sheet, folders, I card and files having wide application in
printing and stationery. As a part of business growth, the Company registered with the Registrar of Companies, Mumbai
on 26th March, 2008 as Kshitij Polyline Private Limited. The company is promoted by Mr. Bharat Gala and His family
having more than 25 years of experience in Plastic Sheet, lamination sheet, folders, I card and files.

Our Company & its executives have developed the skill and expertise in designing and innovation in office stationery,
calendar, dairy and student study materials of different variety colours, design and application. We have also developed
the in house technical & Design team to provide stationery solution and implementation for calendar, diary, books as
replacement of traditional material with new and innovative PP material. Our aim to develop our Brand for quality products
for Office stationery, Publicity material, ID card & smart card, File & folders & wiro books and developed the technique
to make all products as - Make in India and provide competition to China and other Markets.

Our company has developed the regular whole sellers and distributors for supply of laminated sheet, PP sheet, office
stationery and allied products. KPL has established own distribution and marketing network in Pan India Basis. With its
own network, company has developed the reputation and goodwill for timely supply of material to their reputed clients.

Currently, we have a head office and a sales office located in Mumbai, Maharashtra. The company establishes a long-term
relationship with their clients by providing good quality product, which will surely go a long way and benefit the company.
The company is backed by a team of highly creative and experienced professionals who have an affinity for creating
innovative designs. The company’s team has been a major strength as it understands the varied needs of the clients and
works accordingly. From processing to finish, the company tries its best to ensure the quality of every single product
delivered by the company.

For further details, please refer to the chapter titled “Business Overview” at page 59 of this Letter of Offer.

INTENTION AND EXTENT OF PARTICIPATION BY PROMOTER/PROMOTER GROUP

The Promoters of our Company are Mr. Bharat Hemraj Gala, Mr. Hemraj Bhimshi Gala and Mrs. Rita Bharat Gala.

Our Promoter and members of the Promoter Group of our Company have, vide their letters dated January 31, 2024
(“Subscription Letters”) indicated that they will not subscribe fully to their portion of right entitlement and that they may
renounce their rights entitlements. Further, the promoters have confirmed that do not intend to apply for, and subscribe to,
additional Rights Equity Shares over and above their Rights Entitlements (including unsubscribed portion of the Issue, if
any).

OBJECTS OF THE ISSUE

We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation
and deployment of funds set forth in the table below:
(₹ In Lakhs)
Amount (₹ in % of gross % of Net
Particulars
Lakhs) proceeds proceeds
To repay or prepay, in full or in part, of certain borrowings 1,320.00 50.90% 51.80%
availed by our Company (including interest).
Capital expenditure for purchase of Plant and Machineries 649.32 25.04% 25.48%
To meet General corporate purposes# 579.08 22.33% 22.72%
Total 2,548.40 98.26% 100.00%
# The amount to be utilised for general corporate purposes will not exceed 25% of the gross Offer proceeds.

For further details, please see chapter titled “Objects of the Issue” beginning on page 43 of this Letter of Offer.

Page | 19
SUMMARY OF FINANCIAL INFORMATION

Following are the details as per the Financial Information for the Financial Years ended on March 31, 2024, 2023 and
2022.
(₹ In Lakhs)
March 31,
Sr. No Particulars March 31, 2023 March 31, 2022
2024
1. Authorized Share Capital 2,000.00 2,000.00 1,050.00
2. Paid-up Capital 1,013.05 1,013.05 1,013.05
3. Net Worth attributable to Equity 1,811.94 1,867.45 1,841.45
Shareholders
4. Total Income 3,998.32 3,408.20 3,907.48
5. Profit after tax (55.51) 38.53 41.56
6. Earnings per Share (basic & diluted) (in ₹) (0.11) 0.08 0.41
7. Net Asset Value per Equity Share (in ₹) 3.58 3.69 18.18
8. Total Borrowings 2,693.80 2,125.41 1,726.65

SUMMARY OF OUTSTANDING LITIGATION

A summary of the pending tax proceedings and other material litigations involving our Company, our Promoters, our
Directors and our Group Companies is provided below:

Nature of Cases Number of Cases Amount Involved (` in Lakh)

Issuer Company – Kshitij Polyline Limited
Direct Tax
E-Proceedings 1 0.31
Outstanding Demand 1 0.92
TDS 9 1.96
Criminal Proceedings* 5 11.95
Litigation based on Materiality Policy of our Company - -
Directors other than Promoter
Direct Tax
E-Proceedings - -
Outstanding Demand - -
Criminal Proceedings - -
Litigation based on Materiality Policy of our Company - -
Promoter
Direct Tax
E-Proceedings - -
Outstanding Demand - -
Criminal Proceedings - -
Litigation based on Materiality Policy of our Company - -
Group Companies
Direct Tax
E-Proceedings - -
Outstanding Demand - -
Criminal Proceedings - -
Litigation based on Materiality Policy of our Company - -
* Excluding Interest on amount

RISK FACTORS

Please see the chapter titled “Risk Factors” beginning on page 22 of this Letter of Offer.

SUMMARY OF CONTINGENT LIABILITIES

For details, see “Financial Information” on page 81 of this Letter of Offer.

Page | 20
SUMMARY OF RELATED PARTY TRANSACTIONS

For details of the related party transactions and as reported in the Restated Financial Statements, see “Financial
Information” on page 81 of this Letter of Offer.

ISSUE OF EQUITY SHARES MADE IN LAST ONE YEAR FOR CONSIDERATION OTHER THAN CASH.

Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this
Letter of Offer.

SPLIT/ CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR.

Except, our Company had split its Equity Shares of Face value from ₹10.00/- each one to Face value of ₹ 2.00/- each one
on record date being October 27, 2022, there were no split or consolidation of the equity shares of the Company.

Page | 21
 SECTION III - RISK FACTOR

An investment in our Equity Shares involves a high degree of risk. You should carefully consider each of the following risk
factors and all other information set forth in this Letter of Offer, including in “Our Business”, “Industry Overview”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Financial Statements”
before making an investment in our Equity Shares.

The risks and uncertainties described below are not the only risks that we currently face. Additional risks and uncertainties
not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial
condition, results of operations and cash flows. If any or some combination of the following risks, or other risks that are
not currently known or believed to be adverse, actually occur, our business, financial condition and results of operations
could suffer, the trading price of, and the value of your investment in, our Equity Shares could decline and you may lose
all or part of your investment. In making an investment decision with respect to this Issue, you must rely on your own
examination of our Company and the terms of this Issue, including the merits and risks involved. You should consult your
tax, financial and legal advisors about the consequences of an investment in our Equity Shares and its impact on you.

This Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our results could differ
materially from such forward-looking statements as a result of certain factors, including the considerations described
below and elsewhere in this Letter of Offer.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or
other implications of any of the risks described in this section. Unless the context otherwise requires, in this section,
reference to “we”, “us” “our” refers to our Company.

INTERNAL RISK FACTORS:

BUSINESS RELATED RISK

1. We require high working capital for our smooth day to day operations of business and any discontinuance or our
inability to procure adequate working capital timely and on favorable terms may have an adverse effect on our
operations, profitability and growth prospects.

Our business demands substantial funds towards working capital requirements. In case there are insufficient cash flows
to meet our working capital requirement or we are unable to arrange the same from other sources or there are delays
in disbursement of arranged funds, or we are unable to procure funds on favorable terms, it may result into our inability
to finance our working capital needs on a timely basis which may have an adverse effect on our operations, profitability
and growth prospects.

2. Our Registered Office from where we operate is not owned by us. If we are required to vacate the same, due to any
reason whatsoever, it may adversely affect our business operations.

Our Registered office from where we operate is not owned by our Company. Our Company has been occupying the
Registered office on leave and license basis from Ms. Manisha Chordia at monthly rent of ` 0.80 Lakhs. Any adverse
impact on the title /ownership rights of the owner, from whose premises we operate our registered office or breach of
the terms / non-renewal of the leave and license agreement/discontinuance of the leave and license agreement, may
cause disruption in our corporate affairs and business and impede our effective operations and thus adversely affect
our profitability.

3. Our lenders have charge over our movable and immovable properties in respect of finance availed by us.

We have secured our lenders by creating a charge over our movable and immovable properties in respect of loans /
facilities availed by us from banks and financial institutions. The total amounts outstanding and payable by us as long-
term borrowing were ` 275.52 Lakhs and short-term borrowing were ` 2,418.27 Lakhs based on audited financial
statements as on March 31, 2024. In the event, we default in repayment of the loans / facilities availed by us and any
interest thereof, our properties may be forfeited by lenders, which in turn could have significant adverse effect on
business, financial condition or results of operations.

4. Our product is subject to frequently changing designs, patterns, customer requirements and tastes, our inability to
meet such needs or preferences may affect our business.

Page | 22
 Designs and patterns of stationery items change frequently, based on the changing customer requirements and tastes.
Our products thus become vulnerable to changing market demand. Inability in successfully predicting changing
customer trends could lead to obsolescence in inventory of our stationery items which may turn to be dead stock. Our
inability on our part to understand the prevailing trends or our inability to forecast changes as per latest trends or
understand the needs of our customers in this industry well in time may affect our growth prospects. Our management
expertise lies in designing and styling of our products after identifying latest trends and customer requirements derived
through valuable customer feedback and interaction. It is our endeavour to keep ourselves abreast with the latest trends
in home decor and to introduce the designs accordingly to broad base our product portfolio and augment our business.

5. Our Company’s failure to maintain the quality standards of the products could adversely impact our business,
results of operations and financial condition.

Any failure to maintain the quality standards may affect our business. Although we have put in place strict quality
control procedures, we cannot assure that our products will always be able to satisfy quality standards. Any negative
publicity regarding our Company, or products, including those arising from any deterioration in quality of our products
from our vendors, or any other unforeseen events could adversely affect our reputation, our operations and our results
from operations. Introduction of new products or for any other reason and failure on our part to meet their expectation
could adversely affect our business, result of operations and financial condition. While, we believe that we have always
introduced new products to cater to the growing demand of our customers and also endeavour regularly to update our
products, our failure to anticipate or to respond adequately to changing market demands and/or consumer requirements
could adversely affect our business and financial results.

6. Our business is a high volume-low margin business.

Ours is a high-volume low margin business. Our inability to regularly grow our turnover and effectively execute our
key business processes could lead to lower profitability and hence adversely affect our operating results, debt service
capabilities and financial conditions. Due to the nature of the products, we sell, we may not be able to charge higher
margins on our products. Hence, our business model is heavily reliant on our ability to effectively grow our turnover
and manage our key processes including but not limited to procurement of raw material/ traded goods, timely sales /
order execution and continuous cost control of non-core activities.

7. Our Company has manufacturing facilities located at Amli Village, Silvassa, Dadra and Nagar Haveli. Any delay
in production at, or shutdown of, or any interruption for a significant period of time, in this facility may in turn
adversely affect our business, financial condition and results of operations.

Our Company has Present manufacturing facility at Amli Village, Silvassa, Dadra and Nagar Haveli. Our success
depends on our ability to successfully manufacture and deliver our products to meet our customer demand. Our
manufacturing facility is susceptible to damage or interruption or operating risks, such as human error, power loss,
breakdown or failure of equipment, power supply or processes, performance below expected levels of output or
efficiency, obsolescence, loss of services of our external contractors, terrorist attacks, acts of war, break-ins,
earthquakes, other natural disasters and industrial accidents and similar events. Operating risks may result in personal
injury and property damage and in the imposition of civil and criminal penalties. If our Company experiences delays
in production or shutdowns at any or all of these facilities due to any reason, including disruptions caused by disputes
with its workforce or any external factors, our Company’s operations will be significantly affected, which in turn
would have a material adverse effect on its business, financial condition and results of operations.

8. We face competition in our business from domestic competitors. Such competition would have an adverse impact
on our business and financial performance.

The industry, in which we are operating, is highly and increasingly competitive due to presence of many small-time
players in unorganized sector. Our results of operations and financial condition are sensitive to, and may be materially
adversely affected by, competitive pricing and other factors. Competition may result in pricing pressures, reduced
profit margins or lost market share or a failure to grow our market share, any of which could substantially harm our
business and results of operations. There can be no assurance that we can effectively compete with our competitors in
the future, and any such failure to compete effectively may have a material adverse effect on our business, financial
condition and results of operations.

9. Our industry is labour intensive and our business operations may be materially adversely affected by strikes, work
stoppages or increased wage demands by our employees or those of our suppliers.

Page | 23
 We believe that our industry faces competitive pressures in recruiting and retaining skilled and unskilled labour. Our
industry being labour intensive is highly dependent on labour force for carrying out its manufacturing operations.
Shortage of skilled/unskilled personnel or work stoppages caused by disagreements with employees could have an
adverse effect on our business and results of operations. Our Company has taken efforts to maintain a lower attrition
among the labourers by facilitating them with various in-house facilities and benefits to our employees. India has
stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed
procedures for the establishment of unions, dispute resolution and employee removal and legislation that imposes
certain financial obligations on employers upon retrenchment. We are also subject to laws and regulations governing
relationships with employees, in such areas as minimum wage and maximum working hours, overtime, working
conditions, hiring and terminating of employees and work permits. Although our employees are not currently
unionized, there can be no assurance that they will not unionize in the future. If our employees unionize, it may become
difficult for us to maintain flexible labour policies, and we may face the threat of labour unrest, work stoppages and
diversion of our management's attention due to union intervention, which may have a material adverse impact on our
business, results of operations and financial condition.

10. Government may impose certain restriction on use of Plastic which may have direct impact on the business of the
company.

Our company is engaged in the business as manufacturing and marketing of Plastic products such as Laminated sheet,
file, folders and card holders. Considering the recent development and notification given by central and state
government regarding the Ban on uses of plastic bag, straw and various products to save the environments. Presently
our products are not covered and in list of Ban plastic products. However, we do not foresee in future our products
may ban to use and manufacture. This may have direct impact on our business and profitability. However, our
management has developed the various products such as wiro, printed sheet and stationery products as part of business
plan.

11. Our operations may be adversely affected in case of industrial accidents at any of our production facilities.

Usage of heavy machinery, handling of materials by labour during production process or otherwise, lifting of materials
by humans, cranes, heating processes of the furnace etc. may result in accidents, which could cause injury to our
labour, employees, other persons on the site and could also damage our properties thereby affecting our operations.
Though our plants and machinery and personnel are covered under insurance, occurrence of accidents could hamper
our production and consequently affect our profitability.

12. The under-utilization of our manufacturing facilities may have a material effect on our results of operations and
financial condition.

Our business and results of operations are dependent on our ability to effectively plan our manufacturing processes
and on our ability to optimally utilize our manufacturing capacities for the various products we manufacture. Any
disruption to our manufacturing process or the operation of our production facilities may result from various factors
beyond our control, including, among others, the following:

o Utility supply disturbances, particularly power supply;

o Forced close down or suspension of our manufacturing facilities due to factors such as breakdown or failure of
equipment, performance below expected levels of output or efficiency, facility obsolescence or disrepair, labour
disputes such as strikes and work stoppages, natural disasters and industrial accidents;
o Severe weather condition; and
o Interruption of our information technology systems that facilitate the management of our manufacturing facilities.

Although our production facilities have not experienced any material disruption in the past, there can be no assurance
that there will not be any material disruption to our operations in the future. If we fail to take adequate steps to mitigate
the likelihood or potential impact of these events, or to effectively respond to these events if they occur, our business,
results of operations and financial condition could be materially affected.

13. Our Company is dependent on third party transportation providers for the delivery of our goods and any disruption
in their operations or a decrease in the quality of their services could affect our Company's reputation and results
of operations.

Our Company uses third party transportation providers for delivery of our goods. Though our business has not
experienced any disruptions due to transportation strikes in the past, any future transportation strikes may have an

Page | 24
 adverse effect on our business. In addition, goods may be lost or damaged in transit for various reasons including
occurrence of accidents or natural disasters. There may also be delay in delivery of products which may also affect our
business and results of operation negatively. An increase in the freight costs or unavailability of freight for
transportation of our raw materials may have an adverse effect on our business and results of operations.

Further, disruptions of transportation services due to weather-related problems, strikes, lock-outs, inadequacies in the
road infrastructure, or other events could impair ability to procure raw materials on time. Any such disruptions could
materially and adversely affect our business, financial condition and results of operations.

14. We are dependent on various kinds of Supplier for the supply of raw materials, services and finished goods.

Our business is significantly affected by the availability, cost and quality of the raw materials and bought out items,
which we need to construct, develop and provide for our projects, products and services. The prices and supply of raw
materials and bought out items depend on factors not under our control, including domestic and international general
economic conditions, competition, availability of quality suppliers, production levels, transportation costs and import
duties.

Although we may enter into back-to-back supplier contracts or provide for price contingencies in our contracts to limit
our exposure, if, for any reason, our primary suppliers of raw materials and bought out items should curtail or
discontinue their delivery of such materials to us in the quantities we need, provide us with raw materials and bought
out items that do not meet our specifications, or at prices that are not competitive or not expected by us, our ability to
meet our material requirements for our projects could be impaired, our construction schedules could be disrupted and
our results of operations and business could suffer.

Further, we depend on few suppliers who cater to a significant part of our business needs. If any of our key suppliers
for a particular project is unable to continue providing the raw materials and bought out items we need, at prices and
on terms and conditions we consider acceptable, we will be required to obtain these items from other suppliers and our
results of operations and business could suffer as a result.

15. Our Company does not have any long-term contracts with suppliers, which may adversely affect our results of
operations.

We are, to a major extent, dependent on external suppliers for our raw materials and fuel requirements and we do not
have any long-term supply agreements or commitments in relation to the same or for any other raw materials used in
our manufacturing process. There can be no assurance that there will not be a significant disruption in the supply of
raw materials and fuel from current sources or, in the event of a disruption, that we would be able to locate alternative
suppliers of materials of comparable quality on terms acceptable to us, or at all. Identifying a suitable supplier involves
a process that requires us to become satisfied with their quality control, responsiveness and service, financial stability
and labour and other ethical practices. Consequently, we are also exposed to price fluctuations in raw materials, and
these fluctuations may adversely affect our ability to obtain orders and/or to execute them in a timely manner, which
would have a material adverse effect on our business, results of operations and financial condition.

In case of non-availability of raw materials on favourable terms, we may have to procure the same at the terms and
conditions prevalent at that point. This may result in reducing our revenues by a considerable amount due to shortage
of raw material or due to inability to procure the same. Further, unfavourable terms of raw materials may also force us
to reduce the scale of our operations resulting in a down-sizing of our overall business. We may have to put on hold
any expansion plans and our future growth will be severely stunted. Any delay, interruption or increased cost in the
supply arising from a lack of long-term contracts could have an adverse effect on our ability to meet customer demand
for our products and result in lower revenue from operations both in the short and long term.

16. Our success depends largely upon the services of our Directors, Promoters and other Key Managerial Personnel
and our ability to attract and retain them. Demand for Key Managerial Personnel in the industry is intense and our
inability to attract and retain Key Managerial Personnel may affect the operations of our Company.

Our success is substantially dependent on the expertise and services of our Directors, Promoters and our Key
Managerial Personnel. They provide expertise which enables us to make well informed decisions in relation to our
business and our future prospects. Our future performance will depend upon the continued services of these persons.
Demand for Key Managerial Personnel in the industry is intense. We cannot assure you that we will be able to retain
any or all, or that our succession planning will help to replace, the key members of our management. The loss of the

Page | 25
 services of such key members of our management team and the failure of any succession plans to replace such key
members could have an adverse effect on our business and the results of our operations.

17. Our business depends on the availability of skilled and unskilled and our ability to attract and retain them.

Our business is substantially dependent on the availability of skilled and unskilled workers. Demand for these workers
in our industry is intense and our ability to retain them may affect the operations of our company. We cannot assure
you that we will be able to retain any or all. The failure of any succession plans to replace such workers could have an
adverse effect on our business and the results of our operations.

18. We have not made any alternate arrangements for meeting our requirements for the Objects of the issue. Further
we have not identified any alternate source of financing the “Objects of the Issue”. Any shortfall in raising / meeting
the same could adversely affect our growth plans, operations and financial performance.

As on date, we have not made any alternate arrangements for meeting our requirements for the objects of the issue.
We meet our requirements through our bank finance, owned funds and internal accruals. Any shortfall in our net owned
funds, internal accruals and our inability to raise debt in future would result in us being unable to meet our
requirements, which in turn will negatively affect our financial condition and results of operations. Further we have
not identified any alternate source of funding and hence any failure or delay on our part to raise money from this issue
or any shortfall in the issue proceeds may delay the implementation schedule and could adversely affect our growth
plans. For further details please refer to the chapter titled “Objects of the Issue” beginning on page no. 43 of this Letter
of Offer.

19. Insurance coverage obtained by us may not adequately protect us against unforeseen losses.

We have maintained insurance coverage of our assets and accident policies. We believe that the insurance coverage
maintained, would reasonably cover all normal risks associated with the operation of our business, however, there can
be no assurance that any claim under the insurance policies maintained by us will be met fully, in part or on time. In
the event we suffer loss or damage that is not covered by insurance or exceeds our insurance coverage, our results of
operations and cash flow may be adversely affected.

20. Our Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash
flow could adversely impact our business, financial condition and results of operations.

The detailed break up of cash flows is summarized in below mentioned table and our Company has reported negative
cash flow in certain financial years / period and which could affect our business and growth:

(` in Lakh)
For the year ended on March 31,
Particulars
2023 2023 2022
Net cash from (used in) Operating activities (498.95) (126.88) 388.96
Net cash from (used in) Investing activities (212.03) (450.67) (255.00)
Net cash from (used in) Financing activities 396.23 875.86 (191.12)

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet its capital
expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. If
we are not able to generate sufficient cash flow, it may adversely affect our business and financial operations.

However, For further details please refer to the section titled “Financial Statements” and chapter titled “Management's
Discussion and Analysis of Financial Conditions and Results of Operations” beginning on page no. 81 and page no.
85 respectively, of this Letter of Offer.

21. We require certain statutory and regulatory approvals, registrations and licenses for our business & proposed
premises and our inability to renew or maintain our statutory and regulatory permits and approvals required to
operate our business would adversely affect our operations and profitability.

Our Company requires several statutory and regulatory permits, licenses and approvals to operate the business. Many
of these approvals are granted for fixed periods of time and need renewal from time to time. Our Company is required
to renew such permits, licenses and approvals. Further, we may require new registrations and approvals for any
proposed operations, including any expansion of existing operations. While we believe that we will be able to renew

Page | 26
 or obtain such registrations and approvals, as and when required, there can be no assurance that the relevant authorities
will issue any of such permits or approvals in time or at all. Further, these permits, licenses and approvals are subject
to several conditions, and our Company cannot assure that it shall be able to continuously meet such conditions or be
able to prove compliance with such conditions to statutory authorities, and this may lead to cancellation, revocation or
suspension of relevant permits/ licenses/ approvals. Failure to obtain and renew such registrations and approvals within
statutory time frame attracts penal provisions. Further, such non-compliance may result in proceedings against our
Company and the Directors and such actions may directly and immediately affect our operations and may have a
material adverse effect on our revenues, profits and operations. For details please refer to chapter titled “Government
Approvals” beginning on page no. 98 of this Letter of Offer.

22. Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect our
business, prospects, financial condition and results of operations.

Due to the nature of our business, we expect to be or continue to be subject to extensive and increasingly stringent
environmental, health and safety laws and regulations, including but not limited to:

a) Environment (Protection) Act, 1986

b) Air (Prevention and Control of Pollution) Act, 1981
c) Other regulations promulgated by the Ministry of Environment and Forests and
d) the Pollution Control Boards of the state of Gujarat

The above Regulation govern the discharge, emission, storage, handling and disposal of a variety of substances that
may be used in or result from the operations of our business. The scope and extent of any new environmental
regulations, including their effect on our operations, cannot be predicted and hence the costs and management time
required to comply with these requirements could be significant. Amendments to such statutes may impose additional
provisions to be followed by our Company and accordingly the Company may need to incur clean-up and remediation
costs, as well as damages, payment of fines or other penalties, closure of production facilities for non-compliance,
other liabilities and related litigation, could adversely affect our business, prospects, financial condition and results of
operations.

23. Any loss of or breakdown of operations at any of our operational facilities may have a material adverse effect on
our business, financial condition and results of operations.

Our operational facilities are subject to operating risks, such as the breakdown or failure of equipment, power supply
or processes, performance below expected levels of output or efficiency, obsolescence, labour disputes, natural
disasters, accidents and the need to comply with the directives of relevant government authorities. The occurrence of
any of these risks could significantly affect our operating results.

24. We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business strategies effectively or at
all. Even though we have successfully executed our business strategies in the past, there is no guarantee that we can
implement the same on time and within the estimated budget going forward, or that we will be able to meet the
expectations of our targeted customers. Changes in regulations applicable to us may also make it difficult to implement
our business strategies. Failure to implement our business strategies would have a material adverse effect on our
business and results of operations.

25. Changes in technology may impact our business by making our products less competitive or obsolete or require us
to incur additional capital expenditures.

Our future success will depend in part on our ability to respond to technological advances and emerging industry
standards and practices on a cost-effective and timely basis. Changes in technology may make newer products more
competitive than ours or may require us to incur additional capital expenditures to upgrade our technology,
innovations, research and development facilities in order to provide newer products. If we are unable to adapt our
technology in a timely manner to changing market conditions, client requirements or technological changes, our
business, financial performance and the results of operations could be affected.

26. Our actual results could differ from the estimates and projections used to prepare our financial statements.

Page | 27
 The estimates and projections are based on and reflect our current expectations, assumptions and/ or projections as
well as our perception of historical trends and current conditions, as well as other factors that we believe are appropriate
and reasonable under the circumstances. There can be no assurance that our expectations, estimates, assumptions
and/or projections, including with respect to the future earnings and performance will prove to be correct or that any
of our expectations, estimates or projections will be achieved.

27. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows,
working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.

We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we
may not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of
dividends will be at the discretion of our Board of Directors and will depend on factors that our Board of Directors
deem relevant, including among others, our results of operations, financial condition, cash requirements, business
prospects and any other financing arrangements. Additionally, under some of our loan agreements, we may not be
permitted to declare any dividends, if there is a default under such loan agreements or unless our Company has paid
all the dues to the lender up to the date on which the dividend is declared or paid or has made satisfactory provisions
thereof. Accordingly, realization of a gain on shareholders investments may largely depend upon the appreciation of
the price of our Equity Shares. There can be no assurance that our Equity Shares will appreciate in value. For details
of our dividend history, see “Dividend Policy” on page no. 80 of this Letter of Offer.

28. There are outstanding legal proceedings involving our Company, Promoters and Directors. Any adverse decision
in such proceedings may have a material adverse effect on our business, results of operations and financial
condition.

We are involved in certain legal proceedings which are pending at different levels of adjudication before various courts,
tribunals, enquiry officers, and appellate authorities. We cannot provide assurance that these legal proceedings will be
decided in our favour. Any adverse decisions in any of the proceedings may have a significant adverse effect on our
business, results of operations, cash flows and financial condition.

A summary of the pending civil and other proceedings involving our Company, Promoters and Directors are provided
below:

Nature of Cases Number of Cases Amount Involved (` in Lakh)

Issuer Company – Kshitij Polyline Limited
Direct Tax
E-Proceedings 1 0.31
Outstanding Demand 1 0.92
TDS 9 1.96
Criminal Proceedings* 5 11.95
Litigation based on Materiality Policy of our Company - -
Directors other than Promoter
Direct Tax
E-Proceedings - -
Outstanding Demand - -
Criminal Proceedings - -
Litigation based on Materiality Policy of our Company - -
Promoter
Direct Tax
E-Proceedings - -
Outstanding Demand - -
Criminal Proceedings - -
Litigation based on Materiality Policy of our Company - -
Group Companies
Direct Tax
E-Proceedings - -
Outstanding Demand - -
Criminal Proceedings - -
Litigation based on Materiality Policy of our Company - -
* Excluding Interest on amount

Page | 28
 For further details of litigation proceedings, please refer the chapter titled “Outstanding Litigations and Material
Developments” on page 93 of this Letter of Offer.

29. We are a listed company and are required to comply with rules and regulations imposed by the Stock Exchanges
and SEBI with respect to continuous listing and the Companies Act. Any failure to comply with such rules and
regulations or any wrong disclosure made to the Stock Exchange or any statutory authority could result in penalties
being imposed on us, which may adversely affect our business and operations.

As a listed company, we are required to comply with certain conditions for continuous listing under the SEBI Listing
Regulations and other rules and regulations imposed by SEBI, which require us to make certain periodic disclosures,
including disclosures about any material events or occurrences with respect to our Company, disclosure of our financial
statements and disclosure of our updated shareholding pattern. There have been instances in the past wherein, our
Company has failed to comply with the requirements of the SEBI Listing Regulations in a timely manner, the details
of the same have been provided below:

Fine/
Name of Status of
penalty Date of payment
S. No. Non-Compliance Stock Compliance
levied (in of fine
Exchange as on date
₹)
1. Delay in submission of Financial 1,00,000/- NSE 29/12/2023 Complied
Result for quarter ended on
September 30, 2023
2. Regulation 17 of SEBI (LODR) 3,00,900/- NSE 05/06/2023 Complied
Regulations, 2015 for period 30-
Sep-2022
3. Regulation 17 of SEBI (LODR) 1,82,900/- NSE 05/06/2023 Complied
Regulations, 2015 for period 31-
Dec-2022
4. Regulation 17 of SEBI (LODR) 5,31,000/- NSE 05/06/2023 Complied
Regulations, 2015 for period 31-
Mar-2023
5. Regulation 17 of SEBI (LODR) 3,59,900/- NSE 07/09/2023 Complied
Regulations, 2015 for period 30-
Jun-2023

Our Company endeavors to comply with all such obligations/reporting requirements, there may be nondisclosures /
delayed / erroneous disclosures and/or any other violations which might have been committed by us, and the same
may result into Stock Exchanges and/or SEBI imposing penalties, issuing warnings and show cause notices against us
and/or taking actions as provided under the SEBI Act and Rules and Regulations made there under and applicable
SEBI Circulars. Any such adverse regulatory action or development could affect our business reputation, divert
management attention, and result in a material adverse effect on our business prospects and financial performance and
on the trading price of the Equity Shares.
Moreover, though at present, we are in compliance with rules and regulations imposed by the NSE and SEBI with
respect to continuous listing, any failure to comply with such rules and regulations could result in penalties being
imposed on us, which may adversely affect our business and operations.

30. As on the date of this Letter of Offer, no investor complaint is outstanding on SCORES.

As on the date of this Letter of Offer, no investor complaint is outstanding on SCORES. But there is no assurance that
in future the Company will be able to resolve each and every investor complaint received on SCORES. For detailed
information of the no. of Investor Complaints received and resolved by the Company, kindly refer to page 105 of this
letter of letter.

31. There is no monitoring agency appointed by our Company and the deployment of funds are at the discretion of our
Management and our Board of Directors, though it shall be monitored by the Audit Committee.

As per SEBI (ICDR) Regulations, 2018 appointment of monitoring agency is required only for Issue size above `
10,000 Lacs. Hence, we have not appointed a monitoring agency to monitor the utilization of Issue proceeds. However,
the audit committee of our Board will monitor the utilization of Issue proceeds. Further, our Company shall inform

Page | 29
 about material deviations in the utilization of Issue proceeds to the NSE and shall also simultaneously make the
material deviations / adverse comments of the audit committee public.

32. We may not be successful in implementing our business and growth strategies.

The success of our business depends substantially on our ability to implement our business and growth strategies
effectively. Even though we have successfully executed our business strategies in the past, there is no guarantee that
we can implement the same on time and within the estimated budget going forward, or that we will be able to meet the
expectations of our targeted customers. Changes in regulations applicable to us may also make it difficult to implement
our business strategies. Further, our growth strategies could place significant demand on our management team and
other resources and would require us to continuously develop and improve our operational, financial and other controls,
none of which can be assured. Failure to implement our business and growth strategies would have a material adverse
effect on our business and results of operations.

33. Delay in raising funds from the Right issue could adversely impact the implementation schedule.

The proposed expansion, as detailed in the section titled “Objects of the Issue” is to be funded from the proceeds of
this Issue. We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize
the required resources or any shortfall in the Issue proceeds may delay the implementation schedule. We therefore,
cannot assure that we would be able to execute the expansion process within the given time frame, or within the costs
as originally estimated by us. Any time overrun or cost overrun may adversely affect our growth plans and profitability.

34. The Objects of the Issue for which funds are being raised, are based on our management estimates and any bank
or financial institution or any independent agency has not appraised the same. The deployment of funds in the
project is entirely at our discretion, based on the parameters as mentioned in the chapter titles “Objects of the Issue.

The fund requirement and deployment, as mentioned in the “Objects of the Issue” on page 43 of this Letter of Offer is
based on the estimates of our management and has not been appraised by any bank or financial institution or any other
independent agency. These fund requirements are based on our current business plan. We cannot assure that the current
business plan will be implemented in its entirety or at all. In view of the highly competitive and dynamic nature of our
business, we may have to revise our business plan from time to time and consequently these fund requirements. Our
Board of Directors along with the Audit Committee will monitor the utilisation of Issue proceeds and shall have the
flexibility in applying the proceeds of this Issue. However, the management of our Company shall not have the power
to alter the objects of this Issue except with the approval of the Shareholders of the Company given by way of a special
resolution in a general meeting, in the manner specified in Section 27 of the Companies Act, 2013. Additionally, the
dissenting shareholders being those shareholders who have not agreed to the proposal to vary the objects of this Issue,
our Promoters shall provide them with an opportunity to exit at such price, and in such manner and conditions as may
be specified by the SEBI, in respect to the same. We hereby confirm and undertake that the deployment of funds will
be done in compliance with all applicable laws.

35. Our future fund requirements, in the form of further issue of capital or securities may be prejudicial to the interest
of the Shareholders depending upon the terms on which they are eventually raised.

We may require additional capital from time to time depending on our business needs. Any further issue of Equity
Shares or convertible securities would dilute the shareholding of the existing Shareholders and such issuance may be
done on terms and conditions, which may not be favourable to the then existing Shareholders. If such funds are raised
in the form of loans or debt or preference shares, then it may substantially increase our fixed interest/dividend burden
and decrease our cash flows, thus adversely affecting our business, results of operations and financial condition.

ISSUE RELATED RISK

36. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without compensation
and result in a dilution of Investor’s shareholding.

The Rights Entitlements that are not exercised prior to the end of the Closing Date will expire and become null and void,
and Eligible Equity Shareholders will not receive any consideration for them. The proportionate ownership and voting
interest in our Company of Eligible Equity Shareholders who fail (or are not able) to exercise their Rights Entitlements
will be diluted pursuant to increase in paid up share capital. Even if you elect to sell your unexercised Rights Entitlements,
the consideration you receive for them may not be sufficient to fully compensate you for the dilution of your percentage
ownership of the equity share capital of our Company that may be caused as a result of the Rights Issue. Renouncees may

Page | 30
not be able to apply in case of failure in completion of renunciation through off-market transfer in such a manner that the
Rights Entitlements are credited to the Demat Account of the Renouncees prior to the Issue Closing Date. Further, in case,
the Rights Entitlements do not get credited in time, in case of On Market Renunciation, such Renouncee will not be able
to apply in this Rights Issue with respect to such Rights Entitlements.

37. You may not receive the Equity Shares that you subscribe in the Issue until fifteen days after the date on which this
Issue closes, which will subject you to market risk.

The Equity Shares that you subscribe in the Issue may not be credited to your demat account with the depository participants
until approximately 15 days from the Issue Closing Date. You can start trading such Equity Shares only after receipt of the
listing and trading approval in respect thereof. There can be no assurance that the Equity Shares allocated to you will be
credited to your demat account, or that trading in the Equity Shares will commence within the specified time period,
subjecting you to market risk for such period.

38. There is no guarantee that our Equity Shares will be listed in a timely manner or at all which may adversely affect
the trading price of our Equity Shares.

In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares will not be granted
by the Stock Exchanges until after those Equity Shares have been issued and allotted. Approval will require all relevant
documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity
Shares on Stock Exchanges. Any failure or delay in obtaining the approval would restrict your ability to dispose of your
Equity Shares. Further, historical trading prices, therefore, may not be indicative of the prices at which the Equity Shares
will trade in the future which may adversely impact the ability of our shareholders to sell the Equity Shares or the price at
which shareholders may be able to sell their Equity Shares at that point of time.

39. The Issue Price of our Right Equity Shares may not be indicative of the market price of our Equity Shares after the
Issue.

The market price of the Equity Shares could be subject to significant fluctuations after the Issue, and may decline below
the Issue Price. There can be no assurance that the Investors will be able to sell their Equity Shares at or above the Issue
Price. The factors that could affect our share price are:

(a) quarterly variations in the rate of growth of our financial indicators such as earnings per share;
(b) changes in revenue or earnings estimates or publication of research reports by analysts;
(c) speculation in the press or investment community;
(d) general market conditions; and
(e) domestic and international economic, legal and regulatory factors unrelated to our performance.

EXTERNAL RISK FACTORS:

40. The COVID-19 pandemic, or any future pandemic or widespread public health emergency, could materially and
adversely impact our business, financial condition, cash flows and results of operations.

Since first being reported in December 2019, the outbreak of COVID-19 has spread globally. The World Health
Organization declared the outbreak of COVID-19 to be a public health emergency of international concern on January
30, 2020, and a global pandemic on March 11, 2020.

The COVID-19 pandemic has had, and any future pandemic or widespread public health emergency could have,
repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many
countries, including India has significantly and adversely impacted economic activity and has contributed to significant
volatility and negative pressure in financial markets, and it is possible that the outbreak of COVID-19 will cause a
prolonged global economic crisis, recession or depression, despite monetary and fiscal interventions by governments
and central banks globally.

The global impact of the outbreak has been rapidly evolving. As cases of COVID-19 have continued to be identified
in additional countries, many jurisdictions, including the governments of India, have reacted by instituting restrictive
measures including invoking lock downs and quarantines, requiring the closure of non-essential businesses and placing
restrictions on the types of businesses that may continue to operate, mandating restrictions on travel, implementing
“shelter-in-place” rules and “stay-at-home” orders, and enforcing remote working regulations.

Page | 31
 There can be no assurance that there will not be any material impact on our operations if the outbreak of COVID-19
is not effectively controlled. Further, there can be no assurance that further restrictions will not be introduced. Further,
we may be required to quarantine employees that are suspected of being infected of COVID-19, as well as others that
have come into contact with those employees or shut down our manufacturing facilities as a health measure, which
could have an adverse effect on our business operations or result in a delay in the production and supply of products
to our customers in a timely manner. If any of our suppliers are affected by COVID-19 to the extent our supply chain
is disrupted, this may affect our ability to meet the demand of our customers.

The full extent to which the COVID-19 pandemic, or any future pandemic or widespread public health emergency
impacts our business, operations and financial results will depend on numerous evolving factors that we may not be
able to accurately predict, including the scope, severity, and duration of the pandemic; actions taken by governments,
business and individuals in response to the pandemic; the effect on customer demand for and ability to pay for our
products; the disruptions or restrictions on our employees’ and suppliers’ ability to work and travel; volatility in foreign
exchange rates; any extended period of remote work arrangements; and strain on our or our customers’ business
continuity plans, and resultant operational risk.

The COVID-19 pandemic, or any future pandemic or widespread public health emergency could therefore materially
and adversely impact our business, financial condition, cash flows and results of operations.

41. Changes in government regulations or their implementation could disrupt our operations and adversely affect our
business and results of operations.

Our business and industry is regulated by different laws, rules and regulations framed by the Central and State
Government. These regulations can be amended/ changed on a short notice at the discretion of the Government. If we
fail to comply with all applicable regulations or if the regulations governing our business or their implementation
change adversely, we may incur increased costs or be subject to penalties, which could disrupt our operations and
adversely affect our business and results of operations.

42. Political instability or a change in economic liberalization and deregulation policies could seriously harm business
and economic conditions in India generally and our business in particular.

The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other developments
in or affecting India. The rate of economic liberalization could change, and specific laws and policies affecting the
information technology sector, foreign investment and other matters affecting investment in our securities could
change as well. Any significant change in such liberalization and deregulation policies could adversely affect business
and economic conditions in India, generally, and our business, prospects, financial condition and results of operations,
in particular.

43. Conditions in the Indian securities market may affect the price or liquidity of our Equity Shares.

The Indian securities markets are smaller than securities markets in more developed economies and the regulation and
monitoring of Indian securities markets and the activities of investors, brokers and other participants differ, in some
cases significantly, from those in the more developed economies. Indian stock exchanges have in the past experienced
substantial fluctuations in the prices of listed securities. Further, the Indian stock exchanges have experienced volatility
in the recent times. The Indian stock exchanges have also experienced problems that have affected the market price
and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement
delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time
restricted securities from trading and limited price movements. A closure of, or trading stoppage on the Emerge
Platform of National Stock Exchange of India Limited could adversely affect the trading price of the Equity Shares.

44. Global economic, political and social conditions may harm our ability to do business, increase our costs and
negatively affect our stock price.

Global economic and political factors that are beyond our control, influence forecasts and directly affect performance.
These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation,
deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in commodities markets, consumer
debt levels, unemployment trends and other matters that influence consumer confidence, spending and tourism.

Page | 32
 Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and
magnitude, which may negatively affect our stock prices.

45. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting
requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance
with such pricing guidelines or reporting requirements or fall under any of the exceptions referred to above, then the
prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a
sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection/
tax clearance certificate from the income tax authority. There can be no assurance that any approval required from the
RBI or any other government agency can be obtained on any particular terms or at all.

46. The extent and reliability of Indian infrastructure could adversely affect our Company’s results of operations and
financial condition.

India’s physical infrastructure is in developing phase compared to that of many developed nations. Any congestion or
disruption in its port, rail and road networks, electricity grid, communication systems or any other public facility could
disrupt our Company’s normal business activity. Any deterioration of India’s physical infrastructure would harm the
national economy; disrupt the transportation of goods and supplies, and costs to doing business in India. These
problems could interrupt our Company’s business operations, which could have an adverse effect on its results of
operations and financial condition.

47. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which
such additional financing may be available. This could have an adverse effect on our business and future financial
performance, our ability to obtain financing for capital expenditures and the trading price of our Equity Shares.

48. Natural calamities could have a negative impact on the Indian economy and cause our Company’s business to
suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods etc. In recent years, the extent and
severity of these natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal rainfall
or other natural calamities could have a negative impact on the Indian economy, which could adversely affect our
business, prospects, financial condition and results of operations as well as the price of the Equity Shares.

49. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could adversely
affect the financial markets, our business, financial condition and the price of our Equity Shares.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond
our control, could have a material adverse effect on India’s economy and our business. Incidents such as the terrorist
attacks, other incidents such as those in US, Indonesia, Madrid and London, and other acts of violence may adversely
affect the Indian stock markets where our Equity Shares will trade the global equity markets as well generally. Such
acts could negatively impact business sentiment as well as trade between countries, which could adversely affect our
Company’s business and profitability. Additionally, such events could have a material adverse effect on the market
for securities of Indian companies, including the Equity Shares

Page | 33
 SECTION IV – INTRODUCTION

THE ISSUE

This Issue has been authorized through a resolution passed by our Board at its meeting held on January 31, 2024 pursuant
to Section 62(1)(a) of the Companies Act. Further, our Board has, vide its resolution dated June 13, 2024, decided the ratio,
issue price, issue size etc., which are detailed below.

The following is a summary of this Issue and should be read in conjunction with and is qualified entirely by the information
detailed in the chapter titled “Terms of the Issue” on page 106 of this Letter of Offer.

Particulars Details of Equity Shares

Equity Shares proposed to be issued Up to 40521864 Equity Shares
Rights Entitlement 4 Equity Shares for every 5 fully paid-up Equity Shares held on the Record
Date being Tuesday, June 18, 2024.
Fractional Entitlement The Rights Equity Shares are being offered on a rights basis to existing
Eligible Public Equity Shareholders in the ratio of 4 Rights Equity Shares
for every 5 fully paid-up Equity Shares held as on the Record Date. As per
ASBA Circular, the fractional entitlements are to be ignored. Accordingly,
if the shareholding of any of the Eligible Equity Shareholders is less than 5
Equity Shares or is not in the multiple of 5 Equity Shares, the fractional
entitlements of such Eligible Equity Shareholders shall be ignored by
rounding down of their Rights Entitlements.

However, the Eligible Equity Shareholders whose fractional entitlements

are being ignored, will be given preferential consideration for the Allotment
of one additional Rights Equity Share if they apply for additional Rights
Equity Shares over and above their Rights Entitlements, if any, subject to
availability of Rights Equity Shares in this Issue post allocation towards
Rights Entitlements applied for.
Record date Tuesday, June 18, 2024
Face Value per Equity Shares ₹ 2.00 each
Issue Price per Rights Equity Share ₹ 6.40 per Rights Equity Share
Issue Size Up to 40521864 Equity Shares of face value of ₹ 2 each for cash at a price
of ₹ 6.40 (Including a premium of ₹ 4.40) per Rights Equity Share
aggregating to ₹ 2,593.40 Lakhs.
The Equity Shares issued pursuant to this Issue shall rank pari passu in all
Voting Rights and Dividend
respects with the Equity Shares of our Company.
Equity Shares issued, subscribed and 5,06,52,330 Equity Shares
paid up prior to the Issue
Equity Shares subscribed and paid-up Up to 91174194 Equity Shares
after the Issue (assuming full
subscription for and allotment of the
Rights Entitlement)
Equity Shares outstanding after the Up to 91174194 Equity Shares
Issue (assuming full subscription for
and Allotment of the Rights Entitlement)
Scrip Details ISIN: INE013801027
NSE: KSHITIJPOL
ISIN for Rights Entitlement: INE013820019
Use of Issue Proceeds For details, please refer to the chapter titled “Objects of the Issue” on page
43 of this Letter of Offer.
Terms of the Issue For details, please refer to the chapter titled “Terms of the Issue” on page
106 of this Letter of Offer.
Terms of Payment The full amount of the Issue Price is payable on Application

Page | 34
Issue Schedule

The subscription will open upon the commencement of the banking hours and will close upon the close of banking hours
on the dates mentioned below:
Event Indicative Date
Issue Opening Date Tuesday, June 25, 2024
Last Date for On Market Renunciation of Rights* Wednesday, July 3, 2024
Issue Closing Date** Tuesday, July 9, 2024

*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such
a manner that the Rights Entitlements are credited to the demat account of the Renouncee(s) on or prior to the Issue Closing
Date.

**Our Board or a Rights Issue Committee thereof will have the right to extend the Issue period as it may determine from
time to time but not exceeding 30 (thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further,
no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

Page | 35
 GENERAL INFORMATION

Our Company was originally incorporated on March 26, 2008 as “as Kshitij Polyline Private Limited” vide Registration
no. 180484 (CIN: U25209MH2008PTC180484) under the provisions of the Companies Act, 1956 with the Registrar of
Companies, Mumbai. Subsequently, our Company was converted into Public Limited Company and consequently name of
company was changed from “Kshitij Polyline Private Limited” to “Kshitij Polyline Limited” vide resolution passed by the
Shareholders at the Extra Ordinary General Meeting held on December 22, 2017 and a fresh certificate of incorporation
dated January 19, 2018 issued by the Registrar of Companies, Mumbai. The CIN of the Company is
L25209MH2008PLC180484.

REGISTERED OFFICE OF OUR COMPANY

KSHITIJ POLYLINE LIMITED

417/418, Dimple Arcade, Near Sai Dham temple, Thakur Complex, Kandivali (East), Mumbai - 400101
Tel: +91 22 4223 4100
Email: [email protected]
Website: www.kshitijpolyline.co.in
Corporate Identification Number: L25209MH2008PLC180484

REGISTRAR OF COMPANIES

REGISTRAR OF COMPANIES, MUMBAI

100, Everest, Marine Drive, Mumbai-400002, Maharashtra.
Telephone Number- 022-22812627/22020295/22846954
Email Id- [email protected]

DETAILS OF CHANGE IN REGISTERED OFFICE

The Registered Office of our company was originally situated at 6/135, Nityanand Nagar No 4, Swami Nityanand Road,
Andheri East, Mumbai- 400069, Maharashtra, India. Thereafter, the registered office of our company was changed to the
following address:

Date of Change New Address

Unit No 5/B, Ground Flr., Sona Udyog, Parsi Panchayat Road, Andheri East, Mumbai- 400069,
March 15, 2012
Maharashtra, India.
December 8, 2017 8, Sona Udyog, Parsi Panchayat Road, Andheri East, Mumbai- 400069, Maharashtra, India.
417/418, Dimple Arcade, Near Sai Dham temple, Thakur Complex, Kandivali (East), Mumbai
February 14, 2024
- 400101

BOARD OF DIRECTORS OF OUR COMPANY

Set forth below are the details of our Board of Directors as on the date of this Letter of Offer:

NAME AGE DIN DESINGAITON ADDRESS

Mrs. Manisha 39 years 06530154 Non-Executive C-601, Kanakia Samarpan W.E.H
Chordia Director Borivali (East), Mumbai, Maharashtra
400066, India
Mr. Mahendra 66 years 09765526 Chairperson & Ashirwad, 28t, Ram Krishna Samadhi
Kumar Jain Executive Director Road Kankurgachi Kolkata, West Bengal
– 700054, India
Ms. Vineeta Jain 31 Years 10481057 Whole-time director E-201, Rakhee Vasant Utsav, C.H.S.
Thakur Village, Near Thak, Ur College,
Kandivali East, Mumbai, Maharashtra -
400101
Mr. Rushiraj 34 years 08017580 Independent Director 37, Patel Society, Near- Lakhnbharati
Zaverbhai Patel School, Sardarnagar, Ahmedabad-
382475, Gujarat
Mr. Mayur Jitendra 49 years 08156395 Independent Director A/G4 Soham Tower,90 Feet Road, Near
Thakar National Dairy, Bhayander West, Thane
Maharashtra – 401101, India

Page | 36
 NAME AGE DIN DESINGAITON ADDRESS
Mr. Ruhini Kumar 67 years 08124270 Independent Director 9/2A, Feeder Road Belgharia North 24
Chakraborty Paraganas, Kolkata, West Bengal
700056, India

For detailed profile of our directors, please refer to the chapter titled “Our Management” on page 68 of this Letter of Offer.
COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Nikita Mehta, Company Secretary and Compliance Officer of our Company. Her contact details are set forth hereunder.

KSHITIJ POLYLINE LIMITED

417/418, Dimple Arcade, Near Sai Dham temple, Thakur Complex, Kandivali (East), Mumbai - 400101
Email id: [email protected]
Tel: +91 22 4223 4100

REGISTRAR TO THE ISSUE

KFIN TECHNOLOGIES LIMITED

Selenium Tower-B, Plot No. 31-32, Gachibowli, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Telangana – 500 032.
Tel: +91-40-6716-2222/+91 1800 309 4001;
Fax No.: +91-40-6716-1563
Email: [email protected]
Website: www.kfintech.com
Investors Grievance E-mail: [email protected]
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221
CIN: L72400TG2017PLC117649

ADVISOR TO THE ISSUE

ALAP & CO. LLP

Address: 416, 4th Floor, Shreenathji Staff Co. Op. Soc. Ltd, Pushpam Complex, Opp. Seema Hall, 100 feet Ring Road,
Satellite Jodhpur Char Rasta, Ahmedabad, Ahmadabad City, Gujarat, India, 380015
Tel: +91 79 3578 9144;
E-mail ID: [email protected]
Contact Person: Mr. Anand Lavingia

STATUTORY AND PEER REVIEW AUDITOR OF OUR COMPANY

M/S VRCA & ASSOCIATES

Address: 601, Centre point, RC Dutt Road, Alkapuri, Vadodara - 390007
Mobile No.: - +91 7383796096
Email: [email protected]
Contact Person: CA Krunal Brahmbhatt
Firm Registration No.: 104727W
Peer Review Certificate No.: 012805

BANKERS TO THE ISSUE/ REFUND BANK

Name: Axis Bank Limited

Address: Axis House, 6th Floor, C-2, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai - 400 025
Tel: 022-24253672
Email: [email protected]
Website: www.axisbank.com
Contact Person: Mr. Vishal M. Lade

Self-Certified Syndicate Banks

Page | 37
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website of the
SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For
details on Designated Branches of SCSBs collecting the Application Forms, refer to the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. On Allotment, the amount will be unblocked
and the account will be debited only to the extent required to pay for the Rights Equity Shares Allotted.

Inter-se Allocation of Responsibilities

The Company is not required to appoint any Lead Manager. Hence a statement of inter se allocation of responsibilities is
not required. However, all the responsibilities related to this issue is of the Company.

Investor grievances

Investors may contact the Company Secretary and Compliance Officer for any pre-Issue/ post-Issue related matters such
as non-receipt of Letters of Allotment/ share certificates/ demat credit/ Refund Orders, etc.

Investors are advised to contact the Registrar to the Issue or our Company Secretary and Compliance Officer for any pre-
Issue or post-Issue related problems such as non-receipt of Abridged Letter of Offer/ Application Form and Rights
Entitlement Letter/ Letter of Allotment, Split Application Forms, Share Certificate(s) or Refund Orders, etc. All grievances
relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSBs, giving full details
such as name, address of the applicant, ASBA Account number and the Designated Branch of the SCSBs, number of Equity
Shares applied for, amount blocked, where the Application Form and Rights Entitlement Letter or the plain paper
application, in case of Eligible Equity Shareholder, was submitted by the ASBA Investors through ASBA process.

Credit Rating

As this is an Issue of Equity Shares, credit rating is not required.

Debenture Trustees

As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.

Monitoring Agency

As the net proceeds of the Issue will be less than ₹ 10,000 lakhs, under the SEBI ICDR Regulations, it is not required that
a monitoring agency be appointed by our Company.

Filing

The size of this Issue falls below this threshold, the Draft Letter of Offer has been filed with the Stock Exchanges and not
with SEBI. However, this Letter of Offer will be submitted with SEBI for information and dissemination and will be filed
with the Stock Exchanges.

Underwriting Agreement

This Issue is not underwritten and our Company has not entered into any underwriting arrangement.

Changes in Auditors during the last three years

There has been no change in the statutory auditors of our Company during the three years immediately preceding the date
of this Letter of Offer.

Minimum Subscription

In accordance with Regulation 86 of the SEBI ICDR Regulations, for this Issue the minimum subscription which is required
to be achieved is of at least 90% of the Issue. Our Company does not fall under the exemption to Regulation 86(1) which
has been inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth
Amendment) Regulations, 2020.

Page | 38
In accordance with Regulation 86 of the SEBI ICDR Regulations, if our Company does not receive the minimum
subscription of 90% of the Issue Size, our Company shall refund the entire subscription amount received within 4 (four)
days from the Issue Closing Date in accordance with SEBI circular bearing reference number
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021. If there is any delay in the refund of the subscription amount
beyond such period as prescribed by applicable laws, our Company and Directors who are “officers in defaults” shall pay
interest for the delayed period, at such rates as prescribed under the applicable laws.

EXPERTS

Except for the reports of the Auditor of our Company on the audited Financial Information and Statement of Tax Benefits,
included in the Letter of Offer, our Company has not obtained any expert opinions.

ISSUE SCHEDULE:

Event Indicative Date

Issue Opening Date Tuesday, June 25, 2024
Last Date for On Market Renunciation of Rights Wednesday, July 3, 2024
Issue Closing Date* Tuesday, July 9, 2024
Finalizing the basis of allotment with the Designated Monday, July 15, 2024
Stock Exchange (on or about)
Date of Allotment (on or about) Tuesday, July 16, 2024
Date of credit (on or about) Thursday, July 18, 2024
Date of listing (on or about) Monday, July 22, 2024
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a
manner that the Rights Entitlements are credited to the demat account of the renounces on or prior to the Issue Closing
Date.

The Board of Directors or a duly authorized committee thereof will have the right to extend the Issue period as it may
determine from time to time, provided the Issue will not be kept open in excess of 30 days from the Issue Opening Date.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not
provided the details of their demat accounts to our Company or to the Registrar, they are required to provide their demat
account details to our Company or the Registrar not later than two Working Days prior to the Issue Closing Date, i.e.,
Friday, July 5, 2024 to enable the credit of the Rights Entitlements by way of transfer from the demat suspense escrow
account to their respective demat accounts, at least one day before the Issue Closing Date, i.e., Monday, July 8, 2024.
Investors are advised to ensure that the Application Forms are submitted on or before the Issue Closing Date. Our Company
or the Registrar will not be liable for any loss on account of non-submission of Application Forms on or before the Issue
Closing Date. For details on submitting Application Forms, see “Terms of the Issue - Process of making an Application in
the Issue” beginning on page 106 of this Letter of Offer.
The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such respective
Eligible Equity Shareholders on the website of the Registrar at https://rights.kfintech.com after keying in their respective
details along with other security control measures implemented thereat. For further details, see “Terms of the Issue - Credit
of Rights Entitlements in demat accounts of Eligible Equity Shareholders” beginning on page 106 of this Letter of Offer.
Please note that if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before Issue
Closing Date, such Rights Entitlements shall get lapsed and shall be extinguished after the Issue Closing Date. No Equity
Shares for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were purchased from market
and purchaser will lose the premium paid to acquire the Rights Entitlements. Persons who are credited the Rights
Entitlements are required to make an application to apply for Equity Shares offered under Rights Issue for subscribing to
the Equity Shares offered under Issue.

Page | 39
 CAPITAL STRUCTURE

Share capital of our Company, as on the date of filing of this Letter of Offer with NSE and after giving effect to the Issue
is set forth below: -

Aggregate Value Aggregate Value

Particulars at Face Value (₹ in at Issue Price (₹ in
Lakh) Lakh)
A Present Authorized Share Capital
100000000 Equity Shares of face value of ₹ 2.00 each 2000.00 NA
B Present Issue, Subscribed and Paid-up Capital
50652330 Equity Shares of face value of ₹ 2.00 each 1013.05 NA
C Present Issue in terms of this Letter of Offer
Up to 40521864 Right Equity Shares of Face Value of ₹ 2.00 each
810.44 2,593.40
for cash at a price of ₹ 6.40 per Equity Share*
D Issued, Subscribed and Paid-Up Equity Share Capital after this
Issue**
Up to 91174194 Equity Shares of Face Value of ₹ 2.00 each 911.74 NA
Securities Premium Account (₹ in Lakh)
Before the Issue 568.81
After the Issue 2,351.77
* Assuming full subscription for and allotment of the Rights Entitlement.

The present Issue has been authorized by the Board of Directors pursuant to a resolution passed at its meeting held on
January 31, 2024 under Section 62(1)(c) of the Companies Act 2013.

For further details, please refer to the Chapter titled “The Issue” on page 106 of this Letter of Offer. Our Company has no
outstanding convertible instruments as on the date of this Letter of Offer.

NOTES TO CAPITAL STRUCTURE:

1. Except below, our Company does not have any employee stock option scheme or employee stock purchase scheme.

Vide Special Resolution passed on August 30, 2022, our Company has approved “Kshitij Polyline Limited – Employee
Stock Option Plan 2022” (“the Scheme”) and thereby creating 50,00,000 (post sub division of equity shares of Face
value of Rupees 10/- into Equity Shares of Face Value of Rupees 2/-). However, till date of this Letter of Offer, our
Company has not granted any options under the Scheme to any of the Employee.

2. Our Company does not have any outstanding warrants, options, convertible loans, debentures or any other securities
convertible at a later date into Equity Shares, as on the date of this Letter of Offer, which would entitle the holders to
acquire further Equity Shares.

3. Shareholding of Promoter and Promoter Group:

The details of specified securities held by the Promoter and Promoter Group including the details of lock-in, pledge
and encumbrance on such securities as on the date of this Letter of Offer are set forth hereunder:
Details of Equity
Details of Equity
Shares pledged/
No. of % of Shares locked-in
encumbered
Sr. Name of the Promoter and & Equity total
Category % of % of
No. Promoter Group Shares share No. of No. of
total total
held capital Equity Equity
share share
Shares Shares
capital capital
1. Rita Bharat Gala Promoter - - - - - -
2. Bharat Hemraj Gala Promoter - - - - - -
3. Hemraj Bhimshi Gala Promoter - - - - - -
4. Bharat Hemraj Gala (HUF) Promoter - - - - - -
Group

Page | 40
 Details of Equity
Details of Equity
Shares pledged/
No. of % of Shares locked-in
encumbered
Sr. Name of the Promoter and & Equity total
Category % of % of
No. Promoter Group Shares share No. of No. of
total total
held capital Equity Equity
share share
Shares Shares
capital capital
5. Rahul Devashi Shah Promoter - - - - - -
Group
6. Kshitika Bharat Gala Promoter - - - - - -
Group
7. Manasvi Bharat Gala Promoter - - - - - -
Group
8. Manjula Rajesh Gala Promoter - - - - - -
Group
9. Rajesh Hemraj Gala Promoter - - - - - -
Group

None of the Equity Shares held by our Promoter and Promoter Group are pledged with any bank or institution, locked-
in or otherwise encumbered.

4. Equity Shares have been acquired by the Promoter or members of the Promoter Group in the year immediately
preceding the date of this Letter of Offer which are as follows.

Sr. Category Transaction No. of Equity

Name of the Promoter & Promoter Group
No. Period Shares
1. Bharat Hemraj Gala Promoter 08/06/2023 3966825

5. Intention and extent of participation in the Issue by the Promoter and Promoter Group:

Our Promoter and members of the Promoter Group of our Company have, vide their letters dated January 31, 2024
(“Subscription Letters”) indicated that they will not subscribe fully to their portion of right entitlement and that they
may renounce their rights entitlements. Further, the promoters have confirmed that do not intend to apply for, and
subscribe to, additional Rights Equity Shares over and above their Rights Entitlements (including unsubscribed portion
of the Issue, if any).

The Company shall maintain minimum public shareholding requirements as stipulated under the SEBI Listing
Regulations.

As such, other than meeting the requirements indicated in the chapter titled “Objects of the Issue” at page 43 of this
Letter of Offer, there is no other intention / purpose for the Issue, including any intention to delist our Equity Shares.

In case the Rights Issue remains unsubscribed and / or minimum subscription is not achieved, the Board of Directors
may dispose of such unsubscribed portion in the best interest of the Company and the Equity Shareholders and in
compliance with the applicable laws.

6. All the Equity Shares of our Company are fully paid-up as on the date of this Letter of Offer. Further, the Equity Shares
offered in the Rights Issue shall be made fully paid at the time of their allotment.

7. At any given time, there shall be only one denomination of the Equity Shares of our Company, excluding any equity
shares with superior rights, if any, issued by our Company.

8. The ex-rights price per Equity Share arrived in accordance with Regulation 10(4)(b) of the SEBI Takeover Regulations
is ` 5.88.

9. The details of the shareholders holding more than 1% of the share capital of the Company as on March 31, 2024 are
as under:

Page | 41
 Sr. No. of Equity % of total share
Name of Shareholders
No. Shares held capital
1. Donel Dcruz Melby Dcruz 790000 1.56
2. Sheen Joseph Dcruz 940000 1.86
3. Bhavishya Ecommerce Private Limited 4000000 7.90
4. JR Seamless Private Limited 642579 1.27

10. Shareholding Pattern of our Company:

Shareholding Pattern of the Equity Shares of our Company as per the last filing with the Stock Exchange, i.e., as on March
31, 2024 can be accessed on the website of the NSE at - https://www.nseindia.com/companies-listing/corporate-filings-
shareholding-pattern?symbol=KSHITIJPOL&tabIndex=equity

The statement showing the holding of Equity Shares of persons belonging to the category “Promoter and Promoters Group”
as on March 31, 2024 can be accessed on the website of the NSE at - https://www.nseindia.com/companies-
listing/corporate-filings-shareholding-pattern?symbol=KSHITIJPOL&tabIndex=equity

The Statement of showing the details of shares pledged, encumbrance by promoters and promoter group as on March 31,
2024 can be accessed on the website of the NSE at - https://www.nseindia.com/companies-listing/corporate-filings-
shareholding-pattern?symbol=KSHITIJPOL&tabIndex=equity

11. Details of options and convertible securities outstanding as on the date of this Letter of Offer:

There are no outstanding options or convertible securities, including any outstanding warrants or rights to convert
debentures, loans or other instruments convertible into our Equity Shares as on the date of this Letter of Offer.

Page | 42
 SECTION V – PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

The Issue Proceeds from the Issue will be utilized towards the following objects:

1) To repay or prepay, in full or in part, of certain borrowings availed by our Company (including interest)
2) Capital expenditure for purchase of Plant and Machineries
3) To meet General corporate purposes
4) Offer Related Expenses

(Collectively referred as the “objects”)

The main objects of our Memorandum of Association permits us to undertake our existing activities and the activities for
which the funds are being raised by us, through the present Issue. The fund requirement and deployment is based on internal
management estimates and has not been appraised by any bank or financial institution.

Our funding requirements are dependent on a number of factors, which may not be in the control of our management,
changes in our financial condition and current commercial conditions. Such factors may entail rescheduling and / or revising
the planned expenditure and funding requirement and increasing or decreasing the expenditure for a particular purpose
from the planned expenditure, subject to compliance with applicable law.

REQUIREMENTS OF FUNDS

The proceeds of the Issue, after deducting Issue related expenses, are estimated to be ₹ 2,548.40 Lakhs (the “Net Issue
Proceeds”).

The following table summarizes the requirement of funds:

Particulars Amount (₹ in Lakhs)

Gross Offer Proceeds* 2,593.40
Less: Offer Related Expenses 45.00
Net Offer Proceeds 2,548.40
*To be finalized upon determination of the Issue Price and updated in the Letter of Offer prior to filing with the RoC.

UTILIZATION OF NET ISSUE PROCEEDS

We intend to utilise the Net Proceeds from the Issue, in the manner set below:

Amount (₹ in % of gross % of Net

Particulars
Lakhs) proceeds proceeds
To repay or prepay, in full or in part, of certain borrowings 1,320.00 50.90 51.80
availed by our Company (including interest).
Capital expenditure for purchase of Plant and Machineries 649.32 25.04 25.48
To meet General corporate purposes# 579.08 22.33] 22.72
Total 2,548.40 98.26 100.00
# The amount to be utilised for general corporate purposes will not exceed 25% of the gross Offer proceeds.

SCHEDULE OF IMPLEMENTATION/ UTILIZATION OF ISSUE PROCEEDS

Our Company proposes to deploy the Net Proceeds in the aforesaid objects as follows:

Amount (₹ in Estimated Schedule of

Lakhs) Deployment of Net Proceeds
Proposed to FY 2024-25 FY 2025-26
Particulars
be Deployed
from Issue
Proceeds
To repay or prepay, in full or in part, of certain borrowings 1,320.00 1,320.00 -
availed by our Company (including interest)

Page | 43
 Amount (₹ in Estimated Schedule of
Lakhs) Deployment of Net Proceeds
Proposed to FY 2024-25 FY 2025-26
Particulars
be Deployed
from Issue
Proceeds
Capital expenditure for purchase of Plant and Machineries 649.32 649.32 -
To meet General corporate purposes# 579.08 579.08 -
Total 2,548.40 2,548.40 -
# The amount to be utilised for general corporate purposes will not exceed 25% of the gross Offer proceeds.

To the extent our Company is unable to utilize any portion of the Net Proceeds towards the Objects, as per the estimated
schedule of deployment specified above, Our Company shall deploy the Net Proceeds in the subsequent Financial Years
towards the Objects, subject to compliance of applicable laws.

MEANS OF FINANCE

The funding requirements mentioned above are based on our Company’s internal management estimates and have not been
appraised by any bank, financial institution or any other external agency. They are based on current circumstances of our
business and our Company may have to revise these estimates from time to time on account of various factors beyond our
control, such as market conditions, competitive environment and interest or exchange rate fluctuations. Consequently, our
Company’s funding requirements and deployment schedules are subject to revision in the future at the discretion of our
management, subject to compliance of applicable law. If additional funds are required for the purposes as mentioned above,
such requirement may be met through internal accruals, additional capital infusion, debt arrangements or any combination
of them, subject to compliance with applicable laws.

The fund requirements set out above are proposed to be entirely funded from the Net Proceeds. Accordingly, we confirm
that there are no requirements to make firm arrangements of finance under Regulation 62(1)(c) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance, excluding the amount to be raised from
the Issue.

DETAILS OF THE OBJECTS

The details of the objects of the Issue are set out below:

1. TO REPAY OR PREPAY, IN FULL OR IN PART, OF CERTAIN BORROWINGS AVAILED BY OUR

COMPANY (INCLUDING INTEREST):

Our Company has, in the regular course of business, entered into various financing arrangements with bank, financial
institution and other body corporates. Further, depending on the business requirements of our Company and other
considerations, certain of the borrowings are rolled over based on commercially agreed upon terms between us and the
lenders of these borrowings. Such rollovers may result in changes to the certain commercial terms and conditions of such
borrowings, including the change in the lenders in some cases. Additionally, the aggregate outstanding amounts under
these borrowings may vary from time to time, and our Company may, in accordance with the relevant repayment schedule,
repay or refinance, or prepay, some of its existing borrowings.

As at May 31, 2024, the amount outstanding under borrowing arrangements, secured and unsecured, of our Company to
be Fully or partially repaid or to be repaid is ` 2,696.61 Lakhs (referred to as “Borrowings”).

Our Company proposes to utilise an estimated amount of ` 1,320 Lakhs from the Net Proceeds towards full or partial
repayment or pre-payment of borrowings availed by our Company.

The details of the identified secured and unsecured loans availed by our Company, proposed to be repaid and/or pre-paid
and/or adjusted and/or settled, in full or in part, including interest thereon, in the manner detailed above, are as follows:

1. Identified secured loan availed by Company as at May 31, 2024;

Page | 44
 Amount
Amount
Tenure of the Rate of outstanding
Purpose/ type sanctioned
Name of the Lender loan/ interest (per as on May 31,
of loan (₹ in
Repayment term annum) % 2024 (₹ in
Lakh)
Lakh)
Axis Bank – Cash Credit Annually review 11.25% 626.00 621.72
918030098851419
Axis Bank CC- Cash Credit Annually review 11.25% 224.00 223.83
920030017080147
HDFC Bank Ltd. - Car Loan Term Loan upto January 2025 9.75% 10.07 1.45
HDFC Bank Ltd. - Tempo Term Loan upto May 2026 9.00% 11.05 3.75
Loan
HDFC Bank Ltd. - Car Loan Term Loan upto December 9.75% 8.76 4.00
2026
Tata Capital Financial Term Loan upto July 2025 14.30% 48.00 11.65
Services
Tata Capital Financial Term Loan upto July 2025 14.30% 1.42 1.43
Services
SIDBI Term Loan upto September 8.27% 170.00 8.88
2025
SIDBI Term Loan upto August 2025 5.00% 45.00 11.68
SIDBI Liquid Loan Term Loan upto August 2024 9.05% 42.00 3.80
D0003D4C
Axis - ECLGS Term Loan upto June 2024 8.60% 106.00 2.94
Axis - ECLGS Term Loan upto October 2024 9.25% 39.20 5.44
Axis - ECLGS Term Loan upto December 8.60% 121.00 104.20
2026
HDFC - ECLGS Term Loan upto July 2024 8.25% 5.00 0.31
SIDBI - ECLGS Term Loan upto June 2024 8.25% 30.84 0.86
SIDBI - ECLGS II Term Loan upto June 2026 6.00% 20.00 16.34
TATA - ECLGS Term Loan upto July 2024 12.00% 9.25 0.48
TATA - ECLGS II Term Loan upto December 11.00% 4.62 3.86
2026
TATA - Term Loan (E- Term Loan upto July 2025 12.80% 18.10 6.40
41886)
TATA - Term Loan (E- Term Loan upto August 2025 12.80% 13.77 5.60
31886)
FDOD AC - FDOD Annually review 9.00% 180.00 174.88
923030014735928
Aditya Birla Capital Term Loan upto December 18.00% 15.50 2.53
2024
Indiabulls Consumer Finance Term Loan upto June 2025 18.50% 16.19 3.67
Aditya Birla - ECLGS Term Loan upto August 2024 14.00% 6.44 0.65
Clix Capital - ECLGS Term Loan upto September 14.00% 8.69 1.15
2024
Deutsche Bank - ECLGS Term Loan upto February 8.10% 1.21 0.34
2025
EDELWEISS - ECLGS Term Loan upto August 2024 14.00% 2.29 0.23
IDFC First Bank - ECLGS Term Loan upto September 9.25% 5.76 0.72
2024
IDFC First Bank - ECLGS II Term Loan upto February 9.25% 2.88 2.54
2026
India Infoline Finance Ltd - Term Loan upto August 2024 14.00% 1.77 0.41
ECLGS
Indusind Bank - ECLGS Term Loan upto August 2024 9.25% 2.20 0.19
Magma Fincorp Ltd Term Loan upto October 2024 14.00% 18.00 2.88
Magma Fincorp Ltd Term Loan upto October 2024 14.00% 2.49 0.40
Rattanindia Finance Pvt Ltd Term Loan upto October 2024 14.00% 2.56 0.42

Page | 45
2. Identified Unsecured loan availed by Company as at May 31, 2024;

Amount
Total
Tenure of the Rate of outstanding
Purpose/ type Principal
Name of the Lender loan/ interest (per as on May 31,
of loan Amount (₹
Repayment term annum) % 2024 (₹ in
in Lakh)
Lakh)
Bhavishya Ecommerce Demand Loan upto September 12.50% - 509.43
Private Limited 2024
Deep Diamond India Ltd Demand Loan upto September 12.50% - 338.75
2024
Paritosh Electricals Pvt Ltd Demand Loan upto September 12.50% - 68.80
2024

Out of the aggregate amount of ₹ 2,548.40 Lakh of the Net Proceeds, our Company proposes to utilise ₹ 1,320.00 Lakh
towards repayment or prepayment of the Borrowings (including interest) from the Secured Lenders and Unsecured Lenders:

We believe that such repayment or prepayment will help reduce our outstanding indebtedness and our debt -equity ratio
and enable utilization of our internal accruals for further investment in business growth. In addition, we believe that the
strength of our balance sheet and our leverage capacity will further improve, which shall enable us to raise further capital
in the future at competitive rates to fund potential business development opportunities and plans to grow and expand our
business in the coming years.

The selection of borrowings proposed to be repaid and/ or pre-paid (including interest thereon) from our facilities provided
above shall be based on various factors, including (i) cost of the borrowings to our Company, including applicable interest
rates; (ii) any conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to fulfil,
or obtain waivers for fulfilment of, such requirements; (iii) receipt of consents for prepayment from the respective lenders;
(iv) terms and conditions of such consents and waivers; (v) levy of any prepayment penalties and the quantum thereof; (vi)
provisions of any law, rules, regulations governing such borrowings; and (vii) other commercial considerations including,
among others, the amount of the loan outstanding and the remaining tenor of the loan.

Accordingly, we may utilise the Net Proceeds for full or partial prepayment or repayment of any such refinanced facilities,
or full or partial prepayment, or repayment of any additional facilities obtained by our Company. However, the aggregate
amount to be utilised from the Net Proceeds towards prepayment or repayment of borrowings (including refinanced or
additional facilities availed, if any), in part or full, would not exceed ` 1,320 Lakhs. In the event our Board deems
appropriate, the amount allocated for estimated schedule of deployment of Net Proceeds in a particular Financial Year may
be repaid/ pre-paid in part or full by our Company in the subsequent Financial Year, subject to compliance of applicable
laws. Further, the amounts outstanding under the borrowings as well as the sanctioned limits are dependent on several
factors and may vary with the business cycle of our Company with multiple intermediate repayments, drawdowns and
enhancement of sanctioned limits.

2. CAPITAL EXPENDITURE FOR PURCHASE OF PLANT AND MACHINERIES:

As part of our continuing endeavour to expand our product portfolio, increase our manufacturing capabilities, strengthen
our global presence, and become a key supplier, we intend to set up and modernize our manufacturing facilities to
manufacture office files & folders, lamination pouches, polypropylene sheets, binding sheets, binding spiral, etc.

The proposed enhancement of manufacturing facilities includes installation of latest machineries used for manufacturing
of polypropylene sheets and respective processing machines of office files & folders.

With a view to improve our productivity and enhancement of our existing capacity, we are in the process of expanding
existing facilities of PP sheet extrusion and office files & folders processing by an installation of 2 pp sheet extrusion
machines & 1 TQ film (PP TUBE) and 3 office files & folders processing machines & 1 PP SHEET PROTECTOR 11
HOLE Machine which will increase our 4MTn per day capacity by 300% from existing 4MTn per day to 12MTn per day.

This expansion coupled with existing manufacturing capabilities will have a total capacity to produce 3500+MTn per
annum. The capacity is expanded looking at the demand from existing customers in addition to other opportunities of direct
supply of finished binding polypropylene sheets, industrial polypropylene sheets and various office files & folders to other
domestic and international customers. We believe that this enhancement of manufacturing and processing machines will

Page | 46
boost our existing capacity phenomenally and will help us to increase our productivity, widen our product range, improve
our operational efficiencies, and assist in the reduction of our overall expenses which will improve our profit margins.

Our Company proposes to incur an aggregate cost of ₹ 649.32 lakhs towards purchase of plant and machinery for
modernization and installation of latest plant and machinery at our manufacturing facilities. We do not intend to purchase
any second-hand equipment. The details of the new plant and machinery proposed to be installed are set forth below:

Amount* (₹
Date of Description of Amount in % of each
SN Supplier Name# Quantity in
Quotation^ machinery USD Machinery
lakhs)
1 13/06/2024 Shinruey Technology PP extrusion 0.4- 1 2,18,000 183.12 28.20%
Co. Ltd - (Taiwan) 1.2mm
2 13/06/2024 Shinruey Technology PP extrusion 0.10- 1 2,00,000 168.00 25.87%
Co. Ltd - (Taiwan) 0.25mm
3 13/06/2024 Shinruey Technology Film Blowing 0.04- 1 70,000 58.80 9.06%
Co. Ltd - (Taiwan) 0.16mm
4 13/06/2024 Shinruey Technology Double line PP 11- 1 35,000 29.40 4.53%
Co. Ltd - (Taiwan) hole punching
(Sheet protector)
5 13/06/2024 Shinruey Technology Fully Automatic 1 90,000 75.60 11.64%
Co. Ltd - (Taiwan) Report File
Machine-Sheet
feeding
6 13/06/2024 Shinruey Technology 1 45,000 37.80 5.82%
PP L folder
Co. Ltd - (Taiwan)
7 13/06/2024 Shinruey Technology Auto sgl / dbl layer 1 1,15,000 96.60 14.88%
Co. Ltd - (Taiwan) button bag machine-
roll feeding
Total 7 7,73,000 649.32
^ Quotations are valid till 90 days from the date of Quotations.
# Our Company shall have flexibility in choosing the Supplier subject to overall cost of Plant and Machineries shall not
exceed Rupees 649.32 Lakh.
* Estimated amount which are denominated in foreign currencies (i.e., JPY, EURO, USD, CHF) has been converted based
on the exchange rates as on date of purchase orders / payments made / forward rate. Actual amount may be subject to
change as per the prevailing exchange rate at the time of making payments and the management has also provided
contingencies for the same and cost includes applicable taxes.

3. GENERAL CORPORATE PURPOSE:

We propose to utilize ₹ 579.08 of the Net Proceeds towards general corporate purposes as approved by the Board, from
time to time, subject to such utilization for general corporate purposes not exceeding 25% of the gross proceeds Issue
Proceeds, in compliance with the SEBI ICDR Regulations.

In accordance with the policies set up by our Board, we have flexibility in applying the remaining Net Proceeds, for general
corporate purpose including but not restricted to, meeting operating expenses, initial development costs for projects other
than the identified projects, and the strengthening of our business development and marketing capabilities, Strategic
initiatives, including investments or acquisitions, from time to time, Repayment of present or future loans, meeting
exigencies, which the Company in the ordinary course of business may not foresee or any other purposes as approved by
our Board of Directors, subject to compliance with the necessary provisions of the Companies Act.

The quantum of utilization of funds towards any of the purposes mentioned above will be determined by the Board, based
on the amount actually available under this head and the business requirements of our Company, from time to time, subject
to compliance of applicable laws.

We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose. Further, we
confirm that the amount for general corporate purposes, as mentioned in this Letter of Offer, shall not exceed 25% of the
amount raised by our Company through this Issue.

Page | 47
4. ISSUE RELATED EXPENSES

The total expenses of the Issue are estimated to be approximately ₹ 45.00 Lakh. The expenses of this include, among others,
underwriting and management fees, printing and distribution expenses, advertisement expenses, legal fees and listing fees.
The estimated Issue expenses are as follows:

Expenses Expenses
Expenses
Expenses (% of Total (% of Gross
(` In Lakh)
Issue expenses) Issue Proceeds)
Fees Payable to Advisor to the Offer 14.50 32.22 0.56
Fees Payable to Registrar to the Offer 6.00 13.33 0.23
Fees Payable Advertising, Marketing Expenses and Printing 7.50 16.67 0.29
Expenses
Fees Payable to Regulators including Stock Exchanges and 15.00 33.33 0.58
other Intermediaries
Escrow Bank Fees 1.00 2.22 0.04
Other issue related expense 1.00 2.22 0.04
Total Estimated Offer Expenses 45.00 100.00 1.74

Details of funds already deployed till date and sources of funds deployed:

The funds deployed up to May 31, 2024 pursuant to the object of this Issue as certified by the Auditors of our Company
pursuant to their certificate dated June 13, 2024 is given below:

Expenses
Deployment of funds
(` In Lakh)
Issue Related Expenses 2.50
Total 2.50

Expenses
Sources of funds
(` In Lakh)
Internal Accruals 2.50
Bank Finance 0.00
Total 2.50

APPRAISAL REPORT

None of the objects for which the Issue Proceeds will be utilised have been financially appraised by any financial
institutions / banks.

BRIDGE FINANCING

We have not entered into any bridge finance arrangements that will be repaid from the Net Issue Proceeds.

INTERIM USE OF FUNDS

Pending utilization of the Issue Proceeds for the Objects of the Issue described above, our Company shall deposit the funds
only in Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act, 1934.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilization of the proceeds
of the Issue as described above, it shall not use the funds from the Issue Proceeds for any investments in equity and/or real
estate products and/or equity linked and/or real estate linked products.

MONITORING UTILIZATION OF FUNDS

There is no requirement for the appointment of a monitoring agency, as the Issue size is less than ₹ 10,000 Lakhs. Our
Board will monitor the utilization of the proceeds of the Issue and will disclose the utilization of the Net Proceeds under a
separate head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. Our

Page | 48
Company will indicate investments, if any, of unutilized Net Proceeds in the balance sheet of our Company for the relevant
Fiscal subsequent to receipt of listing and trading approvals from the Stock Exchanges.

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, our Company shall on quarterly basis disclose to the Audit Committee the Application
of the proceeds of the Issue. On an annual basis, our Company shall prepare a statement of funds utilized for purposes other
than stated in this Letter of Offer and place it before the Audit Committee. Such disclosures shall be made only until such
time that all the proceeds of the Issue have been utilized in full.

VARIATION IN OBJECTS

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not
vary the objects of the Issue without our Company being authorized to do so by the Shareholders by way of a special
resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special
resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act and
applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in
the vernacular language of the jurisdiction where the Registered Office is situated. Our Promoters or controlling
Shareholders will be required to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary
the objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard.

OTHER CONFIRMATIONS

No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, the Directors, Associates,
Key Management Personnel or Group Companies except in the normal course of business and in compliance with the
applicable law.

Page | 49
 STATEMENT OF SPECIAL TAX BENEFITS

To,
KSHITIJ POLYLINE LIMITED
8, Sona Udyog, Parsi Panchayat Road,
Andheri East, Mumbai City, Mumbai,
Maharashtra, India, 400069

Subject - Rights issue of equity shares of face value of ₹ 2 each (the “Equity Shares”) of Kshitij Polyline
Limited (the “Company”) under Chapter III of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR
Regulations”), and the Companies Act, 2013, as amended (the “Companies Act, 2013”) (“Rights
Issue”)

Reference - Right Issue of Equity shares by Kshitij Polyline Limited

Dear Sir/Madam

We hereby confirm that the enclosed Annexure A, prepared by the Company and initialled by us for identification purpose
(“Statement”) for the Rights Issue, provides the possible special tax benefits available to the Company and its shareholders
under direct tax and indirect tax laws presently in force in India, as amended and read with the rules, circulars and
notifications, applicable for Financial Year 2023-24.

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the
relevant statutory provisions. Hence, the ability of the Company and/or its shareholders to derive the tax benefits is
dependent upon fulfilling such conditions, which based on business imperatives the Company or its shareholders faces in
the future, the Company or its shareholders may not choose to fulfil.

This statement of possible special tax benefits is required as per Schedule VI (Part B – 1) (10) of the SEBI ICDR
Regulations. For the purpose of this Statement, it is assumed that with respect to special tax benefits available to the
Company, and/or its shareholders, the same would include those benefits as enumerated in Annexure A. Further, any
benefits available under any other laws within or outside India, except for those mentioned in Annexure A have not been
examined and covered by this statement.

The preparation of the accompanying statement is accurate, complete, and free from misstatement is the responsibility of
the management of the Company including the preparation and maintenance of all accounting and other relevant supporting
records and documents.

The benefits discussed in the enclosed Statement are not exhaustive. The Statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of
the individual nature of the tax consequences and changing tax laws, each investor is advised to consult his or her own tax
consultant with respect to the specific tax implications arising out of their participation in the Rights Issue.

Also, our confirmation is based on the existing provisions of law and our interpretation of the same, which are subject to
change from time to time. We do not assume responsibility to update the views consequent to such changes.

In respect of non-residents, the tax rates and the consequent taxation in India shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the
non-resident has fiscal domicile.

Our confirmation is based on the information, explanations and representations obtained from the Company and based on
our understanding of the business activities and operations of the Company.

We do not express an opinion or provide any assurance as to whether:

a) The Company and its shareholders will continue to obtain the benefits as per the Statement in future;

Page | 50
b) The conditions prescribed for availing the benefits, wherever applicable have been/ would be met with; and

c) The revenue authorities/courts will concur with the views expressed herein.

We hereby consent to be named an “expert” under the Companies Act, 2013, as amended, and our name may be disclosed
as an expert to any applicable legal or regulatory authority insofar as may be required, in relation to the statements contained
therein. We further confirm that we are not and have not been engaged or interested in the formation or promotion or
management of the Company.

We also consent to the inclusion of this Statement and the Annexure as a part of “Material Contracts and Documents for
Inspection” in connection with the Rights Issue, which will be available for inspection from date of the filing of the Draft
Letter of Offer until the Issue Closing Date.

We confirm that the information in this certificate is true and correct and there is no untrue statement or omission which
would render the contents of this certificate misleading in its form or context. We have conducted our examination in
accordance with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India
(ICAI) and accordingly, confirm that we have complied with such Code of Ethics issued by the ICAI.

This certificate is for information and for inclusion (in part or full) in the Issue Documents or any other Rights Issue-related
material, and may be relied upon by the Company and the advisors appointed by the Company in relation to the Offer.

We hereby consent to (i) the submission of this certificate as may be necessary to the SEBI, the relevant stock exchanges
and any other regulatory authority and/or for the records to be maintained by the Lead Managers and in accordance with
applicable law; and (ii) the disclosure of this certificate if required by reason of any law, regulation or order of a court or
by any governmental or competent regulatory authority; or in seeking to establish a defence in connection with, or to avoid,
any actual, potential or threatened legal, arbitral or regulatory proceeding or investigation.

Yours Faithfully
For, VRCA & Associates
Chartered Accountants
FRN: 104727W

-- sd --

Name: CA Krunal Brahmbhatt

Designation: Partner
Membership No: 150053

Place: Mumbai
Date: 31/01/2024
UDIN: 24150053BKEPID2456

Page | 51
 ANNEXURE 1 TO THE STATEMENT OF TAX BENEFITS

The information provided below sets out the possible special tax benefits available to the Company and the Equity
Shareholders under the Act presently in force in India. It is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax
implications of an investment in the Equity Shares particularly in view of the certain recently enacted legislation may not
have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS
AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR
PARTICULAR SITUATION

A. SPECIAL TAX BENEFITS TO THE COMPANY

The Company is not entitled to any special tax benefits under the Act.

B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER

The Shareholders of the Company are not entitled to any special tax benefits under the Act.

Note:

1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where
the shares are held by joint holders.

2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits
or benefit under any other law.

We hereby give our consent to include our above referred opinion regarding the tax benefits available to the Company and
to its shareholders in this Draft Letter of Offer.

Page | 52
 SECTION VI – ABOUT THE COMPANY

INDUSTRY OVERVIEW
Unless otherwise indicated, the industry and market related information in this section has been derived from a report titled
“Industry Report on the Stationery and Art Material Market in India” dated November 23, 2023, prepared by Technopak
Advisors Private Limited (the “Technopak Report”). The data included herein includes excerpts from the Technopak
Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which
may be relevant for the proposed Offer) that has been left out or changed in any manner. Unless otherwise indicated,
financial, operational, industry and other related information derived from the Technopak Report and included herein with
respect to any particular year refers to such information for the relevant calendar year. Industry publications are also
prepared based on information as at specific dates and may no longer be current or reflect current trends. Industry sources
and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be
incorrect. Accordingly, investors must rely on their independent examination of, and should not place undue reliance on,
or base their investment decision solely on this information. The recipient should not construe any of the contents in this
report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own
business, financial, legal, taxation, and other advisors concerning the transaction.

GLOBAL OUTLOOK

Following the onset of the Covid-19 pandemic crisis, the global economy has experienced a combination of both risks and
opportunities. Progressing toward recovery, the global economy started returning to normalcy after a prolonged struggle;
the governments worldwide have taken swift and appropriate measures, including widespread vaccination efforts and the
consistent implementation of fiscal and monetary support strategies. Right when the economic situation seemed to be
improving after the Covid-19, the Russia-Ukraine geopolitical conflict unfolded, contributing to global inflationary
pressures and resulting in record-high levels not witnessed in the past four decades. Moreover, the impact of the conflict
between Israel and Hamas on global financial markets will be contingent on the involvement of major regional powers. If
the conflict remains localized between Israel and Hamas, its effects are likely to be limited, primarily affecting countries
directly engaged in trade with Israel or Palestine. However, should the conflict extend to major oil-producing nations in
the region, such as Iran, the global economy may experience significant consequences. Interruptions in the oil supply could
lead to a sharp increase in energy costs for businesses and households, posing a potential threat to the overall stability of
the global economy. To tackle this, Central Banks are adopting a hawkish approach and implementing interest rate hikes.
On the back of enhanced vaccination coverage and continued fiscal and monetary stimuli across countries, the GDP of the
World grew by 13.2% CY 21 against a contraction of 3.0 % in CY 20. The positive trend continued into CY 22, with a
growth rate of 4.7%. The global GDP is forecasted to grow from USD 101.0 trillion in CY 22 to 128.5 in CY 27, thus
growing at a CAGR of 4.9% during the forecasted period. The GDP (at current price) of the major economies in the world
is presented in the table below.

GDP at current prices (In USD Tn) and GDP Ranking of Key Global Economies (CY 22)

Page | 53
The world economy has experienced a contraction in GDP growth during the pandemic i.e. in CY 20. However, the
governments and central banks globally have taken decisive actions by implementing fiscal and monetary stimulus
measures to bolster the process of economic recovery. Further, the gradual recovery of global supply chains and increased
international trade have contributed to the positive growth trajectory. These well-calibrated initiatives and the recovery to
global supply-chain have been directed towards reinstating consumer and business confidence, stimulating demand, and
achieving stability in financial markets. As a result of these concerted efforts, multiple countries and regions have
demonstrated encouraging signs of economic revival and notable growth.

The economies of India and China witnessed remarkable growth in nominal GDP during the calendar year 2021 and 2022,
following the COVID-19 pandemic. India demonstrated a substantial year-on-year nominal GDP growth rate of 21.8% in
CY 21 followed by a growth of 11.7% in CY 22. Meanwhile China experienced a notable growth rate of 20.4% in CY 21
and 6.2% growth in CY 22. On the other hand, major economies like the United States and Germany reported GDP growth
rates of 10.4% and 10.3% respectively during CY 21 followed by 9% and 4.7% GDP growths in CY 22. Japan, however,
experienced a negative growth in GDP (-2.0%) during CY 21. Nevertheless, in CY 22, Japan’s GDP rebounded with a
growth rate of 2%.

INDIAN ECONOMY

India is the world’s 5th largest economy and expected to be in the top 3 by FY 28

India ranked fifth in the world in terms of nominal gross domestic product (“GDP”) for FY 22 and is the third largest
economy in the world in terms of purchasing power parity (“PPP”). India is expected to be USD ~5.2 trillion economy by
FY 28 and is estimated to be the third largest economy surpassing Germany and Japan.

India’s nominal GDP at current prices (In USD Tn) and GDP Growth rate (%) (FY)

India’s nominal GDP has grown at a CAGR of 9.6% between FY 17 and FY 22 and is expected to continue the trend by
registering an expected CAGR of 8.9% for 5-year time period from FY 23 to FY 28. Since FY 05, the Indian economy’s
growth rate had been twice as that of the world economy and it is expected to sustain this growth momentum in the long
term. From FY 23 to FY 28, India’s nominal GDP is expected to grow at a CAGR of 8.9%, which compares favorably to
the world average (4.9%) and with other major economies, including China (6.5%), UK (4.6%), Japan (0.4%), Germany
(2.1%) and the USA (4.1%) for the similar period of CY 22 to CY 27. It is also expected that the growth trajectory of
Indian economy will enable India to be among the top 3 global economies by FY 28. Several factors are likely to contribute
to economic growth in the long run. These include favourable demographics, reducing dependency ratio, rapidly rising
education levels, steady urbanization, growing young & working population, IT revolution, increasing penetration of
mobile & internet infrastructure, government policies, increasing aspirations and affordability etc.

Page | 54
GLOBAL STATIONERY AND ART MATERIALS MARKET

Global Perspective of Stationery and ART Materials Market

The stationery and art materials industry deals in a wide range of products & categories, comprising paper products, writing
instruments, computer stationery, school stationery, office stationery, stationery adhesives and art & craft products among
others. The global market was valued at approximately USD 192 billion in CY 22 and expected to reach a market size of
USD 220 billion by CY 27, registering CAGR of approximately 2.8% during the forecasted period, as compared to 2.0%
from CY 16 to CY 22.

Global market size for the stationery product market (USD billion)

Asia Pacific holds the dominant share of the stationery and art materials product market followed by North America. In the
year 2020, Asia and North America combined captured approximately 60% to 62% of the market for stationery products.
The market share of these regions has increased over the two years and is estimated to capture approximately three fourth
(~75%) of the global stationery and art materials market in the year 2022. The U.S. accounted for approximately one third
of global stationery and art materials market size in 2022 and China captured approximately 28% of the global market size
for the stationery products. Germany has reported approximately 10% of the global stationery and art materials market
share, Japan contributed approximately 7% to the global market followed by India and Canada which constituted
approximately 2.4% and approximately 2% of the global stationery and art materials market respectively.

Over the past years, the stationery & art materials market has been shifting towards Asian countries. The region is expected
to have the largest contribution to the global stationery and art materials industry by CY 27. Countries like China, Japan,
India, South Korea etc. are emerging as key players in the stationery and art materials market in Asia, with a large number
of manufacturers, exporters, and suppliers in the region, expecting to contribute over 50% of the global stationery and art
materials market by CY 27. This trend is largely due to the rise of Asia as a major economic powerhouse and the growing
demand for affordable and high-quality stationery products.

INDIAN STATIONERY AND ART MATERIALS MARKET

Key Segments of Indian stationery and art materials market

Indian stationery and art materials market can be segmented into paper stationery and non-paper stationery products, with
the latter constituting the larger share in the market by value. Paper stationery products can be further sub-divided into
notebooks and papers, with notebooks accounting for the larger share by value. Nonpaper stationery products can be sub-
divided into writing instruments, office supplies, art and craft products etc., with writing instruments accounting for the
larger share by value.

The Indian stationery and art materials market has exhibited continuous growth over the years. It has an estimated size of
INR 38,500 crore by value as of FY 23. However, the market witnessed a substantial sales dip in FY 21 due to Covid,
during which schools, colleges were closed and had shifted to online mode of education and offices also went into work
from home mode. The market bounced back with 35% growth in FY 22 due to revival in demand post reopening of schools,
colleges, and resumption of work from office. The Indian stationery and art materials market is expected to grow at a
CAGR of ~13% during FY 23-28 period to reach a market value of INR 71,600 crore by FY 28.

Page | 55
As of FY 23, non-paper stationery contributes ~58% (INR 22,300 crore) to the Indian stationery and art materials market
by value. Out of the total non-paper stationery market, writing instruments, office supplies and art and craft contribute
~60%, ~21% and ~5% respectively. Paper stationery contributes ~42% (INR 16,200 crore) to the Indian stationery and art
materials market by value. Out of the total paper stationery market, notebooks and papers contribute ~65% and ~35%
respectively.

Non-paper stationery category is expected to grow at a CAGR of ~14% during FY 23-28 period to reach a market value of
INR 42,900 crore by FY 28. Paper stationery category is expected to grow at a CAGR of ~12% during FY 23-28 period to
reach a market value of INR 28,700 crore by FY 28.

India Stationery Market Shipment Analysis

India Stationery Market registered a growth of 75.22% in value shipments in 2022 as compared to 2021 and a decrease of
-0.21% CAGR in 2022 over a period of 2017. In Stationery Market India is becoming less competitive as HHI index in
2022 was 5288 while in 2017 it was 2549. Herfindahl Index measures the competitiveness of exporting countries. The
range lies from 0 to 10000, where a lower index number represents a larger number of players or exporting countries in the
market while a large index number means less numbers of players or countries exporting in the market. India has reportedly
relied more on domestic production to meet its growing demand in Stationery Market.

India is shifting towards local production to meet its demand as we see the trend is shifting towards reducing imports. The
import factor of Stationery Market in 2022 was 0.04 while in 2017 it was 0.04. China, USA, Germany, Japan and Rep. of
Korea were among the top players of the market in 2022, where China acquired the largest market share of 72.27% with a
shipment value of 4.28 million USD in 2022 China also offered the product below the average market price thus having a
competitive advantage over others In 2017 China had the largest market share of 45.22% with the shipment value of 1.55
million USD. The country was offering its product with an average price which is lower than the average market price
offered in the country. As China price is lower than the average price, it provided a significant edge among other competitor
in 2017.

India Stationery Market Synopsis

Before the COVID-19 outbreak, the growth of India Stationery Market was primarily driven by an increasing number of
students enrolling in schools, as well as the rise in offices and banks across the country, resulting in a higher demand for
stationary products. However, the outbreak of the COVID-19 pandemic in 2020 had a negative impact on market revenues.
The closure of educational institutions meant that only 36% of enrolled children received learning materials or activities
from their teachers, leading to reduced demand for stationery products in the education sector. Furthermore, there was a
significant decrease in the supply of office space across seven major cities, with a decline of 30% from the previous year,
going from 51.62 million sq. Ft to 36.34 million sq. Ft in 2020. This decline in office space availability further contributed
to the decrease in demand for office-related stationery from the corporate sector.

The India stationery market size is projected to grow at a CAGR of 8.2% during 2023–2029. India stationery market is
expected to further grow in the upcoming years as the country aims to ensure that all students should complete primary and
lower secondary level education by 2030, and it hopes to witness an increase in enrolment to the upper secondary level
from 55.8% in 2015 to 88% in 2030. Additionally, with the projected growth of the Indian education sector to reach $225
billion by FY25, foreign schools are targeting the rising demand for high-quality education in the country's vast market.
For instance, the Nordic chain of schools plans to open 25 schools by March 2024, and Singapore's global school foundation
has announced an investment of approximately $550 million in India's school education sector by 2026 and it will help in
the significant growth of the India Stationery Industry.

India Non-Paper Stationery Market Synopsis

The growth of India's stationery market was primarily driven by an increasing number of students enrolling in schools, as
well as the rise in offices and banks across the country before the COVID-19 pandemic hit the nation, and this resulted in
a higher demand for stationery products. However, the outbreak of the COVID-19 pandemic in 2020 had a negative impact
on market revenues.

The closure of educational institutions meant that only 36% of enrolled children received study materials or activities from
their teachers, leading to reduced demand for stationery products in the education sector. Furthermore, there was a
significant decrease in the supply of office space across seven major cities, with a decline of 30% from the previous year,
going from 51.62 million sq. Ft to 36.34 million sq. Ft in 2020. This decline in office space availability further contributed
to the decrease in demand for office-related stationery from the corporate sector.

Page | 56
COVID-19 Impact on India Stationery Market

The COVID-19 pandemic had an adverse impact on the India stationery market. With the nationwide restrictions and
lockdowns imposed in order to curb the spread of the coronavirus, a number of businesses and educational institutions
temporarily shut down physical operations and this led to a sharp decrease in the demand for traditional office as well as
school supplies since people transitioned to online learning and remote work. As a result, numerous retailers and
wholesalers confronted disruptions in their supply chains and they also experienced a decline in sales. However, there were
certain segments in the stationery industry that came across increased demand. With the rise in work-from-home
arrangements, there was a key uptick in the purchase of home office supplies like notebooks, markers, pens, and other
stationery items. In addition, art and craft supplies witnessed a rise in popularity since people turned to creative activities
in order to pass the time during lockdowns.

India Stationery Market: Government Regulations

The stationery market in India is majorly governed by numerous government regulations that aim at ensuring product
quality, fair trade practices, and consumer safety. One of the major regulatory bodies overseeing this market is the Bureau
of Indian Standards (BIS). BIS sets quality standards as well as specifications for a wide range of stationery items including
pens, notebooks, pencils, as well as other writing instruments. Importers and manufacturers are needed to obtain BIS
certification for their products, which indicates compliance with the specified quality standards. Additionally, the
government has also implemented Goods and Services Tax (GST) regulations, that have a prominent impact on the
stationery market. GST has streamlined taxation. This not only simplified the tax compliance process for businesses but it
has also brought greater transparency to transactions.

Key growth drivers for Indian Stationery Industry

Favourable Demographics

India has a higher share of youth population. “Youth in India 2022” report by Ministry of Statistics and Programme
Implementation uses age group of 15 to 29 for defining youth. As of CY 21, ~26% of the population in India are in the age
group of 0-14 and ~27% of the population belong to the young age group of 15-29. This signifies a huge potential for
school, colleges, and other educational institutes, which in turn is going to drive the demand for stationery products in
India. In addition to that, India also has a higher share of working age group in its population. As of CY 22, ~68% of the
population belong to the working age group of 15 to 64 years. Such growing working class are going to drive the demand
for office stationery in India.

Rising Literacy rate of India

India’s literacy rate in CY 22 was 77.7%, which was ~65% in CY 01. Various government initiatives for improving literacy
such as New India Literacy Programme (NILP), Right to Education Act (RTE) 2009, Sarva Siksha Abhiyan, NIPUN Bharat
Scheme etc. along with increasing investments by Central and State governments on education sector, have contributed
immensely towards the growth in literacy rate. Therefore, this rising literacy rate along with high population growth rate
is going to provide a huge customer base for Indian stationery and art materials market in future, there by serving as a key
growth driver.

Improvement in Gross Enrolment Ratio (GER) and increase in number of schools and institutions

As of FY 22, ~1 crore children were enrolled in pre-primary (<Class 1), ~12.2 crore in Primary (Class 1 to 5), ~6.7 crore
in Upper Primary (Class 6 to 8), ~3.9 crore in Secondary (Class 9 to 10) and 2.9 crore in Higher Secondary (Class 11 to
12). GER is defined as total enrolment in a particular level of school education, regardless of age, expressed as a percentage
of the population of the official age-group which corresponds to the given level of school education in a given school year.
GER has increased from 102.7 in FY 20 to 103.4 in FY 22. Similarly, for Upper primary, GER has increased from 89.7 in
FY 20 to 94.7 in FY 22 and for secondary, it has increased from 77.9 in FY 20 to 79.6 in FY 22. Higher secondary saw the
highest increase in GER of ~11% from 51.7 in FY 20 to 57.6 in FY 22. As of FY 22, there are 26.5 crore student studying
across 14.9 lakh schools in India. As of FY 21, ~4.1 crore students are studying in higher education across 56,200 higher
education institutes in India. Such larger number of schools and institutions along with improvement in GER is going to
immensely increase the consumer base for stationery products, there by driving its demand.

Page | 57
Indian Office Supplies Market

Office supplies market in India comprises of files and folders, staplers, paper punches etc. As of FY 23, the Indian office
supplies market is INR 4,700 crore by value and is expected to grow at a CAGR of ~11% till FY 28 to reach a market value
of INR 8,000 crore.

Page | 58
 BUSINESS OVERVIEW

The following information is qualified in its entirety by, and should be read together with, the more detailed financial and
other information included in this Letter of Offer, including the information contained in the section titled “Risk Factors”,
beginning on page no.22 of this Letter of Offer.

Unless the context otherwise requires, in relation to business operations, in this section of this Letter of Offer, all references
to “we”, “us”, “our” and “our Company” are to Kshitij polyline Limited and Group Entities as the case may be.

OVERVIEW

Our Company was originally incorporated on March 26, 2008 as “as Kshitij Polyline Private Limited” vide Registration
no. 180484 (CIN: U25209MH2008PTC180484) under the provisions of the Companies Act, 1956 with the Registrar of
Companies, Mumbai. Subsequently, our Company was converted into Public Limited Company and consequently name of
company was changed from “Kshitij Polyline Private Limited” to “Kshitij Polyline Limited” vide resolution passed by the
Shareholders at the Extra Ordinary General Meeting held on December 22, 2017 and a fresh certificate of incorporation
dated January 19, 2018 issued by the Registrar of Companies, Mumbai. For details of changes in our Name and Registered
Office of the Company and other details, kindly refer to the section titled “General Information” beginning on page no. 36
of this Letter of Offer.

Our Company was incorporated by our Promoters- Mr. Bharat Gala & his family members with an aim of running
Manufacturing, marketing, sourcing of Plastic Sheet, lamination sheet, folders, I card and files having wide application in
printing and stationery. As a part of business growth, the Company registered with the Registrar of Companies, Mumbai
on 26th March, 2008 as Kshitij Polyline Private Limited. The company is promoted by Mr. Bharat Gala and His family
having more than 25 years of experience in Plastic Sheet, lamination sheet, folders, I card and files.

Our Company & its executives have developed the skill and expertise in designing and innovation in office stationery,
calendar, dairy and student study materials of different variety colours, design and application. We have also developed
the in house technical & Design team to provide stationery solution and implementation for calendar, diary, books as
replacement of traditional material with new and innovative PP material. Our aim to develop our Brand for quality products
for Office stationery, Publicity material, ID card & smart card, File & folders & wiro books and developed the technique
to make all products as ― Make in India and provide competition to China and other Markets.

Under the guidance of promoters, our company has successfully launched wide products range, established goodwill for
quality products and have the regular clients for the laminated & PP sheet, Wiro, File and folders. Our company has
developed and launched more than 125 products range in File, Folder & Diary under our Brand in Indian Market. Further
our company has supply – Make to order – ID card with ribbon, File & Folder with client Logo and Info, Display materials
for Education, Pharma, FMCG, Finance and Insurance sectors.

Our company has developed the regular whole sellers and distributors for supply of laminated sheet, PP sheet, office
stationery and allied products. KPL has established own distribution and marketing network in Pan India Basis. With its
own network, company has developed the reputation and goodwill for timely supply of material to their reputed clients.

We believe that we have differentiated ourselves from our competitors through introduction of new products, including
launching innovative designs targeted at addressing consumer needs, market trends and providing superior value to
consumers. Our diversified product portfolio enables us to cater to a wide range of preferences and consumer segments.
Our products are the Ready to use and primarily targeted to clients in Education, healthcare, hospitality, banking, insurance
and Info tech companies. Our diversified product portfolio is therefore, relatively less susceptible to shifts in consumer
preferences, market trends and risks of operating in a particular product segment.

Our company has well established and high-tech manufacturing equipments and Design facility to manufacture the various
combination and size products as per the specification and design of client. KPL has established and owned the ultramodern
manufacturing facility at Survey No. 110/1/13, Amli Village, 66K.V.A Road, Near Alfa Packaging, Silvassa, - 396230,
Dadra and Nagar Haveli, India.

We are equipped with all facilities to execute all types of manufacturing activities from granule to PP sheet with colours,
PP sheet to finished products, QC & packaging, etc. Our Company is consistent in supplying of quality products round the
year as customized products are made available to them as per the market demand. Our products comply with requisite
safety standards. As a quality conscious company, we provide high performance-oriented range of products. We undertake
extremely stringent quality checks at every level of the manufacturing processes. We are constantly striving to expand our

Page | 59
line of products and we are always on the lookout for complementary products that will add to our solution bouquet. We
would seek product lines which have better scope for value addition and therefore offer us higher than average margins.
The company provides the right kind of PP sheet & Stationery that is practical and affordable as well as attractive and
enduring. It can be tailored as per unique needs. The company is using latest machineries and technology. The company
keeps on up-grading its Manufacturing set-up, design capabilities and workmanship to deliver superior quality products
with on-time deliveries and without any compromise on quality.

Currently, we have a head office and a sales office located in Mumbai, Maharashtra. The company establishes a long-term
relationship with their clients by providing good quality product, which will surely go a long way and benefit the company.
The company is backed by a team of highly creative and experienced professionals who have an affinity for creating
innovative designs. The company’s team has been a major strength as it understands the varied needs of the clients and
works accordingly. From processing to finish, the company tries its best to ensure the quality of every single product
delivered by the company.

Our Promoters, Mr. Bharat Gala with their rich experience of more than 25 years, have been prominent is growing the
stationery & plastic business in a more organized manner thereby expanding their horizon to various sectors.

BUSINESS ACTIVITY

OUR PRODUCTS

Our company has developed various products as follows:

Office Stationery and Utility products

Developed the office stationery and utility products with wide ranges of application such as tailor made files, folders, diary,
desk board and ID cards & display material. Our Focus to sale these products to corporate, SME, bank and Insurance
company. We also participate and do vender registration to supply chain of stores, E commerce and online marketing
companies.

Laminated Sheet & PP Sheet

We supply the sheet to manufacturer of stationery products, packing material. We apply tender and presentation for
Government and Institution supply for bulk and institution business.

Wiro and Spiral

We supply tailor made design and size of wiro and spiral material suitable for making calendar, diary, note book and
presentation material. We make as per the specification and order.

Personalised Products

Page | 60
We supply tailor made and as per the specification ID cards, Poly ribbon, invitation and desk material. We focus for the
same in Event & Exhibition, Education, banking and corporate.

Badge clips

Neck Lanyards

Plastic Card Holders

Manufacturing Process

Our manufacturing facility is designed as follows:

PP Sheet Production Process:

Raw
Master Sheet
Materials Extruder Inspection Packing
Batch Cutting
Granules

1. Raw Material – All raw materials of PP granules, colour masterbatch, filler, and additive will be taken according to
set formula and will be put in Mixer for proper mixing.

2. Loading – Mixed material will be feeded in Extruder machine through Hopper.

3. Extrusion-Material will be conveyed and melted in extruder by heaters at pre set temperature. Molten material will
be extruded through die in the form of sheet. Sheet will be passed through water cooled design rolls.

4. Cutter – Sheet will be passed through cutter. According to preset size, sheet will be cut through cutter.

5. Inspection – Every hour ,sheet will be inspected for size, colour and quality

6. Stacking – Sheet will be stacked in stacker. As per set counting alarm, 50/100/200 pcs will be packed together with
packaging material.

Page | 61
Plastic Files Production Process:

Attaching
PP Sheet Punching Creasing Spine Pocket Clip/ Packing
Display

1. Raw Material – PP sheet will be made according to size and colour of File order.

2. Punching- Sheet will be put in cutting machine. Sheet will be punched as per size of punching die/Jig fixed in the
punching machine. It will also make creasing in file.

3. Scrap – Punching scrap will be separated and file will be stacked for next operation.

4. Spine – Spine will be made ready by extruding and cutting according to file size. Spine will be fixed in sealing machine
with heat seal process.

5. Pocket– Pocket will be made ready by extruding and cutting according to file size. Pocket will be fixed in sealing
machine with heat seal process.

6. Clip– Clip and other accessories will be fixed in riveting machine.

7. Display – As per customer‘s requirement, display inner in the set of 10/20/30/40 will be fixed in sealing machine with
heat seal process.
8. Packing – Single file or set of 6 or 12 files will packed in polybag. Then all these files will be packet in strong
corrugated box.

Wiro Production Process:

Nylon
Rolling/
Coated Forming Packing
Cutting
Wire

1. Raw Material – Nylon coated wire roll will be fixed feeding side of wiro machine

2. Forming-Wire will be passed through die and will take shape and size according to die.

3. Cutting – Formed wiro will be cut as per pre set size.

4. Roll –According to customers requirement wiro cut will be rolled in roll form.

5. Packing – 50/100 wiro or 1 wiro roll with many loops will packed in strong corrugated box.

Laminating Pouch Production Process:

Polyster EVA
Treatment UV Light Rolling Cutting Selling Packing
Film Coating

1. Raw Material – Polyester roll of particular thickness will be fixed in feeding side of extruder. It will be given UV
corona treatment to have proper binding with another raw material EVA.

2. Loading – EVA material will be feeded in Extruder machine through Hopper.

Page | 62
3. Extrusion- Material will be conveyed and melted in extruder by heaters at preset temperature. Molten material will
be extruded through die in the form of thin sheet. Polyester film will be passed above this extruded EVA sheet and
together it will be passed through water cooled rolls.

4. Cutter – Sheet will be passed through cutter. According to preset size, sheet will be cut through cutter.

5. Inspection – Every hour, sheet will be inspected for size, bonding and quality

6. Stacking – Sheet will be packed in roll form.

7. Pouch cutting machine – EVA bonded Polyester roll will be fixed in feeding area of ready pouch machine.

8. Cutter – Sheet will be passed through cutter and sealing. According to preset size, we will get ready pouch.

9. Packing- Ready Laminating pouch will be packed in strong corrugated box

COMPETITIVE STRNGTH

1. Experienced promoters and Management Expertise

Our Promoter, Mr. Bharat Gala is Commerce Graduate with experience in office stationery, file, folder and diary and has
been actively involved in this industry since last 25 years. He has hence developed immense knowledge of the stationery
industry and its intricate workings. Our promoters have developed the skill and expertise in Inventory Management,
designing and innovation in stationery products used in Education, Healthcare and Corporate organisation. Under their
guidance, knowledge and business skills we have been able to successfully implement our business plans and achieve
growth.

For further details regarding the educational qualifications and experience of our Board of Directors and our Key
Managerial Personnel please refer to chapter titled “Our Management” beginning on page no. 68 of this Letter of Offer.
We believe that our management team’s experience and their understanding of the stationery & plastic industry will enable
us to continue to take advantage of both current and future market opportunities. It is also expected to help us in addressing
and mitigating various risks inherent in our business.

2. Timely Delivery of Products

Our promoter has excellent record of delivering the products in specified time period which makes our company unique
from our competitors. In terms of Quality, our company focuses significantly on the quality of the raw materials and
finished products at all our Manufacturing units to ensure the desired quality is attained.

3. Unique Brand Positioning

The company believes in providing the customers value for their money and have positioned the products at reasonable
price with a focus on the Corporate, SME & student segment. The company believes that there is an untapped market in
the middle income segment which is both brand conscious and aspiration in nature. The company feels it is targeting one
of the fastest growing segments, having an increasing level of disposable income. Our brands give us a broader platform
to market our products to our customers.

4. Lead in Office Stationery

The Stationery industry is a fragmented and an unorganized industry & depend more on Imported material. We believe we
have created a niche for ourselves in this industry by introducing our brand for file, folder, diary and office stationery
segment. We believe our brand is synonymous with quality assurance in terms of strength and durability. We have been
able to sustain the demand for office stationery by offering a continuous flow of value additions such as innovation, new
designs and finishes. We believe that our products enjoy easy recall and help us enhance our market share.

5. Well developed distribution and marketing network

Our company has developed and implemented a wide range of networking channels throughout the industry and society to
strengthen the scope of identifying core customer base and designing right marketing strategies for procurement and liaising
to deliver customized products and solutions for clients. Our distribution and marketing network ensures our product

Page | 63
availability to our customers translating into efficient supply chain, focused customer service and short turnaround times
for product delivery.

6. Team of professional and skilled staff

Our team has been a major strength as it understands the varied needs of the client & product application and works
accordingly. From processing to finish, we try our best to ensure the quality of every single product delivered by us. Also,
we have in house design and technical team for our new product development.

7. Large & Diverse Product Portfolio

We are engaged in the manufacturing of the PP sheet, office stationery & accessories products and undertake personalize
& customize projects. We are currently manufacturing a wide range of products like Laminated sheet, PP sheet, file, folders,
cheque book folder, diary, calendar wiro, ID cards & pads with different specification & design and many other stationery
items which are used by the corporate and household.

8. Established relationship with institutional & corporate customers

Our company focuses on providing the customers with the desired quality and standard products. By providing the products
with the desired quality and standards we aim to achieve highest level of customer satisfaction and procure repeated orders
from customers.

9. Quality Assurance and Control

We follow a practice of testing our products for the desired quality and customer requirement before dispatching the same
to the customers. We perform test such as visual inspection, mechanical test, Insulation resistance test, operational test,
Continuity test and temperature & strength test to ensure the quality and safety of the products.

10. Integrated manufacturing facility

We do continuous endeavour to maintain the requisite infrastructure and technological up gradation for the smooth running
of the manufacturing process as well as to cope with the changing market demand situation. There is a continuous change
in the technology and the markets are very dynamic to the change in technology. We keep ourselves technologically
upgraded with the latest machines and infrastructure.

BUSINESS STRATEGY

1. Leveraging Market Skills

Under the leadership and experience of our Promoter namely Mr. Bharat Gala who is overseeing the marketing of the
products and also handles the co-ordination with the various corporate and government authority in the country. We have
been able to procure good & regular orders. We aim to further leverage our marketing skills and relationships and further
enhancing customer satisfaction. We also intend to further expand our client base by meeting orders in time and maintaining
customer relationships.

2. Long Term Relationship with Clients

Customer satisfaction and Strong long term relationship with the client is key to success for any organization. Our on time
delivery and quality product helps us maintain strong relationship with our customers and also gives us competitive against
our peers.

3. Achieving Operational Efficiencies

Our company aims to achieve operational efficiencies through cost reduction. We believe that this could be done through
economies of scale and further increasing our areas of operations. We continue to invest in latest technology to ensure
operational and management efficiencies, and to standard to quality.

4. Expand Distribution Network & Customer Base

Page | 64
Our company has presence in many parts of the country and aims to further increase its production capacity. We aim to
widen our marketing network further to cover unexplored areas in India and strengthen our customer base.

5. Brand Building

The industry is seeing a shift in market share from the unorganised to the organised sector. We seek to capture a greater
market share in this environment and it is important to invest in the brand to strengthen the top of the mind recall and
consequently we shall continue to invest in our brands.

6. Expand the Business in new location

We intend to continue to focus on performance and project execution in order to maximize client satisfaction. We also
intend to Develop in Drawing, design and Quality control unit for our products and also leverage advanced technologies,
designs and project management tools to increase productivity.

COLLABORATIONS

Our Company has not entered into any collaboration agreements as on date of this Letter of Offer.

OUR RAW MATERIALS

Most of our raw material like HDPE, PP, colour, chemical, fibre, fabric, metal wire and sheet. We generally procure these
raw material from local and international suppliers.

SWOT ANALYSIS

Strengths Threats

 Quality & Innovative product gives a market edge for  Changes of government policies
most of the suppliers.  Fluctuations in raw material prices
 Manufacturing of Laminated Sheet and Stationery,  Rising labour wages
demand for which is continuously rising.  Change of behaviour of consumer demand
 Competitive edge in terms of quality and competitive  Increase in Input cost can cause upward pricing
bidding.  Too many players entering and exit the market
 The company has well marketing & distribution
network.
 Long Experience of Promoter in the Field.

Weaknesses Opportunities

 Dependent upon growth in stationery industry &  Growing acceptance by consumers of new and
competition from China and International suppliers innovative stationery products
 Requirement of Finance to cater on national level  Rising in the demand for products in emerging areas
 Limited market share & presence in few segments – Education, Office and Household segments
 Customers supply at door to door on national level  E commerce and Online sale is growing and can
 Competitors can offer similar products quickly able to cater on national level easily
 Development of specialise products suitable for
SME, Exhibition, Household has huge demand

REVENUE FROM OPERATION:

Our Company sales its goods in Domestic as well as International Market. The details of geographic revenue is provided
as under;
(` in Lakh)
Particulars For the year ended on March 31,
2024 2023 2022
Domestic 3,296.22 3,293.37 3,788.01
Export (including deemed export through SEZ) 125.77 104.17 115.70
Total 3,421.98 3,397.54 3,903.71

Page | 65
COMPETITION

We face competition from different regional & national domestic stationery producers. Competitors having superior
financial, research, execution and marketing resources than us pose competition to us. Our competitors include both large
and small stationery producers in the regions and areas where we operate. We also face competition from various small
unorganized operators. However, we expect that our commitment to quality, past record of timely execution and
transparency will provide us with an edge over our competitors.

END USERS

Our diversified product portfolio enables us to cater to a wide range of preferences and consumer segments. Our products
are the Ready to use and primarily targeted to clients in Education, healthcare, hospitality, banking, insurance and Info tech
companies. Our diversified product portfolio is therefore, relatively less susceptible to shifts in consumer preferences,
market trends and risks of operating in a particular product segment.

MARKETING

The efficiency of the marketing and sales network is critical success of our Company. Our success lies in the strength of
our relationship with the customers who have been associated with our Company. Our team through their relevant
experience and good rapport with these customers owing to timely and quality delivery of service plays an instrumental
role in creating and expanding a work platform for our Company.

We believe our relationship with our customers is strong and established as we receive repeated orders. To retain our
customers, our team regularly interacts with them and focuses on gaining an insight into the additional needs of customers.
We intend to expand our existing customer base by increasing our presence in existing markets and reaching out to other
geographical areas. Our marketing team is ready to take up challenge so as to scale new heights.

INSURANCE

Our Company has insurance coverage which we consider reasonably sufficient to cover all normal risks associated with
our operations and which we believe is in accordance with the industry standards. We have taken Standard Fire & Special
Perils Policy for a substantial majority of our assets at our office and factory. Our policies are subject to customary
exclusions and customary deductibles. We believe that our insurance coverage is adequate for our business needs and
operations. We will continue to review our policies to ensure adequate insurance coverage is maintained.

INTELLECTUAL PROPERTY

The current logo of the Company belongs to and under registration in the name of Kshitij Polyline Private Limited. The
details of Intellectual Property owned by the Company are as follows;

Brand Name
Sr. Registration and Date of Current Date of
/ Logo Owner Authority
No. Class Number Application Status Expiry
Trademark
1. Device of 2424483 under Kshitij December Registrar Registered December
Class 16 in Polyline 21, 2017 Of 20, 2027
respect of Office Private Trademark,
Stationery. Limited Mumbai

OUR PROPERTIES

We own and lease certain properties for our corporate operations and projects. The brief details of some of the material
properties owned/leased by our Company are set out below:

Name of Rent /
Purchase / On Validity of
the Seller Location Area Purpose Consideration
Rent / Leased Agreement
/ Lessor (` in Lakh)
Mr. Survey No. 110/1/13, 1st 800 sq. mtrs Factory Purchased 23.00 Permanent
Hukum Floor, Amli Village,

Page | 66
 Name of Rent /
Purchase / On Validity of
the Seller Location Area Purpose Consideration
Rent / Leased Agreement
/ Lessor (` in Lakh)
Singh B. 66.K.V.A Road, Near (736.27 Sq.
Rathod Alfa Packaging, Silvassa, Mtrs Total
Dadra and Nagar Haveli- Constructed
396230 area)
Mr. Survey No. 110/1/13, 800 sq. mtrs Factory Purchased 27.00 Permanent
Hukum Ground Floor, Amli (669.46 Sq.
Singh B. Village, 66.K.V.A Road, Mtrs Total
Rathod Near Alfa Packaging, Constructed
Silvassa, Dadra and area)
Nagar Haveli- 396230
Permanent Survey No. 110/1/11 and 800 sq. mtrs Factory Purchased vide 190.00 Permanent
Magnets 110/1/12 Ground Floor, + 800 sq. Deed of Sale
Limited Amli Village, 66.K.V.A mtrs dated November
Road, Near Alfa 26, 2013
Packaging, Silvassa,
Dadra and Nagar Haveli-
396230
Ms. Office No. 417 and 418, 410 Square Registered On rent vide 0.80 per From
Manisha 4th Floor, Dimple Arcade Feet Office Rent Agreement month 01/04/2023
Chordia Premises Co Op Society dated April 2, to
Ltd, Asha Nagar Thakur 2023 31/03/2026
Complex, Poisar,
Kandivali East Mumbai-
400101

Page | 67
 OUR MANAGEMENT

Our Articles of Association require us to have not less than 3 Directors and not more than 15 Directors, subject to the
applicable provisions of the Companies Act, 2013. Set forth below are details regarding our Board as on the date of this
Letter of Offer.

We currently have Five (5) directors on our Board.

1. Mr. Mahendra Kumar Jain : Chairperson & Executive Director

2. Ms. Vineeta Jain : Executive Director
3. Mrs. Manisha Chordia : Non-Executive Director
4. Mr. Mayur Jitendra Thakar : Independent Director
5. Mr. Ruhini Kumar Chakraborty : Independent Director
6. Mr. Rushiraj Zaverbhai Patel : Independent Director

The Following table sets forth details regarding the Board of Directors as of the date of this Letter of offer.

MR. MAHENDRA KUMAR JAIN

Father’s Name Mr. Laxmipat Jain
Present Address House No. 301, Olive, D1, Wing-B, Yogi Hospital, Park City, Silvassa, Dadra & Nagar
Haveli - 396230
Date of Birth 12/12/1957
Age 66 years
Designation Chairman and Executive Director
Status Executive
DIN 09765526
Occupation Business
Nationality Indian
Qualification Bachelor of Commerce
No. of Years of Experience 33 years of experience in Production Operation
Date of Appointment 14/10/2022
Term of Appointment He holds the office for the period of five (5) years w.e.f. October 14, 2022, liable to
retire by rotation.
Other Directorships/ Sparion Infrastructure Private Limited
Designated Partner Kshitij E-Stores Ventures Private Limited

MRS. VINEETA JAIN

Father’s Name Mr. Arjun Jain
Present Address E-201, Rakhee Vasant Utsav, C.H.S. Thakur Village, Near Thakur College, Kandivali
East, Mumbai, Maharashtra, 400101
Date of Birth 11/11/1982
Age 42 years
Designation Additional (Executive) Director
Status Executive
DIN 10481057
Occupation Business
Nationality Indian
Qualification Master of Business Administration
No. of Years of Experience 5 years of experience in multiple industries
Date of Appointment 31/01/2024
Term of Appointment Till the next general meeting of the Company or three months from the date of
appointment whichever is earlier, liable to retire by rotation
Other Directorships/ -
Designated Partner

MRS. MANISHA CHORDIA

Father’s Name Mr. Himmat Singh Choudhary
Address C- 601, Kanakia Samarpan W.E.H, Borivali (East), Mumbai, Maharashtra – 400066,
India

Page | 68
Date of Birth 12/06/1984
Age 39 years
Designation Non-Executive Director
Status Non-Executive
DIN 06530154
Occupation Business
Nationality Indian
Qualification Bachelor of Commerce
No. of Years of Experience She shares her valuable experience in moulding the marketing strategies of the Company
and actively participates in enhancing the Brand of KPL products.
Date of Appointment 02/06/2022
Term of Appointment Liable to retire by rotation
Other Directorships/ 4E Advisory Private Limited
Designated Partner

MR. RUSHIRAJ ZAVERBHAI PATEL

Father’s Name Mr. Zaverbhai S Patel
Address B-10, Krishna Bunglows, Near Lad Society, Sandesh Press Road, Bodakdev,
Ahmedabad, Gujarat – 380054, India
Date of Birth 22/04/1989
Age 34 years
Designation Independent Director
Status Non-Executive
DIN 08017580
Occupation Business
Nationality India
Qualification B.Pharm
Post Graduate Diploma in Agri Business Management
No. of Years of Experience 10 years
Date of Appointment 08/02/2018
Term of Appointment He Holds the office as Non-Executive Independent Director of the company w.e.f.
January 5, 2023, not liable to retire by rotation.
Other Directorships/ Vasuki Global Industries Limited
Designated Partner A2Z Sahay Enterprises Private Limited
Ideal Technoplast Industries Limited

MR. MAYUR JITENDRA THAKAR

Father’s Name Mr. Jitendra Girijashankar Thakar
Address A/G4 Soham Tower,90 Feet Road, Near National Dairy, Bhayander West Thane,
Maharashtra – 401101, India
Date of Birth 22/07/1974
Age 49 years
Designation Independent Director
Status Non-Executive
DIN 08156395
Occupation Business
Nationality Indian
Qualification MBA-Finance
No. of Years of Experience 30 years of job experience in managing the overall Finance, Accounts, Taxation and
Commercial function with strategic planning, budgeting, procurement and statutory
compliances across the tenure & career track of delivering on time.
Date of Appointment 01/06/2023
Term of Appointment He holds the offices as an Independent Director of the company w.e.f. June 1, 2023 not
liable to retire by rotation
Other 1. Elegant Floriculture & Agrotech (India) Limited
Directorships/
Designated Partner

Page | 69
 MR. RUHINI KUMAR CHAKRABORTY
Father’s Name Mr. Asiwini Kumar Chakraborty
Address 9/2A, Feeder Road, Belgharia North 24 Paraganas, Kolkata, West Bengal – 700056,
India
Date of Birth 01/04/1956
Age 67 years
Designation Independent Director
Status Non-Executive
DIN 08124270
Occupation Business
Nationality Indian
Qualification B.COM
No. of Years of Experience More than 40 years in Security Market
Date of Appointment 01/06/2023
Term of Appointment He holds the offices as an Independent Director of the company w.e.f. June 1, 2023 not
liable to retire by rotation
Other Directorships/ -
Designated Partner

BRIEF BIOGRAPHIES OF DIRECTORS

Mr. Mahendra Kumar Jain

Mr. Mahendra Kumar Jain holds 33 years of experience in Production Operation. He is an Executive Director and CFO of
the Company. He even manages real estate & properties of companies in Kolkata client like ICICI Bank/Indusind
Bank/Care Insurance/ Exide life insurance. He holds strong experience in workplace management and operational activities
along with providing support to finance department for budget, cashflow and liaising activity. He acts as one of the key
managers for executing the complex task of the Company which is also acclaimed by the Company.

Ms. Vineeta Jain

Ms. Vinita Jain holds master’s in business administration (MBA) from Sikkim Manipal University, she has also done a
Hospitality Management course from AHA. She has overall experience of five years in multiple industries. She has handled
H1B recruitment for organizations like Microsoft and Aditi Technologies. She has experience in writing professional
resumes and cover letters and have written for Shine.com and wisdomjobs.com. She has expertise in content writing and
proficiently written unique content on varied subjects for Blogs, Websites, SEO/SEM articles for domains like Travel &
e-Commerce inclusive of Product Descriptions etc. Her last organization was Fintrade L’Amour Services as HR Admin.

Mrs. Manisha Chordia

Mrs Manisha Chordia has 10 years of experience in accountancy and finance. She has experience in finance management
including Banking, investments and advisory. She has appeared for Mutual fund Distributors Certification Examination.

Mr. Rushiraj Zaverbhai Patel

Rushiraj Patel, Independent Director, is a B. Pharm.- pharmacist from the pharmacy college - LM College of Pharmacy,
Ahmadabad. He further did Post Graduate Diploma in Agri – Business Management from IIM-Ahmadabad. He started his
career with Research and Strategy officer of regional party. He also held various leadership positions during his college
career & IIM project. He has been a Strategy and business advisors to various businesses for their business expansion,
growth and improve the overall efficiency of the firm. He has being advisors for clients in Pharma, Stationery, Chemical
and bulk drug industry. He has successfully advised companies in their growth journey over the past 3 years and has worked
across various sectors. He has also worked with private educational coaching institutes like IMS, Endeavor, Elite,
Renaissance, Arihant in the past on the operational and strategy roles who are into Coaching for various management and
higher studies competitive exams. He holds the experience and knowledge to explore various strategies that he has used
successfully in the past to grow organizations across sectors.

Mr. Mayur Jitendra Thakar

Mr. Mayur Thakar is a qualified MBA - Finance with over 30 years of job experience in managing the overall Finance,
Accounts, Taxation and Commercial function with strategic planning, budgeting, procurement and statutory compliances

Page | 70
across the tenure & career track of delivering on time. He has been appointed as Independent director of the Company. He
has in-depth knowledge of Fund Based & Non-Fund Based limits, Export Credit Facilities viz. Pre-shipment & Post-
shipment finance, Bank Guarantee & opening of Letter of Credit alongwith Preparation of documents & Liasioning with
Bankers, NBFCs’ for Project Funding, Working Capital Limit, Export Credit Facilities, LRD, LAP etc. He is very effective
at Working Capital Management, Fund Planning, Cash Flow Management & Banking operations of the company.

Mr. Ruhini Kumar Chakraborty

Mr. Ruhini Kumar Chakraborty holds a rich experience of more than 40 years in the filed of Security Market. He was
working at Daulal & Co. Cd. stock Exchange, Damani & Sons, Bimalkar Ghosh, Globe Capital market, Systematix Shares
& Stock India Ltd. Later on, he worked as the sub broker with PRB Securities Pvt. Ltd. Mg Bangur & Co and Apollo
Sindoori.

CONFIRMATION

Except disclosed below, none of our Directors is or was a director of any company listed on any stock exchange, whose
shares have been or were suspended from being traded during the five years preceding the date of this Letter of Offer,
during the term of his/her directorship in such company.

Name of Director Ruhini Kumar Chakraborty

Name of the Company Ejecta Marketing Limited
Listed on BSE Limited
Date of suspension on the stock exchanges May 17, 2021
If trading suspended for more than three Non-Compliance of with Regulation 27(2) and Regulation 31 for two
months, reasons for suspension and period consecutive quarter i.e. September, 2020 and December, 2020 of the
of suspension SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
If the suspension of trading revoked, the Not Applicable. However, vide BSE Order dated June 16, 2023 had
date of revocation of suspension compulsorily delisted the Ejecta Marketing Limited.
Term (along with relevant dates) of the From 02/05/2018 to 19/05/2021
director in the above company

None of our Director is or was a director of any listed company which has been or was delist from any stock exchange,
during the term of their directorship in such company, in the last five years immediately preceding the date of filing of this
Letter of Offer.

CORPORATE GOVERNANCE

The provisions of the SEBI Listing Regulations and the Companies Act with respect to corporate governance are applicable
to us.

We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations,
Companies Act and the SEBI (ICDR) Regulations, in respect of corporate governance including constitution of our Board
and Committees thereof. Our corporate governance framework is based on an effective independent Board, separation of
the Board ‘s supervisory role from the executive management team and constitution of the Board Committees, as required
under law.

Our Board undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing
Regulations and the Companies Act. Our Board functions either directly, or through various committees constituted to
oversee specific operational areas.

Committees of our Board

In addition to the committees of our Board detailed below, our board may from time to time constitute committees for
various functions.

1. Audit Committee.
2. Nomination and Remuneration Committee.
3. Stakeholders Relationship Committee.

Page | 71
Details of composition, terms of reference etc. of each of the above committees are provided hereunder.

1. Audit Committee:

The present constitution of the Audit Committee is as follows:

Name of the Directors Designation Nature of Directorship

Mayur Jitendra Thakkar Independent Director Chairman
Ruhini Kumar Chakraborty Independent Director Member
Mahendra Kumar Jain Executive Director Member

Our Company Secretary and Compliance officer act as the secretary of the Audit Committee. The scope and function of
the Audit Committee and its terms of reference shall include the following:

Role of Committee:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission
to the board for approval, with particular reference to:
a) Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) major accounting entries involving estimates based on the exercise of judgment by management;
d) significant adjustments made in the financial statements arising out of audit findings;
e) compliance with listing and other legal requirements relating to financial statements;
f) disclosure of any related party transactions;
g) modified opinion(s) in the draft audit report;
5. reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation or
proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this
matter;
7. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. approval or any subsequent modification of transactions of the listed entity with related parties;
9. scrutiny of inter-corporate loans and investments;
10. valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. evaluation of internal financial controls and risk management systems;
12. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
13. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
14. discussion with internal auditors of any significant findings and follow up there on;
15. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post
audit discussion to ascertain any area of concern;
17. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
18. to review the functioning of the whistle blower mechanism;
19. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.
of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing as on the date of coming into force of this provision.

Page | 72
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the listed entity and its shareholders.
23. Call for comments of the auditors about internal control systems, scope of audit including the observations of the
auditor and review of the financial statements before submission to the Board;
24. Further, the Audit committee is empowered to investigate any activity within its terms of reference, seek information
it requires from any employee, obtain outside legal or other independent professional advice and secure attendance
of outsiders with relevant expertise, if considered necessary. Apart from the above, the Audit Committee also
exercises the role and powers entrusted upon it by the Board of Directors from time to time.

REVIEW OF INFORMATION BY THE COMMITTEE: -

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters/letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses;
5. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit
Committee and
6. Statement of deviations:
a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).
b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice
in terms of Regulation 32(7).
7. Review and monitor the auditors’ independence and performance, and effectiveness of audit process;
8. Examination of the financial statement and auditors’ report thereon;
9. Approval or any subsequent modification of transactions of the Company with related parties;
10. Scrutiny of inter-corporate loans and investment;
11. Valuation of undertakings or assets of the Company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Monitoring the end use of funds raised through public offers and related matters;
14. Any other matters as prescribed by law from time to time.

POWERS OF COMMITTEE: -

1. May call for comments of auditors about internal control system, scope of audit, including observations of auditors
and review of financial statement before their submission to board;
2. May discuss any related issues with internal and statutory auditors and management of the Company;
3. To investigate into any matter in relation to above items or referred to it by Board;
4. To obtain legal or professional advice from external sources and have full access to information contained in the
records of the Company;
5. To seek information from any employee;
6. To secure attendance of outsiders with relevant expertise, if it considers necessary;
7. Any other power may be delegated to the Committee by way of operation of law.

Quorum and Meetings

The audit committee shall meet as and when required to discuss and approve the items included in its role. The quorum of
the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher,
subject to minimum two Independent Director shall present at the Meeting.

2. Nomination and Remuneration Committee:

The present constitution of the Nomination and Remuneration Committee is as follows:

Name of the Directors Designation Nature of Directorship

Mayur Jitendra Thakkar Independent Director Chairperson
Manisha Chordia Non-Executive Director Member
Ruhini Kumar Chakraborty Independent Director Member

Page | 73
Our Company Secretary and Compliance officer shall act as the secretary of the Committee.

Terms of reference

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel
and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) consider the time commitments of the candidates.
3. formulation of criteria for evaluation of performance of independent directors and the board of directors;
4. devising a policy on diversity of board of directors;
5. Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.
7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

Quorum and Meetings

The Committee is required to meet at least once a year. Additional meetings are held for the purpose of recommending
appointment/re-appointment of Directors and Key Managerial Personnel and their remuneration. The quorum necessary
for a meeting of the Nomination and Remuneration Committee is one third of total members of the Nomination and
Remuneration Committee or 2 members, whichever is higher.

3. Stakeholder Relationship Committee:

The present constitution of the Nomination and Remuneration Committee is as follows:

Name of the Directors Designation Nature of Directorship

Ruhini Kumar Chakraborty Independent Director Chairman
Mahendra Kumar Jain Executive Director Member
Mayur Jitendra Thakkar Independent Director Member

Our Company Secretary and Compliance officer shall act as the secretary of the Committee.

Terms of Reference

The role of the committee shall inter-alia include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the
company.

Quorum and Meetings

The Stakeholders Relationship Committee shall meet as and when require to discuss and approve the items included in its
role. The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever
is higher.

Page | 74
MANAGEMENT ORGANIZATION STRUCTURE

The Management Organization Structure of the company is depicted from the following chart:

Board of Directors

Mahendra Kumar Jain

Manisha Chordia
(Chairman and Executive Independent Directors
(Non-Executive Director)
Director)

Production, Finance,
Administration
Legal

Our Key Management Personnel

The Key Managerial Personnel of our Company other than our Executive Director are as follows: -

Remuneration
Previous paid in F.Y.
Name, Designation and Date of Joining Qualification
Employment 2022-23)
(₹in Lakhs)
Name Ms. Nikita Mehta Hold the Degree of
Designation Company Secretary and Compliance Officer the Company
Date of June 18, 2024 Secretary from
Appointment Institute of
Company Cavitak Not applicable
Secretary of India Marketing as appointed
& Cost and Private w.e.f.
Management Limited 18/06/2024
Accountants from
the Institute of
Cost Accountants
of India
Overall
She has an experience of more than 3 years in the field of Secretarial and Compliance related activities.
Experience
Name Mr. Mahendra Kumar Jain Not applicable
Hold the Degree of
Designation Chief Financial Officer as appointed
Bachelor of -
Date of w.e.f. January
January 31, 2024 Commerce
Appointment 31, 2024
Overall Mr. Mahendra Kumar Jain holds 33 years of experience in Production Operation. He is an Executive
Experience Director and CFO of the Company. He even manages real estate & properties of companies in Kolkata
client like ICICI Bank/Indusind Bank/Care Insurance/ Exide life insurance. He holds strong experience
in workplace management and operational activities along with providing support to finance
department for budget, cashflow and liaising activity. He acts as one of the key managers for executing
the complex task of the Company which is also acclaimed by the Company.

BONUS OR PROFIT-SHARING PLAN FOR THE KEY MANAGEMENT PERSONNEL

Page | 75
Our Company does not have any bonus or profit-sharing plan for our Key Managerial personnel.

CHANGES IN THE KEY MANAGEMENT PERSONNEL

The following are the changes in the Key Management Personnel in the last three years preceding the date of filing of this
Letter of Offer, otherwise than by way of retirement in due course.

Name of Directors Date of Event Nature of Events Reason for the changes in the board
Resignation as Chief financial officer of the
Mr. Rahul Ramesh Shah 22/11/2023 Resignation
Company.
Resignation as Managing Director and Chief
Mr. Bharat Hemraj Gala 19/10/2023 Resignation
Executive Director of the Company.
Reappointment as Managing Director of the
Mr. Bharat Hemraj Gala 27/09/2023 Reappointment
Company for a period of three years
Appointment as Company secretary and
Ms. Devyani Maheshwari 11/07/2023 Appointment
Compliance officer of the Company
Appointment as Chief financial officer of the
Mr. Rahul Shah 11/07/2023 Appointment
Company
Appointment as Chief executive officer in
Mr. Bharat Hemraj Gala 11/07/2023 Appointment
addition to the position of Managing Director
Resignation as Chief Executive officer of the
Mr. Rahul Shah 05/07/2023 Resignation
Company
Mrs. Manisha Ravindra Resignation as Chief Financial officer of the
01/07/2023 Resignation
Dedhia Company
Resignation as Company secretary and
Mr. Rajat Manjrekar 25/04/2023 Resignation
Compliance officer of the Company
Appointment as Company secretary and
Mr. Rajat Manjrekar 13/02/2023 Appointment
Compliance officer of the Company
Resignation as Company secretary and
Ms. Nisha Kushwaha 31/12/2022 Resignation
Compliance officer of the Company
Resignation as Wholetime Director of the
Mr. Rahul Devshi Shah 14/10/2022 Resignation
Company
Mrs. Manisha Ravindra Appointment as Chief financial Officer of the
24/05/2022 Appointment
Dedhia Company
Resignation from the post of Chief financial
Ms. Nandani Kothari 08/09/2021 Resignation
officer of the Company
Appointment as Chief financial Officer of the
Ms. Nandani Kothari 01/03/2021 Appointment
Company
Resignation as Chief financial Officer of the
Mr. Vijay Dhabliya 30/11/2020 Resignation
Company
Appointment as Chief financial Officer of the
Mr. Mahendra Kumar Jain 31/01/2024 Appointment
Company
Appointment as Additional (Executive)
Ms. Vineeta Jain 31/01/2024 Appointment
Director of the Company
Resignation from the post of Company
Ms. Devyani Maheshwari 16/04/2024 Resignation
Secretary of the Company
Ms. Rajul Visaria Dhimant 19/12/2023 Resignation Resignation as Director of the Company
Appointment as Company secretary and
Ms. Nikita Mehta 18/06/2024 Appointment
Compliance officer of the Company

Page | 76
 OUR PROMOTERS AND PROMOTER GROUP

Our Promoters

The following Individuals are our Promoters.

1. Mr. Bharat Hemraj Gala

2. Mr. Hemraj Bhimshi Gala
3. Mrs. Rita Bharat Gala

MR. BHARAT HEMRAJ GALA

Bharat Hemraj Gala, promoter of the Company is Diploma in Plastic Engineering from
Shree Bhagubhai Polytechnic College, Mumbai, and has more than 20 years of experience
in Plastic & Stationery Industry. He started the business of manufacturing Plastic
Stationery and Laminated & PP Sheets.

During his career, he has developed a wide range of products with versatile application in
lamination sheet, PP sheet, Office stationery accessories, Wiro Products and Files &
Folders. He has continually kept himself updated about new technologies by visiting and
participating in International and Domestic Exhibitions and trade fairs.

With his acumen and knowledge, Company has achieved new heights. They have
commenced indenting Wiro products and other raw materials from China and Korea.
Under his guidance, company has developed a state-of-the-art channel for marketing
products, Technological up gradation and professional management for day to day
business activities.
Date of Birth 25/06/1975
Age 48 years
Educational Qualification Diploma in Plastic Engineering
Present Residential Flat No. 802, 8th Floor, Minal Tower, Old Nagardas Road Andheri East, Mumbai
Address Maharashtra – 400069, India
Position/posts held in the He was originally appointed as Chairman and Managing Director of the company Director
past of the company on Incorporation i.e. March 26, 2008. After that he was re-appointed as
Managing Director of the company for the period of five (5) years w.e.f. February 8, 2018.
Further, he was even appointed as Chief Executive Officer of the Company w.e.f. July
11, 2023. Later on he resigned from the post of CEO and Managing Director w.e.f.
October 19, 2023.
Directorship held Sparion Infrastructure Private Limited
Kshitij E-Stores Ventures Private Limited
Lucky Plastics And Stationery Limited
Other Ventures  Bharat Hemraj Gala HUF
 Lucky Plastics

MR. HEMRAJ BHIMSHI GALA

Mr. Hemraj Bhimshi Gala is Promoter of Kshitij Polyline Pvt. Ltd. He has an experience
of more than 40 years of product development, trading of stationery, channel management
and brand creation. He shares this valuable experience in moulding the marketing
strategies of the company and R&D for new product development.

Date of Birth 27/04/1950

Age 73 years
Educational Qualification Standard 5th
Present Residential Flat No. 802, 8th Floor, Minal Tower, Old Nagardas Road Andheri East, Mumbai
Address Maharashtra – 400069, India

Page | 77
 Position/posts held in the -
past
Directorship held Lucky Plastics And Stationery Limited
Other Ventures  Hemraj Gala HUF
 Lucky Plastics
 Amadeep Garments Stores

MRS. RITA BHARAT GALA

Rita Bharat Gala, promoter of the Company, is B.A in Economics, from Mumbai
University and has more than 15 years of experience in customer relationship
management & Human resources she has single handedly managed ample exhibitions and
fairs. She is familiar with a lot of software and her skills help her play a supportive role
in many management activities.

Date of Birth 19/09/1975

Age 47 years
Educational Qualification B.A.
Present Residential B-4, Savita Sadan, S.N. Road, Andheri East, Mumbai 400069, Maharashtra, India.
Address
Position/posts held in the She was initially appointed as Non-executive Independent Director of the Company on
past 31/03/2015. Further she resigned from the post of Independent Director w.e.f 17/03/2016.
She was further appointed as Non-executive Director w.e.f. 29/11/2017. However, she
resigned w.e.f. 11/12/2019.
Directorship held Lucky Plastics And Stationery Limited
Other Ventures -

OUR PROMOTER GROUP:

In addition to our Promoters named above, the following individuals and entities form a part of the Promoter’ Group:

b. The following individuals form a part of the Promoter’ Group:

Relationship Mr. Bharat Hemraj Gala Mrs. Rita Bharat Gala Mr. Hemraj Bhimshi Gala
with Promoter
Father Mr. Hemraj Bhimshi Gala Mr. Devshi Shah Mr. Bhimshi Gala
Mother Mrs. Amrutben Hemraj Gala Mrs. Amrutben Devshi Shah Mrs. Ratnaben Bhmishi Gala
Spouse Mrs. Rita Bharat Gala Mrs. Bharat Hemraj Gala Mrs. Amrutben Hemraj Gala
Brother/s Mr. Rajesh Hemraj Gala Mr. Rahul Devshi Shah Mr. Manilal Bhimshi Gala
Mr. Kalpesh Hemraj Gala Mr. Chetan Devshi Shah Mr. Pravin Bhimshi Gala
Sister/s - - Mrs. Shantiben Dharmashi Savla
Mrs. Champaben Thakarshi Karia
Mrs. Diwaliben Punshi Satra
Mrs. Amrutben Dhanji Nisar
Son/s - - Mrs. Bharat Hemraj Gala
Mr. Rajesh Hemraj Gala
Mr. Kalpesh Hemraj Gala
Daughter/s Ms. Kshitika Bharat Gala Ms. Kshitika Bharat Gala -
Ms. Manasvi Bharat Gala Ms. Manasvi Bharat Gala
Daughter-in-Law - - Mrs. Rita Bharat Gala
Mrs. Mital Gala
Mrs. Manjula Gala
Spouse’s Father Mr. Devshi Shah Mr. Hemraj Bhimshi Gala -
Spouse’s Mother Mrs. Amrutben Devshi Shah Mrs. Amrutben Hemraj Gala -
Spouse’s Mr. Rahul Devshi Shah Mr. Rajesh Hemraj Gala -
Brother/s Mr. Chetan Devshi Shah Mr. Kalpesh Hemraj Gala
Spouse’s Sister/s - - -

Page | 78
c. Companies, Firms, Entities and HUFs forming part of Promoter Group:

Sr. No. Name of Entities

1. Lucky Plastics (Fort)
2. Lucky Plastics (Andheri)
3. Deepak Hardware Stores
4. Hemraj Gala HUF
5. BHARAT HEMRAJ GALA HUF
6. Amadeep Garments Stores
7. Kshitij E-Stores Ventures Private Limited
8. Sparion Infrastructure Private Limited
9. Lucky Plastics And Stationery Limited

Page | 79
 DIVIDEND POLICY
Under the Companies Act, 2013 our Company can pay dividends upon a recommendation by our Board of Directors and
approval by a majority of the shareholders at the General Meeting and as per provisions of Articles of Association of our
Company. The shareholders of the Company have the right to decrease but not to increase the amount of dividend
recommended by the Board of Directors. The dividends may be paid out of profits of our Company in the year in which
the dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of both. The Articles
of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim dividends.
All Dividends upon recommendation by our Board of Directors and approved by the shareholders at the General Meeting
will be paid to credit of registered shareholders by way of cheque or warrant or in any electronic mode.
Our Company does not have any formal dividend policy for the Equity Shares. The declaration and payment of dividend
will be recommended by our Board of Directors and approved by the shareholders of our Company at their discretion and
will depend on a number of factors, including the results of operations, earnings, capital requirements and surplus, general
financial conditions, applicable Indian legal restrictions and other factors considered relevant by our Board of Directors.
For details of risks in relation to our capability to pay dividend, please refer Risk Factor No. 27 under section titled “Risk
Factors” beginning on Page No. 22 of this Letter of Offer.

Page | 80
 SECTION VII – FINANCIAL INFORMATION

FINANCIAL STATEMENTS
Sr. No. Particulars Page Nos.
1. Audited Standalone Financial Statements for FY 2023-24 F – 1 to F – 37
2. Audited Consolidated Financial Statements for FY 2023-24 F – 38 to F – 53
3. Audited Standalone Financial Statements for FY 2022-23 F – 54 to F – 75
4. Audited Consolidated Financial Statements for FY 2022-23 F – 76 to F – 97

Page | 81
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F - 10
F - 11
F - 12
F - 13
F - 14
F - 15
F - 16
F - 17
F - 18
F - 19
F - 20
F - 21
F - 22
F - 23
F - 24
F - 25
F - 26
F - 27
F - 28
F - 29
F - 30
F - 31
F - 32
F - 33
F - 34
F - 35
F - 36
F - 37
F - 38
F - 39
F - 40
F - 41
F - 42
F - 43
F - 44
F - 45
F - 46
F - 47
F - 48
F - 49
F - 50
F - 51
F - 52
F - 53
F - 54
F - 55
F - 56
F - 57
F - 58
F - 59
F - 60
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
%DODQFH6KHHWDVRQ0DUFK
5VLQ/DFV
3DUWLFXODUV 1RWHV1R $VRQ0DUFK $VRQ0DUFK

(48,7<$1'/,$%,/,7,(6

6KDUHKROGHUV¶IXQGV
D 6KDUHFDSLWDO   
E 5HVHUYHVDQGVXUSOXV   
F 0RQH\UHFHLYHGDJDLQVWVKDUHZDUUDQWV $  

6KDUHDSSOLFDWLRQPRQH\SHQGLQJDOORWPHQW

1RQFXUUHQWOLDELOLWLHV
D /RQJWHUPERUURZLQJV   
E 'HIHUUHGWD[OLDELOLWLHV QHW  
 
F 2WKHUORQJWHUPOLDELOLWLHV 
G /RQJWHUPSURYLVLRQV 

&XUUHQWOLDELOLWLHV
D 6KRUWWHUPERUURZLQJV   
E 7UDGHSD\DEOHV   
 $ WRWDORXWVWDQGLQJGXHVRIPLFURHQWHUSULVHVDQGVPDOOHQWHUSULVHV 

DQG
 $ WRWDORXWVWDQGLQJGXHVRIFUHGLWRUVRWKHUWKDQPLFURHQWHUSULVHVDQG 
VPDOOHQWHUSULVHV
F 2WKHUFXUUHQWOLDELOLWLHV   
G 6KRUWWHUPSURYLVLRQV 
 

727$/  

$66(76
1RQFXUUHQWDVVHWV
D  L 3URSHUW\3ODQW HTXLSPHQW   
LL ,QWDQJLEOHDVVHWV
LLL &DSLWDOZRUNLQSURJUHVV 
LY ,QWDQJLEOHDVVHWVXQGHUGHYHORSPHQW 
Y )L[HGDVVHWVKHOGIRUVDOH 

E 1RQFXUUHQWLQYHVWPHQWV  

F 'HIHUUHGWD[DVVHWV QHW 
G /RQJWHUPORDQVDQGDGYDQFHV  
 
H 2WKHUQRQFXUUHQWDVVHWV   

&XUUHQWDVVHWV
D &XUUHQWLQYHVWPHQWV
E ,QYHQWRULHV   
F 7UDGHUHFHLYDEOHV   
G &DVKDQGFDVKHTXLYDOHQWV   
H 6KRUWWHUPORDQVDQGDGYDQFHV   
I 2WKHUFXUUHQWDVVHWV  
 

727$/  

&ŽƌsZΘ^^K/d^ )RUDQGRQEHKDOIRIWKH%RDUGRI
ŚĂƌƚĞƌĞĚĐĐŽƵŶƚĂŶƚƐ .VKLWLM3RO\OLQH/LPLWHG
&ŝƌŵZĞŐŝƐƚƌĂƚŝŽŶEŽ͗ϭϬϰϳϮϳt &,1/0+3/&

ƐĚͬͲ VG VG

<ZhE>Z,D,dd %KDUDW*DOD 0DKHQGUD.XPDU-DLQ
WZdEZ 0DQDJLQJ'LUHFWRU 'LUHFWRU
D͘EK͗ϭϱϬϬϱϯ ',1 ',1
ĂƚĞ͗ϮϵͬϬϱͬϮϬϮϯ
WůĂĐĞ͗DƵŵďĂŝ VG VG
h/E͗ϮϯϭϱϬϬϱϯ't:E>ϰϮϱϳ 5DKXO6KDK ;DĂŶŝƐŚĂĞĚŚŝĂͿ
&KLHI([HFXWLYHRIILFHU ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

VG
;^ĞLJĂĂŶŝDĂŚĞƐŚǁĂƌŝͿ
ŽŵƉĂŶLJ^ĞĐƌĞƚĂƌLJ

F - 61
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6WDWHPHQWRI3URILWDQG/RVVIRUWKHSHULRGHQGLQJ0DUFK 5VLQ/DFV
3DUWLFXODUV 1RWHV )RUWKH3HULRG(QGLQJ )RUWKH3HULRGHQGLQJ
1R 0DUFK 0DUFK

5HYHQXHIURPRSHUDWLRQV     


2WKHULQFRPH     

7RWDO,QFRPH ,,,  

([SHQVHV
D &RVWRI0DWHULDO&RQVXPHG     
F &KDQJHVLQ,QYHQWRULHV     
E (PSOR\HHEHQHILWVH[SHQVH     
F )LQDQFHFRVWV     
G 'HSUHFLDWLRQDQGDPRUWLVDWLRQH[SHQVH     
H 2WKHUH[SHQVHV     

7RWDOH[SHQVHV  

3URILW /RVV EHIRUHH[FHSWLRQDODQGH[WUDRUGLQDU\LWHPVDQGWD[     

([FHSWLRQDOLWHPV 3ULRU3HULRG,WHP   

3URILW /RVV EHIRUHH[WUDRUGLQDU\LWHPVDQGWD[    

([WUDRUGLQDU\LWHPV   

3URILW /RVV EHIRUHWD[    

7D[H[SHQVH
D &XUUHQWWD[H[SHQVHIRUFXUUHQW\HDU   
E  /HVV 0$7FUHGLW ZKHUHDSSOLFDEOH
F &XUUHQWWD[H[SHQVHUHODWLQJWRSULRU\HDUV
G ([FHVV 6KRUW 3URYLVLRQRI,QFRPH7D[:ULWWHQ%DFN
H 'HIHUUHGWD[   
7RWDO    

3URILW /RVV IRUWKH\HDU     

%URXJKW)RUZDUG3URILW
6XUSOXV&DUULHGWR%DODQFH6KHHW

(DUQLQJVSHUVKDUH
D %DVLF
L &RQWLQXLQJRSHUDWLRQV   
E 'LOXWHG
L &RQWLQXLQJRSHUDWLRQV   

6LJQLILFDQW$FFRXQWLQJ3ROLFLHVDQG1RWHVWR$FFRXQW 

)RU95&$ $662&,$7(6 )RUDQGRQEHKDOIRIWKH%RDUGRI

&KDUWHUHG$FFRXQWDQWV .VKLWLM3RO\OLQH/LPLWHG
)LUP5HJLVWUDWLRQ1R: &,1/0+3/&

VG VG VG

&$.581$/%5$+0%+$77 %KDUDW*DOD 0DKHQGUD.XPDU-DLQ
3$571(5 0DQDJLQJ'LUHFWRU 'LUHFWRU
012 ',1 ',1
'DWH
3ODFH0XPEDL VG VG
8',1%*:-1/ 5DKXO6KDK ;DĂŶŝƐŚĂĞĚŚŝĂͿ
&KLHI([HFXWLYHRIILFHU ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

VG
;^ĞLJĂĂŶŝDĂŚĞƐŚǁĂƌŝͿ
ŽŵƉĂŶLJ^ĞĐƌĞƚĂƌLJ

F - 62
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6FKHGXOHV)RUPLQJ3DUW2I%DODQFH6KHHW$V2Q0DUFK

1RWHV1R6+$5(&$3,7$/
5VLQ/DFV
$VRQ0DUFK $VRQ0DUFK
3DUWLFXODUV
1XPEHURI 1XPEHURIVKDUHV
$PRXQW $PRXQW
VKDUHV

D $XWKRULVHG
(TXLW\VKDUHVRI5VHDFKZLWKYRWLQJULJKWV    

E ,VVXHG
 L (TXLW\VKDUHVRIC5VHDFKZLWKYRWLQJULJKWV5V    

F 6XEVFULEHGDQGIXOO\SDLGXS
 L (TXLW\VKDUHVRIC5VHDFKZLWKYRWLQJULJKWV5V    

7RWDO    

5HFRQFLOLDWLRQRI1RRI6KDUHVRIHDFKFODVVRILVVXHG&DSLWDO

3DUWLFXODUV (TXLW\
&XUUHQW<HDU 3UHY<HDU

1RRIVKDUHVRXWVWDQGLQJDWWKHEHJLQQLQJRIWKH<HDURI5V
HDFKDWSDUYDOXH5VHDFKDWSDUYDOXH  
%RQXV,VVXHGXULQJWKH\HDU  
0RYHPHQWGXULQJWKH\HDU )XQGVUDLVHGE\,QLWLDO3XEOLF2IIHU  

%DODQFH6KDUHV2XWVWDQGLQJ  

0RQH\5HFG$JDLQVW6KDUH:DUUDQWV3HQGLQJ$ORWPHQW 21/<0RQH\5HFG
3DUWLFXODUV (TXLW\
&XUUHQW<HDU

$EKLVKHN.XPDU3RGGDU 
%KDYLVK\D(FRPPHUFH 
&KLQWDQ6KDK 
+HPDO$UXQEKDL0HKWD 
.DPDO%KXSDWUDL3DUHNK+XI 
1DUHQGUD3DUVKXUDP  

 

Details of Shareholders holding more than 5% of Total Shares :-

Shares FV Rs 2/-
&XUUHQW<HDUDVRQ &XUUHQW<HDU
Particulars No.of Shares % No.of Shares %
Mr. Bharat H. Gala 1,20,83,670 23.86% 28,65,700 28.28%
Mrs. Rita B Gala 28,11,100 5.55% 5,85,550 5.78%
Mr. Hemraj B Gala 1,19,66,825 23.63% 28,62,313 28.25%

2,68,61,595 63,13,563

F - 63
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6RQ0DUFK

1RWHV1R5(6(59(6$1'6853/86

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

352),7 /266$&

$6HFXULWLHV3UHPLXP5HVHUYH
$VSHUODVW%DODQFH6KHHW  
  
$GG0RYHPHQWGXULQJWKH\HDU
/HVV8VHGIRUDOORWPHQWRI%RQXV6KDUHV  

&ORVLQJEDODQFHDWWKHHQGRIWKH\HDU  
  

%6XUSOXVLQ6WDWHPHQWRI3URILWDQG/RVV
6XUSOXVDWEHJLQQLQJRI\HDU  
  
/HVV8VHGIRUDOORWPHQWRI%RQXV6KDUHV
$GG1HW3URILW)RUWKHFXUUHQW\HDU  
  
 
  

7RWDO  

  

1RWHV1R/21*7(50%2552:,1*6

1RQ&XUUHQW &XUUHQW
3DUWLFXODUV $VDWVW0DUFK
$VDW0DUFK $VDW0DUFK $VDWVW0DUFK

6HFXUHG/RDQV
7HUP/RDQ
)URP%DQN    

8QVHFXUHG/RDQV
7HUP/RDQ
)URP2WKHUV 1%)&    

   

  


1RWHV1R'()(55('7$;/,$%,/,7,(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

2SHQLQJ%DODQFH  

  
$GG3URYLVLRQV  
  
/HVV5HYHUVDO

7RWDO  

  

1RWHV1R6+2577(50%2552:,1*6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

6HFXUHG
)URP%DQN  
  
6HFXUHGDJDLQVW6WRFN'HEWRUVDQG3URSHUW\

8QVHFXUHG
)URP2WKHUV  
  
)URP1RQ%DQNLQJ)LQDQFLDO,QVWLWXWLRQV

7RWDO  

  

1RWHV1R75$'(3$<$%/(

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

'XHWRIRU/HVVWKDQVL[PRQWKV  

'XHWRIRUPRUHWKDQVL[PRQWKV  

0LFUR6PDOODQG0HGLXP(QWHUSULVHV

2WKHUV  

  

7RWDO  

  

F - 64
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6RQ0DUFK
1RWHV1R27+(5&855(17/,$%,/,7,(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

&XUUHQW0DWXULWLHVRI/RQJ7HUP%RUURZLQJV 1RWH1R  

 
/RDQIURP5HODWHGSDUW\  
'HSRVLWV  
 
$GYDQFHIURP&XVWRPHUV  

6WDWXWRU\/LDELOLWLHV  
 
3D\DEOHWR6WDII  
 
2WKHU3D\DEOHV  
 
$SSOLFDWLRQIRUVKDUHVSHQGLQJDOORWPHQW  

7RWDO  

  

1RWHV1R6KRUW7HUP3URYLVLRQV

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

3URYLVLRQIRUWD[ 1HWRI7D[  

7RWDO  

1RWH/RQJ7HUP/RDQVDQG$GYDQFHV
$VRQ0DUFK
3DUWLFXODUV $VRQ0DUFK

8QVHFXUHGDQG&RQVLGHUHG*RRG
&DSLWDO$GYDQFHV  
6HFXULW\'HSRVLWV  

7RWDO  

1RWHV1R2WKHU1RQ&XUUHQW$VVHWV

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

8QVHFXUHGDQG&RQVLGHUHG*RRG
2WKHU%DQN%DODQFHV
)L[HG'HSRVLWV PDWXULW\PRUHWKDQPRQWKV   

7RWDO  

  

1RWHV1R,19(1725,(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

5DZ0DWHULDOV  

:RUNLQ3URFHVV  
3DFNLQJ0DWHULDOV  
)LQLVKHGJRRGV  

7RWDO  

  

1RWHV1R75$'(5(&(,9$%/(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

8QVHFXUHGFRQVLGHUHGJRRG
7UDGHUHFHLYDEOHVGXHIRUPRUHWKDQVL[PRQWKV 
2WKHU7UDGHUHFHLYDEOHVGXHIRUOHVVWKDQVL[PRQWKV  
 

7RWDO  

  

1RWHV1R&$6+ &$6+(48,9$/(176

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

 D &DVKDQG&DVK(TXLYDOHQWV
%DODQFHVZLWKEDQNV
,QFXUUHQWDFFRXQWV  
&DVKRQKDQG  
 E 2WKHU%DQN%DODQFHV
,Q)L[HG'HSRVLWVKDYLQJ2ULJLQDOPDWXULW\PRUHWKDQPRQWKV 

7RWDO  

  

F - 65
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6RQ0DUFK

1RWHV1R6+2577(50/2$16$1'$'9$1&(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

3UHSDLG([SHQVHV   


$GYDQFHWR6XSSOLHUV   

2WKHU$GYDQFHV   

/RDQWR6WDII   

0$7&UHGLW(QWLWOHPHQW   

%DODQFHZLWK*RYHUQPHQW$XWKRULWLHV   

7&65HFHLYDEOH   

7'65HFHLYDEOH   


7RWDO  

  

1RWH2WKHUFXUUHQWDVVHWV
$VRQ0DUFK
3DUWLFXODUV $VRQ0DUFK

8QVHFXUHGDQGFRQVLGHUHGJRRG
,QWHUHVWDFFUXHGEXWQRWGXHRQ)L[HG'HSRVLWV 
,QWHUHVW5HFHLYDEOH  
RWKHUFXUUHQW$VVHWV  

 

1RWHV1R5HYHQXHIURP2SHUDWLRQV

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

6DOHVRI*RRGV  

 

7RWDO  

 

1RWHV1R2WKHU,QFRPH

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

'XW\'UDZEDFN  

 
2WKHU,QFRPH  
 
)RUHLJQ([FKDQJH)OXFWXDWLRQ  
 
,QWHUHVWRQ)'  


7RWDO  

  

1RWHV1R&RVWRI0DWHULDO&RQVXPHG

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

2SHQLQJVWRFN  

$GG3XUFKDVHV  
 

/HVV&ORVLQJ6WRFN   

7RWDO  

0DQXIDFWXULQJ([S
&DUULDJHLQZDUG 

3DFNLQJH[SHQVHV  

$JHQF\FKDUJHV  
7UDQVSRUWFKDUJHV  
&HUWLILFDWLRQ&KDUJHV  
&OHDULQJ )RUZDUGLQJFKDUJHV  
2WKHU&KDUJHV 

7RWDO  

 

F - 66
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6RQ0DUFK

1RWHV1R&KDQJHVLQ,QYHQWRULHV

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

672&.,175$'(
2SHQLQJVWRFNRI)LQLVKHG*RRGV   
2SHQLQJVWRFNRI3DFNLQJ0DWHULDO   
2SHQLQJVWRFNRI:,3   

/HVV&ORVLQJVWRFNRI)LQLVKHG*RRGV   

/HVV&ORVLQJVWRFNRI3DFNLQJ0DWHULDO   
/HVV&ORVLQJVWRFNRI:,3   

'LIIHUHQFH     

1RWHV1R(03/2<((6%(1(),7(;3(16(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

6DODULHV :DJHV  

  
'LUHFWRUV 5HPXQHUDWLRQ  
  
&RQWULEXWLRQVWR3URYLGHQW)XQG  
  
6WDIIZHOIDUHH[SHQVHV  
  
&RQWUDFWRU/DERXU&KDUJHV  
  
0DKDUDVKWUD/DERXU:HOIDUH)XQG  
  

7RWDO  

  

1RWHV1R),1$1&(&267

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

,QWHUHVW  

  
%DQNFKDUJHV  
  
2WKHU%DQN&KDUJHV  
  

7RWDO  

  

1RWHV1R27+(5(;3(16(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

(OHFWULFLW\([SHQVHV   

5HSDLU 0DLQWHQDQFH   
5HPXQHUDWLRQWR$XGLWRUV  
/HJDODQG3URIHVVLRQDO)HHV   
7UDYHOOLQJ &RQYH\DQFH   
7UDQVSRUW([SHQVHV  
/RGJHLQJDQG%RDUGLQJ([SHQVHV   
5HQW5DWHV 7D[HV   
,QVXUDQFH([SHQVHV  
3HWURODQG'LHVHO([SHQVHV   
&RPSXWHU:HEVLWH 6RIWZDUH([SHQVHV   
3RVWDJHDQG7HOHSKRQH([SHQVHV LQWHUQHW([SHQVHV   
&RPPLVVLRQ   
'RQDWLRQ  
2IILFH([SHQVHV   
6KDUHV5HODWHG([SHQVHV  
$GYHUWLVHPHQWVDQG6DOHV3URPRWLRQ([SHQVH   
0XQFLSDO7D[HV  
2WKHU([SHQVHV   
,QWHUHVW 3HQDOW\8QGHU,QFRPH7D[  
:DWHU&KDUJHV   
&UHGLW&DUG([SHQVHV  
&RQWUDFWDQG3HQDOFKDUJHV 
3ULQWLQJ 6WDWLRQHU\ 
'LVFRXQW$OORZHG  
6WDPS'XW\DQG5HJLVWUDWLRQ&KDUJHV   
/DWH3D\PHQW&KDUJHV   
3)3HQDOW\(DUOLHU<HDU  
7ROO7D[   
%RQXV,VVXH([SHQVHV   
6WRFN$XGLW)HHV   
727$/   

F - 67
.6+,7,-32/</,1(/,0,7('
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6210DUFK

1RWHV1R7$1*,%/($66(76 &$3,7$/:25.,1352*5(66

3$57,&8/$56 5$7( *5266%/2&. '(35(&,$7,21 :'9$6 :'9$6

 $'',7,21 $'',7,21 '('8&7,21   <($5  21 21
0RUHWKDQ /HVVWKDQ
GD\V GD\V

&20387(56           
%8,/',1*          
)851,785( ),;785(6           
3/$17 0$&+,1(5<           
2)),&((48,30(17           
9(+,&/(6          
/$1'       

727$/          

F - 68
.6+,7,-32/</,1(/,0,7('
&DVK)ORZ6WDWHPHQWDVRQ0DU
5VLQ/DFV
3DUWLFXODUV $VRQ0DUFK $VRQ0DUFK

$&$6+)/2:)52023(5$7,1*$&7,9,7,(6

1HWSURILWEHIRUHWD[ >$@  

$GMXVWPHQWIRU
'HSUHFLDWLRQ  
/HDVH5HQW,QFRPH 
,QWHUHVW([SHQVH  
,QWHUHVW,QFRPH 
([FHVV'HSUHFLDWLRQ
'LYLGHQG,QFRPH 

7RWDO$GMXVWPHQW >%@  

2SHUDWLQJSURILWEHIRUHZRUNLQJFDSLWDOFKDQJHV >&@ >$@>%@  

$GMXVWPHQWIRUFKDQJHVLQZRUNLQJFDSLWDO

,QFUHDVH 'HFUHDVHLQ,QYHQWRULHV  

,QFUHDVH 'HFUHDVH LQ7UDGH3D\DEOHV  
,QFUHDVH 'HFUHDVHLQ/RQJ7HUP/RDQVDQG$GYDQFHV  
,QFUHDVH 'HFUHDVHLQ6KRUW7HUP/RDQVDQG$GYDQFHV  
,QFUHDVH 'HFUHDVHLQ7UDGH5HFHLYDEOH  
,QFUHDVH 'HFUHDVHLQ2WKHU&XUUHQW$VVHW  
,QFUHDVH 'HFUHDVH LQ2WKHU&XUUHQWOLDELOLW\  
,QFUHDVH 'HFUHDVH LQ3URYLVLRQ  
7RWDO >'@  

&DVKJHQHUDWHGIURPRSHUDWLRQV >(@ >&@>'@  

7D[HV 3DLG 5HFHLYHG 1HWRI7'6 >)@  

1HWFDVKJHQHUDWHGIURP XVHGLQ RSHUDWLQJDFWLYLWLHV >*@ >(@>)@  

%&$6+)/2:)520,19(67,1*$&7,9,7,(6

3XUFKDVHRI)L[HG$VVHWVDQGDGMXVWPHQWRI&DSLWDO:RUNLQ
3URJUHVV  
3URFHHGVIURP)L[HG'HSRVLWVLQEDQN 
3URFHHGVWR)L[HG'HSRVLWVLQEDQN Ͳϭϰϳ͘ϭϲ 
3URFHHGV)RULQYHVWPHQW
3URFHHGVIURPVDOHRI)L[HG$VVHWV
3URFHHGV7RDFTXLUH3URSHUW\ ,QYHVWPHQWLQ2WKHU&RPSDQ\ 
&DSLWDODGYDQFH3DLG
2WKHUDGYDQFHUHFHLYHG 
6HFXULW\GHSRVLWUHFHLYHG
$GYDQFHWR5HODWHG3DUWLHV
/HDVH5HQW,QFRPH 
'LYLGHQG,QFRPH 
,QWHUHVW,QFRPH 

1HWFDVKJHQHUDWHGIURP XVHGLQ LQYHVWLQJDFWLYLWLHV >+@  

F - 69
&&$6+)/2:)520),1$1&,1*$&7,9,7,(6

3URFHHGVIURPLVVXDQFHRI(TXLW\6KDUHVKDUHZDUUDQWV 
3URFHHGVIURPVHFXULWLHVSUHPLXPRQLVVXHRIVKDUH
3URFHHGVIURP 5HSD\PHQWRI 7HUP/RDQ>1HW@ 
3URFHHGV 5HSD\PHQW RI/RDQIURP5HODWHG3DUW\ 
3URFHHGVIURP2YHUGUDIW$FFRXQW  
,QWHUHVW([SHQVH  

1HWFDVKJHQHUDWHGIURP XVHGLQ ILQDQFLQJDFWLYLWLHV >,@  

1HW,QFUHDVH 'HFUHDVH LQ&DVK &DVKHTXLYDOHQWV >-@ >*@>+@>,@  

&DVKDQGFDVKHTXLYDOHQWVDWWKHEHJLQQLQJRIWKH\HDU >.@  

&DVKDQGFDVKHTXLYDOHQWVDWWKHHQGRIWKH\HDU >-@>.@  

&DVKDQGFDVKHTXLYDOHQWVFRPSULVH
&DVKRQKDQG  
%DODQFHZLWKEDQNV  
2WKHU%DQN%DODQFHV 
7RWDOFDVKDQGFDVKHTXLYDOHQWV  

$VSHU%RRNVRI$FFRXQWSURGXFHEHIRUHXV )RUDQGRQEHKDOIRIWKH%RDUGRI
)RU95&$ $662&,$7(6 .VKLWLM3RO\OLQH/LPLWHG
&KDUWHUHG$FFRXQWDQWV &,1/0+3/&
)LUP5HJLVWUDWLRQ1R:
VG VG
VG %KDUDW*DOD 0DKHQGUD.XPDU-DLQ
&$.581$/%5$+0%+$77 0DQDJLQJ'LUHFWRU 'LUHFWRU
3$571(5 ',1 ',1
012
'DWH VG VG
3ODFH0XPEDL 5DKXO6KDK ;DĂŶŝƐŚĂĞĚŚŝĂͿ
8',1%*:-1/ &KLHI([HFXWLYHRIILFHU ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

VG
;^ĞLJĂĂŶŝDĂŚĞƐŚǁĂƌŝͿ
ŽŵƉĂŶLJ^ĞĐƌĞƚĂƌLJ

F - 70
127(6)250,1*3$572)7+(),1$1&,$/67$7(0(176)257+(3(5,2'(1'('
VW0$5&+

1RWH1R2WKHU1RWHVWR)LQDQFLDO6WDWHPHQWV

 &DSLWDODQGRWKHU&RPPLWPHQW

'XULQJWKHFXUUHQW\HDU5V1LO 3<5V1LO 7KHUHDUHQRVXFKDJUHHPHQWDUHZLWKDQ\YHQGRUVRUFXVWRPHUIRUEXVLQHVVUHODWHG

WUDQVDFWLRQ

 &RQWLQJHQWOLDELOLWLHV
&XUUHQW\HDU5V1LO 3<1LO

 'HIHUUHG7D[DWLRQ  5VLQ/DFV 

'HIHUUHG7D[$VVHWV '7/ 2SHQLQJ%DODQFH 'XULQJWKH\HDU &ORVLQJ%DODQFH
$VSHU'HSUHFLDWLRQ         

'HIHUUHG7D[DVVHWV '7/         

 9DOXHRI,PSRUWV
 5VLQ/DFV 
3DWLFXODUV  
5DZ0DWHULDOLQFO+LJKVHDVSXUFKDVHV  
  
5DZ0DWHULDOWUDGHGGXULQJWKH\HDU   
3DFNLQJ0DWHULDO   
&DSLWDO$VVHW    
6SDUHV   
7RWDO  
  


 (DUQLQJDQG([SHQGLWXUHLQ)RUHLJQ&XUUHQF\
 5VLQ/DFV 
3DWLFXODUV  
(DUQLQJLQ)RUHLJQ&XUUHQF\  
  


([SHQGLWXUHLQIRUHLJQ&XUUHQF\
)RUHLJQ7UDYHOOLQJ  
&DSLWDO$VVHW   
,PSRUWRI5DZ0DWHULDODQG6SDUHV  
  

dŽƚĂů  
  


 9DOXHRI,PSRUWHG ,QGLJHQRXV5DZ0DWHULDOV
 5VLQ/DFV
3DWLFXODUV  
$ 5DZ0DWHULDO&RQVXPHG  $PRXQW 5V   $PRXQW 5V 
/ŵƉŽƌƚĞĚ     
 
,QGLJHQRXV     
 

7RWDO     

 

% )L[HG$VVHW$QG6SDUH3DUWV
/ŵƉŽƌƚĞĚ     
 
,QGLJHQRXV     
 

7RWDO     

 

 5HODWHG3DUW\'LVFORVXUH
5HODWHGSDUW\GLVFORVXUHVDVUHTXLUHGE\$FFRXQWLQJ6WDQGDUG5HODWHG3DUW\'LVFORVXUHV5HODWLRQVKLSV GXULQJWKH\HDU 

1DPHRIWKHSDUW\ 5HODWLRQ

.H\0DQDJHPHQW3HUVRQQHO
D0U%KDUDW+*DOD ([HFXWLYH'LUHFWRU
E0U5DKXO'6KDK &KLHI([HFXWLYH2IILFHU
F0U5XVKLUDM=3DWHO ,QGHSHQGHQW'LUHFWRU
G0U5DMXO'9LVDULD ,QGHSHQGHQW'LUHFWRU
H0U/DO6LQJK%KDJURW ([HFXWLYH'LUHFWRU
I0UV0DQLVKD&KRUGLD 1RQ([HFXWLYH'LUHFWRU
J0U0DKHQGUD.XPDU-DLQ ([HFXWLYH'LUHFWRU
K0V0DQLVKD'HGKLD &KLHI)LQDQFLDO2IILFHU
L0U5DMDW0DQMUHNDU &RPSDQ\6HFUHWDU\

5HODWLYHVRI.H\0DQDJHULDO3HUVRQV
D0U+HPUDM%*DOD 5HODWLYHRI'LUHFWRU
E0UV5LWD%KDUDW*DOD 5HODWLYHRI'LUHFWRU

(QWHUSULVHVRYHUZKLFK.H\0DQDJHULDO
3HUVRQVDUHDEOHWRH[HUFLVHVLJQLILFDQW
LQIOXHQFH
D+HPUDM%*DOD+8) +8)FRQFHUQRIUHODWLYHRIGLUHFWRU
E/XFN\3ODVWLFV 3URSULHWDU\FRQFHUQRIDGLUHFWRU

F - 71
 7KHIROORZLQJWUDQVDFWLRQVZHUHFDUULHGRXWZLWKWKHUHODWHGSDUWLHVLQWKHRUGLQDU\FRXUVHRIEXVLQHVV

 5VLQ/DFV
6U3DUWLFXODUV 7\SHRI5HODWLRQVKLS  

'LUHFWRUV5HPXQHUDWLRQ %KDUDW+*DOD  

  
'LUHFWRUV5HPXQHUDWLRQ 5DKXO'6KDK  
  

5HPXQHUDWLRQ3DLG 0DQLVKD'HGKLD  
  

5HPXQHUDWLRQ3DLG 5DMDW0DQMUHNDU  
  

5HQW5HFHLYHG /XFN\3ODVWLFV  
  

3XUFKDVH /XFN\3ODVWLFV  
  

6DOHRI*RRGV /XFN\3ODVWLFV  
  

$GYDQFH*LYHQ /XFN\3ODVWLFV  
  

&RPPLVVLRQ3DLG /XFN\3ODVWLFV  

'LUHFWRUV5HPXQHUDWLRQ 0DQLVKD&KRUGLD  
'LUHFWRUV5HPXQHUDWLRQ 0DKHQGUD.XPDU-DLQ  

'LUHFWRUV5HPXQHUDWLRQ 5XVKLUDM=3DWHO  

'LUHFWRUV5HPXQHUDWLRQ 5DMXO'9LVDULD  

'LUHFWRUV5HPXQHUDWLRQ /DO6LQJK%KDJURW  


 (DUQLQJVSHUVKDUH (36
 5VLQ/DFV
3DUWLFXODUV  

3URILWDIWHUWD[DVSHUVWDWHPHQWRI3URILWDQG/RVV
DWWULEXWDEOHWR(TXLW\6KDUHKROGHUV 5V    
:HLJKWHG$YHUDJHQXPEHURIHTXLW\VKDUHV    
)DFH9DOXHSHUHTXLW\6KDUH 5V    
%DVLFDQG'LOXWHG(DUQLQJVSHU6KDUH 5V  

 5HWLUHPHQW%HQHILWV
'LVFORVXUHLQUHVSHFWRI(PSOR\HH%HQHILWVSXUVXDQWWR$FFRXQWLQJ6WDQGDUG± 5HYLVHG 7KH&RPSDQ\KDVQRWSURYLGHGIRUHPSOR\HHEHQHILWVGXULQJWKH)<
DQGSUHFHGLQJSUHYLRXV\HDUDOVR

 ,QWKHRSLQLRQRIWKH%RDUGRI'LUHFWRUV&XUUHQWDVVHWV/RDQVDQG$GYDQFHVDUHRIWKHYDOXHUHDOL]DEOHLQWKHRUGLQDU\FRXUVHRIEXVLQHVV

 7KH&RPSDQ\KDVQRWUHFHLYHGDQ\LQWLPDWLRQIURPWKHVXSSOLHUVUHJDUGLQJWKHLUVWDWXVXQGHU0LFUR6PDOODQG0HGLXP(QWHUSULVH'HYHORSPHQW
D $PRXQWVGXHDQGRXWVWDQGLQJWRVXSSOLHUVDVDWWKHHQGRIWKHDFFRXQWLQJ\HDU
E ,QWHUHVWSDLGGXULQJWKH\HDU
F ,QWHUHVWSD\DEOHDWWKHHQGRIWKHDFFRXQWLQJ\HDU
G ,QWHUHVWDFFUXHGDQGXQSDLGDWWKHHQGRIWKHDFFRXQWLQJ\HDU

 7KHSUHYLRXV\HDUILJXUHVKDYHEHHQUHJURXSHGUHFODVVLILHGZKHUHYHUQHFHVVDU\WRFRQILUPWRWKHFXUUHQW\HDUSUHVHQWDWLRQ

$VSHURXUUHSRUWRIHYHQGDWH )RUDQGRQEHKDOIRIWKH%RDUGRI
)RU95&$ $662&,$7(6 .VKLWLM3RO\OLQH/LPLWHG
&KDUWHUHG$FFRXQWDQWV &,1/0+3/&

VG VG
VG %KDUDW*DOD 0DKHQGUD.XPDU-DLQ
&$.581$/%5$+0%+$77 0DQDJLQJ'LUHFWRU 'LUHFWRU
3DUWQHU ',1 ',1
0HPEHUVKLS1XPEHU
)LUP5HJLVWUDWLRQ1XPEHU: VG VG
'DWH 5DKXO6KDK ;DĂŶŝƐŚĂĞĚŚŝĂͿ
8',1%*:-1/ &KLHI([HFXWLYHRIILFHU ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

VG
;^ĞLJĂĂŶŝDĂŚĞƐŚǁĂƌŝͿ
ŽŵƉĂŶLJ^ĞĐƌĞƚĂƌLJ

F - 72
^ĐŚĞĚƵůĞϮϯ^ŝŐŶŝĨŝĐĂŶƚĐĐŽƵŶƚŝŶŐWŽůŝĐŝĞƐΘEŽƚĞƐĂŶŶĞdžĞĚƚŽĂŶĚĨŽƌŵŝŶŐƉĂƌƚŽĨƚŚĞĂůĂŶĐĞ^ŚĞĞƚĂŶĚWƌŽĨŝƚΘ
>ŽƐƐĨŽƌƚŚĞzĞĂƌĞŶĚĞĚĂƐŽŶϯϭƐƚDĂƌĐŚϮϬϮϯ

Ϳ^ŝŐŶŝĨŝĐĂŶƚĐĐŽƵŶƚŝŶŐWŽůŝĐŝĞƐ

ĂƐŝƐŽĨĐĐŽƵŶƚŝŶŐ

dŚĞĂĐĐŽƵŶƚƐŚĂǀĞďĞĞŶƉƌĞƉĂƌĞĚƵŶĚĞƌƚŚĞŚŝƐƚŽƌŝĐĂůĐŽƐƚŽŶĂŶĂĐĐƌƵĂůďĂƐŝƐĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘ZĞǀĞŶƵĞ
ƌĞĐŽŐŶŝƚŝŽŶĂŶĚĞdžƉĞŶƐĞƐŝŶĐƵƌƌĞĚĂƌĞĂĐĐŽƵŶƚĞĚŽŶĂĐĐƌƵĂůďĂƐŝƐĂŶĚĂƉƉůŝĐĂďůĞŵĂŶĚĂƚŽƌLJƐƚĂŶĚĂƌĚƐĂŶĚŝŶ
ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞŽŵƉĂŶŝĞƐĐƚ͕ϮϬϭϯ͘

hƐĞŽĨƐƚŝŵĂƚĞƐ

dŚĞƉƌĞƉĂƌĂƚŝŽŶĂŶĚƉƌĞƐĞŶƚĂƚŝŽŶŽĨĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐŝŶĐŽŶĨŽƌŵŝƚLJǁŝƚŚƚŚĞŐĞŶĞƌĂůůLJĂĐĐĞƉƚĞĚĂĐĐŽƵŶƚŝŶŐ
ƉƌŝŶĐŝƉůĞƐƌĞƋƵŝƌĞƐƚŚĞŵĂŶĂŐĞŵĞŶƚƚŽŵĂŬĞĞƐƚŝŵĂƚĞƐĂŶĚĂƐƐƵŵƉƚŝŽŶƐĐŽŶƐŝĚĞƌĞĚŝŶƚŚĞƌĞƉŽƌƚĞĚĂŵŽƵŶƚƐŽĨ
ĂƐƐĞƚƐĂŶĚůŝĂďŝůŝƚŝĞƐ;ŝŶĐůƵĚŝŶŐĐŽŶƚŝŶŐĞŶƚůŝĂďŝůŝƚŝĞƐͿĂƐŽĨƚŚĞĚĂƚĞŽĨƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚĂŶĚƚŚĞƌĞƉŽƌƚĞĚ
ƌĞǀĞŶƵĞƐĂŶĚĞdžƉĞŶƐĞƐĨŽƌƚŚĞƌĞƉŽƌƚŝŶŐLJĞĂƌ͘ŝĨĨĞƌĞŶĐĞďĞƚǁĞĞŶƚŚĞĂĐƚƵĂůƌĞƐƵůƚĂŶĚĞƐƚŝŵĂƚĞƐĂƌĞƌĞĐŽŐŶŝnjĞĚŝŶ
ƚŚĞƉĞƌŝŽĚŝŶǁŚŝĐŚƚŚĞƌĞƐƵůƚƐĂƌĞŬŶŽǁŶͬŵĂƚĞƌŝĂůŝnjĞĚ͘

ZĞǀĞŶƵĞZĞĐŽŐŶŝƚŝŽŶ

^ĂůĞƐ͗

/ŶĐŽŵĞĨƌŽŵWƌŽĚƵĐƚ^ĂůĞƐͬ^ĞƌǀŝĐĞƐŚĂƌŐĞƐŝƐƌĞĐŽŐŶŝnjĞĚƵƉŽŶĐŽŵƉůĞƚŝŽŶŽĨƐĂůĞƐĂŶĚƌĞŶĚĞƌŝŶŐŽĨƚŚĞƐĞƌǀŝĐĞƐ
ƌĞƐƉĞĐƚŝǀĞůLJ͘^ĂůĞƐĂƌĞŝŶĐůƵƐŝǀĞŽĨdĂdžĞƐĂŶĚƵƚŝĞƐďƵƚĂĐĐŽƵŶƚĞĚŶĞƚŽĨƐĂůĞƐƚĂdž͕ǁŚĞŶĞǀĞƌĂƉƉůŝĐĂďůĞ͘/ŶĐŽŵĞ
ŝŶĐůƵĚĞƐŝŶƚĞƌͲĚŝǀŝƐŝŽŶĂůƚƌĂŶƐĨĞƌĂƚŵĂƌŬĞƚƉƌŝĐĞ͘dŚĞǀĂůƵĞŽĨƐƵĐŚŝŶƚĞƌĚŝǀŝƐŝŽŶĂůƚƌĂŶƐĨĞƌŝƐŝŶĐůƵĚĞĚŝŶƚŚĞǀĂůƵĞŽĨ
ŵĂƚĞƌŝĂůƐƉƵƌĐŚĂƐĞΘƐĂůĞƐ͘

ŝǀŝĚĞŶĚĂŶĚ/ŶƚĞƌĞƐƚ

ŝǀŝĚĞŶĚŝŶĐŽŵĞĨƌŽŵŝŶǀĞƐƚŵĞŶƚƐŝƐƌĞĐŽŐŶŝnjĞĚǁŚĞŶƌŝŐŚƚƚŽƌĞĐĞŝǀĞƚŽƉĂLJŵĞŶƚŝƐĞƐƚĂďůŝƐŚĞĚ͘/ŶƚĞƌĞƐƚŝŶĐŽŵĞŝƐ
ĂĐĐŽƵŶƚĞĚŽŶŝƚƐĂĐĐƌƵĂůŽŶĂƚŝŵĞƉƌŽƉŽƌƚŝŽŶ͘

ŵƉůŽLJĞĞƐZĞŵƵŶĞƌĂƚŝŽŶ

dŚĞŽŵƉĂŶLJΖƐĐŽŶƚƌŝďƵƚŝŽŶƐƚŽƚŚĞWƌŽǀŝĚĞŶƚ&ƵŶĚĂƌĞĐŚĂƌŐĞĚƚŽWƌŽĨŝƚΘ>ŽƐƐĨŽƌƚŚĞƉĞƌŝŽĚ͘

F - 73
ĞƉƌĞĐŝĂƚŝŽŶ͗

ŝͿĞƉƌĞĐŝĂƚŝŽŶŝƐĐŚĂƌŐĞĚŽŶ&ŝdžĞĚƐƐĞƚƐ;ŽƚŚĞƌƚŚĂŶ'ŽŽĚǁŝůůͿŽŶtƌŝƚƚĞŶŽǁŶsĂůƵĞĂŶĚŝŶƚŚĞŵĂŶŶĞƌ
ƉƌĞƐĐƌŝďĞĚŝŶŽŵƉĂŶŝĞƐĐƚ͕ϮϬϭϯ͘

&ŝdžĞĚƐƐĞƚƐ

&ŝdžĞĚƐƐĞƚƐĂƌĞƐƚĂƚĞĚĂƚĐŽƐƚŽĨĂĐƋƵŝƐŝƚŝŽŶŽƌĐŽŶƐƚƌƵĐƚŝŽŶ͕ůĞƐƐĂĐĐƵŵƵůĂƚĞĚĚĞƉƌĞĐŝĂƚŝŽŶ͘ůůĐŽƐƚƐƌĞůĂƚŝŶŐƚŽƚŚĞ
ĂĐƋƵŝƐŝƚŝŽŶĂŶĚŝŶƐƚĂůůĂƚŝŽŶŽĨĨŝdžĞĚĂƐƐĞƚƐĂƌĞĐĂƉŝƚĂůŝnjĞĚĂŶĚŝŶĐůƵĚĞĨŝŶĂŶĐŝŶŐĐŽƐƚƐƌĞůĂƚŝŶŐƚŽƚŚĞďŽƌƌŽǁĞĚĨƵŶĚƐ
ĂƚƚƌŝďƵƚĂďůĞƚŽĐŽŶƐƚƌƵĐƚŝŽŶŽƌĂĐƋƵŝƐŝƚŝŽŶŽĨĨŝdžĞĚĂƐƐĞƚƐƵƉƚŽƚŚĞĚĂƚĞƚŚĞĂƐƐĞƚƐĂƌĞƉƵƚƚŽƵƐĞ͘

/ŶǀĞƐƚŵĞŶƚƐ

/ŶǀĞƐƚŵĞŶƚƐĂƌĞĐůĂƐƐŝĨŝĞĚĂƐůŽŶŐƚĞƌŵ/ŶǀĞƐƚŵĞŶƚĂŶĚĐĂƌƌŝĞĚĂƚĐŽƐƚ͘WƌŽǀŝƐŝŽŶĨŽƌĚŝŵŝŶƵƚŝŽŶŝŶǀĂůƵĞŽĨůŽŶŐƚĞƌŵ
ŝŶǀĞƐƚŵĞŶƚƐŝƐŵĂĚĞŽŶůLJ͕ŝĨƐƵĐŚĂĚĞĐůŝŶĞŝƐŶŽƚƚĞŵƉŽƌĂƌLJ͕ŝŶƚŚĞŽƉŝŶŝŽŶŽĨƚŚĞŵĂŶĂŐĞŵĞŶƚ͘

WƌŝŽƌWĞƌŝŽĚdžƉĞŶƐĞƐͬ/ŶĐŽŵĞ͗

ůůŝĚĞŶƚŝĨŝĂďůĞŝƚĞŵƐŽĨŝŶĐŽŵĞĂŶĚĞdžƉĞŶĚŝƚƵƌĞƉĞƌƚĂŝŶŝŶŐƚŽƉƌŝŽƌƉĞƌŝŽĚĂƌĞĂĐĐŽƵŶƚƐĂƐƉĞƌΗWƌŝŽƌWĞƌŝŽĚ

WƌŽǀŝƐŝŽŶƐ͕ŽŶƚŝŶŐĞŶƚ>ŝĂďŝůŝƚŝĞƐĂŶĚŽŶƚŝŶŐĞŶƚƐƐĞƚƐ

WƌŽǀŝƐŝŽŶƐĂƌĞƌĞĐŽŐŶŝƐĞĚŽŶůLJǁŚĞŶƚŚĞƌĞŝƐĂƉƌĞƐĞŶƚŽďůŝŐĂƚŝŽŶĂƐĂƌĞƐƵůƚŽĨƉĂƐƚĞǀĞŶƚƐĂŶĚǁŚĞŶĂƌĞůŝĂďůĞ
ĞƐƚŝŵĂƚĞŽĨƚŚĞĂŵŽƵŶƚŽĨŽďůŝŐĂƚŝŽŶĐĂŶďĞŵĂĚĞ͘ŽŶƚŝŶŐĞŶƚůŝĂďŝůŝƚLJŝƐĚŝƐĐůŽƐĞĚĨŽƌ;ŝͿWŽƐƐŝďůĞŽďůŝŐĂƚŝŽŶƐǁŚŝĐŚ
ǁŝůůďĞĐŽŶĨŝƌŵĞĚŽŶůLJďLJĨƵƚƵƌĞĞǀĞŶƚƐŶŽƚǁŚŽůůLJǁŝƚŚŝŶƚŚĞĐŽŶƚƌŽůŽĨƚŚĞŽŵƉĂŶLJŽƌ;ŝŝͿWƌĞƐĞŶƚŽďůŝŐĂƚŝŽŶƐ
ĂƌŝƐŝŶŐĨƌŽŵƉĂƐƚĞǀĞŶƚƐǁŚĞƌĞŝƚŝƐŶŽƚƉƌŽďĂďůĞƚŚĂƚĂŶŽƵƚĨůŽǁŽĨƌĞƐŽƵƌĐĞƐǁŝůůďĞƌĞƋƵŝƌĞĚƚŽƐĞƚƚůĞƚŚĞ
ŽďůŝŐĂƚŝŽŶŽƌĂƌĞůŝĂďůĞĞƐƚŝŵĂƚĞŽĨƚŚĞĂŵŽƵŶƚŽĨƚŚĞŽďůŝŐĂƚŝŽŶĐĂŶŶŽƚďĞŵĂĚĞ͘ŽŶƚŝŶŐĞŶƚƐƐĞƚƐĂƌĞŶŽƚ
ƌĞĐŽŐŶŝƐĞĚŝŶƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐƐŝŶĐĞƚŚŝƐŵĂLJƌĞƐƵůƚŝŶƚŚĞƌĞĐŽŐŶŝƚŝŽŶŽĨŝŶĐŽŵĞƚŚĂƚŵĂLJŶĞǀĞƌďĞƌĞĂůŝƐĞĚ͘

ĂƌŶŝŶŐƐWĞƌ^ŚĂƌĞ

dŚĞŽŵƉĂŶLJƌĞƉŽƌƚƐďĂƐŝĐĂŶĚĚĞůƵƚĞĚĂƌŶŝŶŐƐƉĞƌƐŚĂƌĞŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚĐĐŽƵŶƚŝŶŐ^ƚĂŶĚĂƌĚϮϬŽŶĂƌŶŝŶŐƐ
ƉĞƌ^ŚĂƌĞ͘ĂƐŝĐW^ŝƐĐŽŵƉƵƚĞĚďLJĚŝǀŝĚŝŶŐƚŚĞŶĞƚƉƌŽĨŝƚŽƌůŽƐƐĨŽƌƚŚĞLJĞĂƌďLJǁĞŝŐŚƚĞĚĂǀĞƌĂŐĞŶƵŵďĞƌŽĨĞƋƵŝƚLJ
ƐŚĂƌĞƐŽƵƚƐƚĂŶĚŝŶŐĚƵƌŝŶŐƚŚĞLJĞĂƌ͘ŝůƵƚĞĚW^ŝƐĐŽŵƉƵƚĞĚďLJĚŝǀŝĚŝŶŐƚŚĞŶĞƚƉƌŽĨŝƚŽƌůŽƐƐĨŽƌƚŚĞLJĞĂƌďLJƚŚĞ
ǁĞŝŐŚƚĞĚĂǀĞƌĂŐĞŶƵŵďĞƌŽĨĞƵŝƚLJƐŚĂƌĞƐ͕ĞdžĐĞƉƚǁŚĞƌĞƚŚĞƌĞƐƵůƚƐĂƌĞĂŶƚŝͲĚŝůƵƚŝǀĞ͘

ĂƐŚ&ůŽǁ^ƚĂƚĞŵĞŶƚ

dŚĞĂƐŚĨůŽǁƐƚĂƚĞŵĞŶƚŝƐƉƌĞƉĂƌĞĚďLJƚŚĞŝŶĚŝƌĞĐƚŵĞƚŚŽĚƐĞƚŽƵƚŝŶĐĐŽƵŶƚŝŶŐƐƚĂŶĚĂƌĚϯŽŶĂƐŚ&ůŽǁ
ƐƚĂƚĞŵĞŶƚƐĂŶĚƉƌĞƐĞŶƚƐƚŚĞĐĂƐŚĨůŽǁƐďLJŽƉĞƌĂƚŝŶŐ͕ŝŶǀĞƐƚŝŶŐĂŶĚĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐŽĨƚŚĞĐŽŵƉĂŶLJ͘ĂƐŚĂŶĚ
ĂƐŚĞƋƵŝǀĂůĞŶƚƐƉƌĞƐĞŶƚĞĚŝŶƚŚĞĐĂƐŚĨůŽǁƐƚĂƚĞŵĞŶƚĐŽŶƐŝƐƚŽĨĐĂƐŚŝŶŚĂŶĚĂŶĚĚĞŵĂŶĚĚĞƉŽƐŝƚƐǁŝƚŚďĂŶŬƐ͘

F - 74
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ


/EWEEdh/dKZΖ^ZWKZdKEh/dK&d,^dE>KE&/EE/>^ddDEd

dŽ͕
dŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐKĨ
DͬƐ<^,/dhWK>z>E>/D/d


KƉŝŶŝŽŶ
tĞŚĂǀĞĂƵĚŝƚĞĚƚŚĞĂĐĐŽŵƉĂŶLJŝŶŐ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐŽĨDͬƐ<^,/d/:WK>z>/E>/D/d;ŚĞƌĞŝŶĂĨƚĞƌ
ƌĞĨĞƌƌĞĚ ƚŽ ĂƐ ͞dŚĞ ŽŵƉĂŶLJ͟Ϳ͕ ǁŚŝĐŚ ĐŽŵƉƌŝƐĞ ƚŚĞ ĂůĂŶĐĞ ^ŚĞĞƚ ĂƐ Ăƚ ϯϭƐƚ DĂƌĐŚ ϮϬϮϯ ĂŶĚ ƚŚĞ
^ƚĂƚĞŵĞŶƚŽĨWƌŽĨŝƚΘ>ŽƐƐŝŶĐůƵĚŝŶŐŽƚŚĞƌŽŵƉƌĞŚĞŶƐŝǀĞ/ŶĐŽŵĞ͕ƚŚĞĂƐŚ&ůŽǁ^ƚĂƚĞŵĞŶƚŽĨĐŚĂŶŐĞƐŝŶ
ƋƵŝƚLJĨŽƌƚŚĞLJĞĂƌƚŚĞŶĞŶĚĞĚ͕ĂŶĚŶŽƚĞƐƚŽƚŚĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐĂƐƵŵŵĂƌLJŽĨƐŝŐŶŝĨŝĐĂŶƚ
ĂĐĐŽƵŶƚŝŶŐƉŽůŝĐŝĞƐĂŶĚŽƚŚĞƌĞdžƉůĂŶĂƚŽƌLJŝŶĨŽƌŵĂƚŝŽŶ;ĐŽůůĞĐƚŝǀĞůLJƌĞĨĞƌƌĞĚƚŽĂƐ͚&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐ͛Ϳ͘

/ŶŽƵƌŽƉŝŶŝŽŶĂŶĚƚŽƚŚĞďĞƐƚŽĨŽƵƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚĂĐĐŽƌĚŝŶŐƚŽƚŚĞĞdžƉůĂŶĂƚŝŽŶƐŐŝǀĞŶ
ƚŽƵƐ͕ƚŚĞ&ŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚ͗
Ă͘/ƐƉƌĞƐĞŶƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨZĞŐƵůĂƚŝŽŶϯϯŽĨƚŚĞ>ŝƐƚŝŶŐ
ZĞŐƵůĂƚŝŽŶƐ͖ĂŶĚ
ď͘'ŝǀĞƐĂƚƌƵĞĂŶĚĨĂŝƌǀŝĞǁŝŶĐŽŶĨŽƌŵŝƚLJǁŝƚŚƚŚĞƌĞĐŽŐŶŝƚŝŽŶĂŶĚŵĞĂƐƵƌĞŵĞŶƚƉƌŝŶĐŝƉůĞƐůĂŝĚĚŽǁŶŝŶ
ƚŚĞ ĐĐŽƵŶƚŝŶŐ ^ƚĂŶĚĂƌĚƐ ;͞^͟Ϳ ĂŶĚ ŽƚŚĞƌ ĂĐĐŽƵŶƚŝŶŐ ƉƌŝŶĐŝƉůĞƐ ŐĞŶĞƌĂůůLJ ĂĐĐĞƉƚĞĚ ŝŶ /ŶĚŝĂ ŽĨ ƚŚĞ ŶĞƚ
WƌŽĨŝƚĂŶĚƚŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĂŶĚŽƚŚĞƌĨŝŶĂŶĐŝĂůŝŶĨŽƌŵĂƚŝŽŶŽĨƚŚĞŽŵƉĂŶLJĨŽƌƚŚĞŚĂůĨLJĞĂƌ
ĂŶĚLJĞĂƌƚŚĞŶĞŶĚĞĚDĂƌĐŚϯϭ͕ϮϬϮϯ͘

ĂƐŝƐĨŽƌKƉŝŶŝŽŶ
tĞ ĐŽŶĚƵĐƚĞĚ ŽƵƌ ĂƵĚŝƚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ƚŚĞ ^ƚĂŶĚĂƌĚƐ ŽŶ ƵĚŝƚŝŶŐ ;^ƐͿ ƐƉĞĐŝĨŝĞĚ ƵŶĚĞƌ ƐĞĐƚŝŽŶ
ϭϰϯ;ϭϬͿŽĨƚŚĞŽŵƉĂŶŝĞƐĐƚ͕ϮϬϭϯ͘KƵƌƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐƵŶĚĞƌƚŚŽƐĞ^ƚĂŶĚĂƌĚƐĂƌĞĨƵƌƚŚĞƌĚĞƐĐƌŝďĞĚŝŶ
ƚŚĞ ƵĚŝƚŽƌ͛Ɛ ZĞƐƉŽŶƐŝďŝůŝƚŝĞƐ ĨŽƌ ƚŚĞ ƵĚŝƚ ŽĨ ƚŚĞ &ŝŶĂŶĐŝĂů ^ƚĂƚĞŵĞŶƚ ƐĞĐƚŝŽŶ ŽĨ ŽƵƌ ƌĞƉŽƌƚ͘ tĞ ĂƌĞ
ŝŶĚĞƉĞŶĚĞŶƚŽĨƚŚĞŽŵƉĂŶLJŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŽĚĞŽĨƚŚŝĐƐŝƐƐƵĞĚďLJƚŚĞ/ŶƐƚŝƚƵƚĞŽĨŚĂƌƚĞƌĞĚ
ĐĐŽƵŶƚĂŶƚƐŽĨ/ŶĚŝĂƚŽŐĞƚŚĞƌǁŝƚŚƚŚĞĞƚŚŝĐĂůƌĞƋƵŝƌĞŵĞŶƚƐƚŚĂƚĂƌĞƌĞůĞǀĂŶƚƚŽŽƵƌĂƵĚŝƚŽĨƚŚĞĨŝŶĂŶĐŝĂů
ƐƚĂƚĞŵĞŶƚ ƵŶĚĞƌ ƚŚĞ ƉƌŽǀŝƐŝŽŶƐ ŽĨ ƚŚĞ ĐŽŵƉĂŶŝĞƐ Đƚ͕ ϮϬϭϯ ĂŶĚ ƚŚĞ ƌƵůĞƐ ƚŚĞƌĞ ƵŶĚĞƌ͕ ĂŶĚ ǁĞ ŚĂǀĞ
ĨƵůĨŝůůĞĚŽƵƌŽƚŚĞƌĞƚŚŝĐĂůƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐĞƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚƚŚĞĐŽĚĞŽĨĞƚŚŝĐƐ͘
tĞďĞůŝĞǀĞƚŚĂƚƚŚĞĂƵĚŝƚĞǀŝĚĞŶĐĞǁĞŚĂǀĞŽďƚĂŝŶĞĚŝƐƐƵĨĨŝĐŝĞŶƚĂŶĚĂƉƉƌŽƉƌŝĂƚĞƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌ
ŽƵƌŽƉŝŶŝŽŶ͘



Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 75
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ



DĂŶĂŐĞŵĞŶƚΖƐZĞƐƉŽŶƐŝďŝůŝƚŝĞƐĨŽƌƚŚĞ^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐ
dŚŝƐ^ƚĂƚĞŵĞŶƚ͕ǁŚŝĐŚŝŶĐůƵĚĞƐƚŚĞ^ƚĂŶĚĂůŽŶĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐŝƐƚŚĞƌĞƐƉŽŶƐŝďŝůŝƚLJŽĨƚŚĞŽŵƉĂŶLJΖƐ
ŽĂƌĚŽĨŝƌĞĐƚŽƌƐ͕ĂŶĚŚĂƐďĞĞŶĂƉƉƌŽǀĞĚďLJƚŚĞŵĨŽƌƚŚĞŝƐƐƵĂŶĐĞ͘dŚĞ^ƚĂƚĞŵĞŶƚŚĂƐďĞĞŶĐŽŵƉŝůĞĚ
ĨƌŽŵ ƚŚĞ ƌĞůĂƚĞĚ ĂƵĚŝƚĞĚ /ŶƚĞƌŝŵ ĐŽŶĚĞŶƐĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƐƚĂƚĞŵĞŶƚƐ ĨŽƌƚŚĞ LJĞĂƌĞŶĚĞĚ DĂƌĐŚ
ϯϭ͕ ϮϬϮϯ͘ dŚŝƐ ƌĞƐƉŽŶƐŝďŝůŝƚLJ ŝŶĐůƵĚĞƐ ƉƌĞƉĂƌĂƚŝŽŶ ĂŶĚ ƉƌĞƐĞŶƚĂƚŝŽŶ ŽĨ ƚŚĞ ^ƚĂŶĚĂůŽŶĞ &ŝŶĂŶĐŝĂů
^ƚĂƚĞŵĞŶƚƐĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚDĂƌĐŚϯϭ͕ϮϬϮϯƚŚĂƚŐŝǀĞĂƚƌƵĞĂŶĚĨĂŝƌǀŝĞǁŽĨƚŚĞŶĞƚƉƌŽĨŝƚĂŶĚŽƚŚĞƌ
ĐŽŵƉƌĞŚĞŶƐŝǀĞ ŝŶĐŽŵĞ ĂŶĚ ŽƚŚĞƌ ĨŝŶĂŶĐŝĂů ŝŶĨŽƌŵĂƚŝŽŶ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ƚŚĞ ƌĞĐŽŐŶŝƚŝŽŶ ĂŶĚ
ŵĞĂƐƵƌĞŵĞŶƚƉƌŝŶĐŝƉůĞƐůĂŝĚĚŽǁŶŝŶ/ŶĚ^͕ƉƌĞƐĐƌŝďĞĚƵŶĚĞƌ^ĞĐƚŝŽŶϭϯϯŽĨƚŚĞĐƚ͕ƌĞĂĚǁŝƚŚƌĞůĞǀĂŶƚ
ƌƵůĞƐŝƐƐƵĞĚƚŚĞƌĞƵŶĚĞƌĂŶĚŽƚŚĞƌĂĐĐŽƵŶƚŝŶŐƉƌŝŶĐŝƉůĞƐ͕ŐĞŶĞƌĂůůLJĂĐĐĞƉƚĞĚŝŶ/ŶĚŝĂĂŶĚŝŶĐŽŵƉůŝĂŶĐĞ
ǁŝƚŚZĞŐƵůĂƚŝŽŶϯϯŽĨƚŚĞ>ŝƐƚŝŶŐZĞŐƵůĂƚŝŽŶƐ͘dŚŝƐƌĞƐƉŽŶƐŝďŝůŝƚLJĂůƐŽŝŶĐůƵĚĞƐŵĂŝŶƚĞŶĂŶĐĞŽĨĂĚĞƋƵĂƚĞ
ĂĐĐŽƵŶƚŝŶŐ ƌĞĐŽƌĚƐ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ƚŚĞ ƉƌŽǀŝƐŝŽŶƐ ŽĨ ƚŚĞ Đƚ ĨŽƌ ƐĂĨĞŐƵĂƌĚŝŶŐ ƚŚĞ ĂƐƐĞƚƐ ŽĨ ƚŚĞ
ŽŵƉĂŶLJ ĂŶĚ ĨŽƌ ƉƌĞǀĞŶƚŝŶŐ ĂŶĚ ĚĞƚĞĐƚŝŶŐ ĨƌĂƵĚƐ ĂŶĚ ŽƚŚĞƌ ŝƌƌĞŐƵůĂƌŝƚŝĞƐ͖ ƐĞůĞĐƚŝŽŶ ĂŶĚ ĂƉƉůŝĐĂƚŝŽŶ ŽĨ
ĂƉƉƌŽƉƌŝĂƚĞĂĐĐŽƵŶƚŝŶŐƉŽůŝĐŝĞƐ͖ŵĂŬŝŶŐũƵĚŐŵĞŶƚƐĂŶĚĞƐƚŝŵĂƚĞƐƚŚĂƚĂƌĞƌĞĂƐŽŶĂďůĞĂŶĚƉƌƵĚĞŶƚ͖ĂŶĚ
ƚŚĞĚĞƐŝŐŶ͕ŝŵƉůĞŵĞŶƚĂƚŝŽŶĂŶĚŵĂŝŶƚĞŶĂŶĐĞŽĨĂĚĞƋƵĂƚĞŝŶƚĞƌŶĂůĨŝŶĂŶĐŝĂůĐŽŶƚƌŽůƐƚŚĂƚǁĞƌĞŽƉĞƌĂƚŝŶŐ
ĞĨĨĞĐƚŝǀĞůLJ ĨŽƌ ĞŶƐƵƌŝŶŐ ƚŚĞ ĂĐĐƵƌĂĐLJ ĂŶĚ ĐŽŵƉůĞƚĞŶĞƐƐ ŽĨ ƚŚĞ ĂĐĐŽƵŶƚŝŶŐ ƌĞĐŽƌĚƐ͕ ƌĞůĞǀĂŶƚ ƚŽ ƚŚĞ
ƉƌĞƉĂƌĂƚŝŽŶĂŶĚƉƌĞƐĞŶƚĂƚŝŽŶŽĨƚŚĞ^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐƚŚĂƚŐŝǀĞĂƚƌƵĞĂŶĚĨĂŝƌǀŝĞǁĂŶĚŝƐ
ĨƌĞĞ ĨƌŽŵ ŵĂƚĞƌŝĂů ŵŝƐƐƚĂƚĞŵĞŶƚ͕ ǁŚĞƚŚĞƌ ĚƵĞ ƚŽ ĨƌĂƵĚ Žƌ ĞƌƌŽƌ͘ /Ŷ ƉƌĞƉĂƌŝŶŐ ƚŚĞ ^ƚĂŶĚĂůŽŶĞ &ŝŶĂŶĐŝĂů
^ƚĂƚĞŵĞŶƚƐ͕ ƚŚĞ ŽĂƌĚ ŽĨ ŝƌĞĐƚŽƌƐ ŝƐ ƌĞƐƉŽŶƐŝďůĞ ĨŽƌ ĂƐƐĞƐƐŝŶŐ ƚŚĞ ŽŵƉĂŶLJ͛Ɛ ĂďŝůŝƚLJ͕ ƚŽ ĐŽŶƚŝŶƵĞ ĂƐ Ă
ŐŽŝŶŐ ĐŽŶĐĞƌŶ͕ ĚŝƐĐůŽƐŝŶŐ͕ ĂƐ ĂƉƉůŝĐĂďůĞ͕ ŵĂƚƚĞƌƐ ƌĞůĂƚĞĚ ƚŽ ŐŽŝŶŐ ĐŽŶĐĞƌŶ ĂŶĚ ƵƐŝŶŐ ƚŚĞ ŐŽŝŶŐ ĐŽŶĐĞƌŶ
ďĂƐŝƐ ŽĨ ĂĐĐŽƵŶƚŝŶŐ ƵŶůĞƐƐ ƚŚĞ ŽĂƌĚ ŽĨ ŝƌĞĐƚŽƌƐ ĞŝƚŚĞƌ ŝŶƚĞŶĚƐ ƚŽ ůŝƋƵŝĚĂƚĞ ƚŚĞ ŽŵƉĂŶLJ Žƌ ƚŽ ĐĞĂƐĞ
ŽƉĞƌĂƚŝŽŶƐ͕ŽƌŚĂƐŶŽƌĞĂůŝƐƚŝĐĂůƚĞƌŶĂƚŝǀĞďƵƚƚŽĚŽƐŽ͘

dŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐŝƐĂůƐŽƌĞƐƉŽŶƐŝďůĞĨŽƌŽǀĞƌƐĞĞŝŶŐƚŚĞĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŝŶŐƉƌŽĐĞƐƐŽĨƚŚĞĐŽŵƉĂŶLJ͘

ƵĚŝƚŽƌΖƐZĞƐƉŽŶƐŝďŝůŝƚŝĞƐĨŽƌƚŚĞƵĚŝƚŽĨƚŚĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐ
KƵƌŽďũĞĐƚŝǀĞƐĂƌĞƚŽŽďƚĂŝŶƌĞĂƐŽŶĂďůĞĂƐƐƵƌĂŶĐĞĂďŽƵƚǁŚĞƚŚĞƌƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐĂƐĂǁŚŽůĞĂƌĞ
ĨƌĞĞ ĨƌŽŵ ŵĂƚĞƌŝĂů ŵŝƐƐƚĂƚĞŵĞŶƚ͕ ǁŚĞƚŚĞƌ ĚƵĞ ƚŽ ĨƌĂƵĚ Žƌ ĞƌƌŽƌ͕ ĂŶĚ ƚŽ ŝƐƐƵĞ ĂŶ ĂƵĚŝƚŽƌΖƐ ƌĞƉŽƌƚ ƚŚĂƚ
ŝŶĐůƵĚĞƐ ŽƵƌ ŽƉŝŶŝŽŶ͘ ZĞĂƐŽŶĂďůĞ ĂƐƐƵƌĂŶĐĞ ŝƐ Ă ŚŝŐŚ ůĞǀĞů ŽĨ ĂƐƐƵƌĂŶĐĞ͕ ďƵƚ ŝƐ ŶŽƚ Ă ŐƵĂƌĂŶƚĞĞ ƚŚĂƚ ĂŶ
ĂƵĚŝƚ ĐŽŶĚƵĐƚĞĚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ^Ɛ ǁŝůů ĂůǁĂLJƐ ĚĞƚĞĐƚ Ă ŵĂƚĞƌŝĂů ŵŝƐƐƚĂƚĞŵĞŶƚ ǁŚĞŶ ŝƚ ĞdžŝƐƚƐ͘
DŝƐƐƚĂƚĞŵĞŶƚƐ ĐĂŶ ĂƌŝƐĞ ĨƌŽŵ ĨƌĂƵĚ Žƌ ĞƌƌŽƌ ĂŶĚ ĂƌĞ ĐŽŶƐŝĚĞƌĞĚ ŵĂƚĞƌŝĂů ŝĨ͕ ŝŶĚŝǀŝĚƵĂůůLJ Žƌ ŝŶ ƚŚĞ
ĂŐŐƌĞŐĂƚĞ͕ƚŚĞLJĐŽƵůĚƌĞĂƐŽŶĂďůLJďĞĞdžƉĞĐƚĞĚƚŽŝŶĨůƵĞŶĐĞƚŚĞĞĐŽŶŽŵŝĐĚĞĐŝƐŝŽŶƐŽĨƵƐĞƌƐƚĂŬĞŶŽŶƚŚĞ
ďĂƐŝƐŽĨƚŚŝƐ^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐ͘


Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 76
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ



Ɛ ƉĂƌƚ ŽĨ ĂŶ ĂƵĚŝƚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ^Ɛ͕ ǁĞ ĞdžĞƌĐŝƐĞ ƉƌŽĨĞƐƐŝŽŶĂů ũƵĚŐŵĞŶƚ ĂŶĚ
ŵĂŝŶƚĂŝŶƉƌŽĨĞƐƐŝŽŶĂůƐŬĞƉƚŝĐŝƐŵƚŚƌŽƵŐŚŽƵƚƚŚĞĂƵĚŝƚ͘tĞĂůƐŽ

x /ĚĞŶƚŝĨLJ ĂŶĚ ĂƐƐĞƐƐ ƚŚĞ ƌŝƐŬƐ ŽĨ ŵĂƚĞƌŝĂů ŵŝƐƐƚĂƚĞŵĞŶƚ ŽĨ ƚŚĞ ^ƚĂŶĚĂůŽŶĞ &ŝŶĂŶĐŝĂů
^ƚĂƚĞŵĞŶƚƐ͕ ǁŚĞƚŚĞƌ ĚƵĞ ƚŽ ĨƌĂƵĚ Žƌ ĞƌƌŽƌ͕ ĚĞƐŝŐŶ ĂŶĚ ƉĞƌĨŽƌŵ ĂƵĚŝƚ ƉƌŽĐĞĚƵƌĞƐ ƌĞƐƉŽŶƐŝǀĞ ƚŽ
ƚŚŽƐĞƌŝƐŬƐ͕ĂŶĚŽďƚĂŝŶĂƵĚŝƚĞǀŝĚĞŶĐĞƚŚĂƚŝƐƐƵĨĨŝĐŝĞŶƚĂŶĚĂƉƉƌŽƉƌŝĂƚĞƚŽƉƌŽǀŝĚĞĂďĂƐŝƐĨŽƌŽƵƌ
ŽƉŝŶŝŽŶ͘dŚĞƌŝƐŬŽĨŶŽƚĚĞƚĞĐƚŝŶŐĂŵĂƚĞƌŝĂůŵŝƐƐƚĂƚĞŵĞŶƚƌĞƐƵůƚŝŶŐĨƌŽŵĨƌĂƵĚŝƐŚŝŐŚĞƌƚŚĂŶĨŽƌ
ŽŶĞ ƌĞƐƵůƚŝŶŐ ĨƌŽŵ ĞƌƌŽƌ͕ ĂƐ ĨƌĂƵĚ ŵĂLJ ŝŶǀŽůǀĞ ĐŽůůƵƐŝŽŶ͕ ĨŽƌŐĞƌLJ͕ ŝŶƚĞŶƚŝŽŶ ŽŵŝƐƐŝŽŶƐ͕
ŵŝƐƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ͕ŽƌƚŚĞŽǀĞƌƌŝĚĞŽĨŝŶƚĞƌŶĂůĐŽŶƚƌŽů͘
x KďƚĂŝŶ ĂŶ ƵŶĚĞƌƐƚĂŶĚŝŶŐ ŽĨ ŝŶƚĞƌŶĂů ĨŝŶĂŶĐŝĂů ĐŽŶƚƌŽůƐ ƌĞůĞǀĂŶƚ ƚŽ ƚŚĞ ĂƵĚŝƚ ŝŶ ŽƌĚĞƌ ƚŽ
ĚĞƐŝŐŶ ĂƵĚŝƚ ƉƌŽĐĞĚƵƌĞƐ ƚŚĂƚ ĂƌĞ ĂƉƉƌŽƉƌŝĂƚĞ ŝŶ ƚŚĞ ĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ ďƵƚ ŶŽƚ ĨŽƌ ƚŚĞ ƉƵƌƉŽƐĞ ŽĨ
ĞdžƉƌĞƐƐŝŶŐĂŶŽƉŝŶŝŽŶŽŶƚŚĞĞĨĨĞĐƚŝǀĞŶĞƐƐŽĨƐƵĐŚĐŽŶƚƌŽůƐ͘
x ǀĂůƵĂƚĞ ƚŚĞ ĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐ ŽĨ ĂĐĐŽƵŶƚŝŶŐ ƉŽůŝĐŝĞƐ ƵƐĞĚ ĂŶĚ ƚŚĞ ƌĞĂƐŽŶĂďůĞŶĞƐƐ ŽĨ
ĂĐĐŽƵŶƚŝŶŐĞƐƚŝŵĂƚĞƐŵĂĚĞďLJƚŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐ͘
x ǀĂůƵĂƚĞ ƚŚĞ ĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐ ĂŶĚ ƌĞĂƐŽŶĂďůĞŶĞƐƐ ŽĨ ĚŝƐĐůŽƐƵƌĞƐ ŵĂĚĞ ďLJ ƚŚĞ ŽĂƌĚ ŽĨ
ŝƌĞĐƚŽƌƐŝŶƚĞƌŵƐŽĨƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐƐƉĞĐŝĨŝĞĚƵŶĚĞƌZĞŐƵůĂƚŝŽŶϯϯŽĨƚŚĞ>ŝƐƚŝŶŐZĞŐƵůĂƚŝŽŶƐ͘
x ŽŶĐůƵĚĞŽŶƚŚĞĂƉƉƌŽƉƌŝĂƚĞŶĞƐƐŽĨƚŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐƵƐĞŽĨƚŚĞŐŽŝŶŐĐŽŶĐĞƌŶďĂƐŝƐ
ŽĨ ĂĐĐŽƵŶƚŝŶŐ ĂŶĚ͕ ďĂƐĞĚ ŽŶ ƚŚĞ ĂƵĚŝƚ ĞǀŝĚĞŶĐĞ ŽďƚĂŝŶĞĚ͕ ǁŚĞƚŚĞƌ ĂŵĂƚĞƌŝĂů ƵŶĐĞƌƚĂŝŶƚLJ ĞdžŝƐƚƐ
ƌĞůĂƚĞĚƚŽĞǀĞŶƚƐŽƌĐŽŶĚŝƚŝŽŶƐƚŚĂƚŵĂLJĐĂƐƚƐŝŐŶŝĨŝĐĂŶƚĚŽƵďƚŽŶƚŚĞĂďŝůŝƚLJŽĨƚŚĞŽŵƉĂŶLJƚŽ
ĐŽŶƚŝŶƵĞĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘/ĨǁĞĐŽŶĐůƵĚĞƚŚĂƚĂŵĂƚĞƌŝĂůƵŶĐĞƌƚĂŝŶƚLJĞdžŝƐƚƐ͕ǁĞĂƌĞƌĞƋƵŝƌĞĚƚŽ
ĚƌĂǁ ĂƚƚĞŶƚŝŽŶ ŝŶ ŽƵƌ ĂƵĚŝƚŽƌΖƐ ƌĞƉŽƌƚ ƚŽ ƚŚĞ ƌĞůĂƚĞĚ ĚŝƐĐůŽƐƵƌĞƐ ŝŶ ƚŚĞ ƐƚĂƚĞŵĞŶƚ Žƌ ŝĨ ƐƵĐŚ
ĚŝƐĐůŽƐƵƌĞƐ ĂƌĞ ŝŶĂĚĞƋƵĂƚĞ͕ ƚŽ ŵŽĚŝĨLJ ŽƵƌ ŽƉŝŶŝŽŶ͘ KƵƌ ĐŽŶĐůƵƐŝŽŶƐ ĂƌĞ ďĂƐĞĚ ŽŶ ƚŚĞ ĂƵĚŝƚ
ĞǀŝĚĞŶĐĞ ŽďƚĂŝŶĞĚ ƵƉ ƚŽ ƚŚĞ ĚĂƚĞ ŽĨ ŽƵƌ ĂƵĚŝƚŽƌΖƐ ƌĞƉŽƌƚ͘ ,ŽǁĞǀĞƌ͕ ĨƵƚƵƌĞ ĞǀĞŶƚƐ Žƌ ĐŽŶĚŝƚŝŽŶƐ
ŵĂLJĐĂƵƐĞƚŚĞĐŽŵƉĂŶLJƚŽĐĞĂƐĞƚŽĐŽŶƚŝŶƵĞĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘
x ǀĂůƵĂƚĞ ƚŚĞ ŽǀĞƌĂůů ƉƌĞƐĞŶƚĂƚŝŽŶ͕ ƐƚƌƵĐƚƵƌĞ ĂŶĚ ĐŽŶƚĞŶƚ ŽĨ ƚŚĞ ^ƚĂŶĚĂůŽŶĞ &ŝŶĂŶĐŝĂů
ZĞƐƵůƚƐ͕ ŝŶĐůƵĚŝŶŐ ƚŚĞ ĚŝƐĐůŽƐƵƌĞƐ͕ ĂŶĚ ǁŚĞƚŚĞƌ ƚŚĞ ^ƚĂŶĚĂůŽŶĞ &ŝŶĂŶĐŝĂů ZĞƐƵůƚƐ͕ ƌĞƉƌĞƐĞŶƚ ƚŚĞ
ƵŶĚĞƌůLJŝŶŐƚƌĂŶƐĂĐƚŝŽŶƐĂŶĚĞǀĞŶƚƐŝŶĂŵĂŶŶĞƌƚŚĂƚĂĐŚŝĞǀĞƐĨĂŝƌƉƌĞƐĞŶƚĂƚŝŽŶ͘
x KďƚĂŝŶ ƐƵĨĨŝĐŝĞŶƚ ĂƉƉƌŽƉƌŝĂƚĞ ĂƵĚŝƚ ĞǀŝĚĞŶĐĞ ƌĞŐĂƌĚŝŶŐ ƚŚĞ ^ƚĂŶĚĂůŽŶĞ &ŝŶĂŶĐŝĂů
^ƚĂƚĞŵĞŶƚƐŽĨƚŚĞŽŵƉĂŶLJƚŽĞdžƉƌĞƐƐĂŶŽƉŝŶŝŽŶŽŶƚŚĞ^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐ͘
x DĂƚĞƌŝĂůŝƚLJŝƐƚŚĞŵĂŐŶŝƚƵĚĞŽĨŵŝƐƐƚĂƚĞŵĞŶƚƐŝŶƚŚĞ^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐƚŚĂƚ͕
ŝŶĚŝǀŝĚƵĂůůLJ Žƌ ŝŶ ĂŐŐƌĞŐĂƚĞ͕ ŵĂŬĞƐ ŝƚ ƉƌŽďĂďůĞ ƚŚĂƚ ƚŚĞ ĞĐŽŶŽŵŝĐ ĚĞĐŝƐŝŽŶƐ ŽĨ ƌĞĂƐŽŶĂďůLJ
ŬŶŽǁůĞĚŐĞĂďůĞ ƵƐĞƌ ŽĨ ƚŚĞ ^ƚĂŶĚĂůŽŶĞ &ŝŶĂŶĐŝĂů ZĞƐƵůƚƐ ŵĂLJ ďĞ ŝŶĨůƵĞŶĐĞĚ͘ tĞ ĐŽŶƐŝĚĞƌ
ƋƵĂŶƚŝƚĂƚŝǀĞŵĂƚĞƌŝĂůŝƚLJĂŶĚƋƵĂůŝƚĂƚŝǀĞĨĂĐƚŽƌƐŝŶ
x ;ŝͿƉůĂŶŶŝŶŐƚŚĞƐĐŽƉĞŽĨŽƵƌĂƵĚŝƚǁŽƌŬĂŶĚŝŶĞǀĂůƵĂƚŝŶŐƚŚĞƌĞƐƵůƚƐŽĨŽƵƌǁŽƌŬ͖ĂŶĚ
x ;ŝŝͿ ƚŽ ĞǀĂůƵĂƚĞ ƚŚĞ ĞĨĨĞĐƚ ŽĨ ĂŶLJ ŝĚĞŶƚŝĨŝĞĚ ŵŝƐƐƚĂƚĞŵĞŶƚƐ ŝŶ ƚŚĞ ^ƚĂŶĚĂůŽŶĞ &ŝŶĂŶĐŝĂů
^ƚĂƚĞŵĞŶƚƐ͘


Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 77
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ

x tĞ ĐŽŵŵƵŶŝĐĂƚĞ ǁŝƚŚ ƚŚŽƐĞ ĐŚĂƌŐĞĚ ǁŝƚŚ ŐŽǀĞƌŶĂŶĐĞ ƌĞŐĂƌĚŝŶŐ͕ ĂŵŽŶŐ ŽƚŚĞƌ ŵĂƚƚĞƌƐ͕
ƚŚĞƉůĂŶŶĞĚƐĐŽƉĞĂŶĚƚŝŵŝŶŐŽĨƚŚĞĂƵĚŝƚĂŶĚƐŝŐŶŝĨŝĐĂŶƚĂƵĚŝƚĨŝŶĚŝŶŐƐ͕ŝŶĐůƵĚŝŶŐĂŶLJƐŝŐŶŝĨŝĐĂŶƚ
ĚĞĨŝĐŝĞŶĐŝĞƐŝŶŝŶƚĞƌŶĂůĐŽŶƚƌŽůƚŚĂƚǁĞŝĚĞŶƚŝĨLJĚƵƌŝŶŐŽƵƌĂƵĚŝƚ͘
x tĞĂůƐŽƉƌŽǀŝĚĞƚŚŽƐĞĐŚĂƌŐĞĚǁŝƚŚŐŽǀĞƌŶĂŶĐĞǁŝƚŚĂƐƚĂƚĞŵĞŶƚƚŚĂƚǁĞŚĂǀĞĐŽŵƉůŝĞĚ
ǁŝƚŚ ƌĞůĞǀĂŶƚ ĞƚŚŝĐĂů ƌĞƋƵŝƌĞŵĞŶƚƐ ƌĞŐĂƌĚŝŶŐ ŝŶĚĞƉĞŶĚĞŶĐĞ͕ ĂŶĚ ƚŽ ĐŽŵŵƵŶŝĐĂƚĞ ǁŝƚŚ ƚŚĞŵ Ăůů
ƌĞůĂƚŝŽŶƐŚŝƉƐ ĂŶĚ ŽƚŚĞƌ ŵĂƚƚĞƌƐ ƚŚĂƚ ŵĂLJ ƌĞĂƐŽŶĂďůLJ ďĞ ƚŚŽƵŐŚƚ ƚŽ ďĞĂƌ ŽŶ ŽƵƌ ŝŶĚĞƉĞŶĚĞŶĐĞ͕
ĂŶĚǁŚĞƌĞĂƉƉůŝĐĂďůĞ͕ƌĞůĂƚĞĚƐĂĨĞŐƵĂƌĚƐ͘
&ŽƌsZΘ^^K/d^
ŚĂƌƚĞƌĞĚĐĐŽƵŶƚĂŶƚƐ
&ŝƌŵZĞŐŝƐƚƌĂƚŝŽŶEŽ͗ϭϬϰϳϮϳt


ƐĚͬͲ

<ZhE>Z,D,dd
WZdEZ
D͘EK͗ϭϱϬϬϱϯ
ĂƚĞ͗ϬϭͬϬϵͬϮϬϮϯ
WůĂĐĞ͗DƵŵďĂŝ
h/E͗ϮϯϭϱϬϬϱϯ't:W,ϮϴϬϬ



Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 78
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ


EEyhZΖΖdKd,h/dKZ^ΖZWKZd


dŚĞŶŶĞdžƵƌĞƌĞĨĞƌƌĞĚƚŽ/ŶŽƵƌƌĞƉŽƌƚƚŽƚŚĞŵĞŵďĞƌƐŽĨ<^,/d/:WK>z>/E>/D/dĨŽƌ
ƚŚĞLJĞĂƌĞŶĚĞĚϯϭƐƚDĂƌĐŚ͕ϮϬϮϯ͘

KŶƚŚĞďĂƐŝƐŽĨƚŚĞŝŶĨŽƌŵĂƚŝŽŶĂŶĚĞdžƉůĂŶĂƚŝŽŶŐŝǀĞŶƚŽƵƐĚƵƌŝŶŐƚŚĞĐŽƵƌƐĞŽĨŽƵƌĂƵĚŝƚ͕
ǁĞƌĞƉŽƌƚƚŚĂƚ͗

ϭ͘ ;ĂͿdŚĞĐŽŵƉĂŶLJŚĂƐŵĂŝŶƚĂŝŶĞĚƉƌŽƉĞƌƌĞĐŽƌĚƐƐŚŽǁŝŶŐĨƵůůWĂƌƚŝĐƵůĂƌƐŝŶĐůƵĚŝŶŐƋƵĂŶƚŝƚĂƚŝǀĞ
ĚĞƚĂŝůƐĂŶĚƐŝƚƵĂƚŝŽŶŽĨŝƚƐĨŝdžĞĚĂƐƐĞƚƐ͘

;ďͿdŚĞƐĞĨŝdžĞĚĂƐƐĞƚƐŚĂǀĞďĞĞŶƉŚLJƐŝĐĂůůLJǀĞƌŝĨŝĞĚďLJƚŚĞŵĂŶĂŐĞŵĞŶƚĂƚƌĞĂƐŽŶĂďůĞŝŶƚĞƌǀĂůƐ
ƚŚĞƌĞǁĂƐŶŽDĂƚĞƌŝĂůĚŝƐĐƌĞƉĂŶĐŝĞƐǁĞƌĞŶŽƚŝĐĞĚŽŶƐƵĐŚǀĞƌŝĨŝĐĂƚŝŽŶ͘

;ĐͿdŽƚĂůƐƐĞƚƐŽĨĐŽŵƉĂŶLJŝŶĐůƵĚĞƐ/ŵŵŽǀĂďůĞƉƌŽƉĞƌƚLJĂůƐŽĂŶĚƚŚĞƚŝƚůĞĚĞĞĚƐŽĨŝŵŵŽǀĂďůĞ
ƉƌŽƉĞƌƚŝĞƐĂƌĞŚĞůĚŝŶƚŚĞŶĂŵĞŽĨƚŚĞĐŽŵƉĂŶLJ͘

Ϯ͘ WŚLJƐŝĐĂůǀĞƌŝĨŝĐĂƚŝŽŶŽĨŝŶǀĞŶƚŽƌLJŚĂƐďĞĞŶĐŽŶĚƵĐƚĞĚĂƚƌĞĂƐŽŶĂďůĞŝŶƚĞƌǀĂůƐďLJƚŚĞŵĂŶĂŐĞŵĞŶƚ
ĂŶĚƚŚĞƌĞŝƐŶŽŵĂƚĞƌŝĂůĚŝƐĐƌĞƉĂŶĐŝĞƐǁĞƌĞŶŽƚŝĐĞĚ͘

ϯ͘ dŚĞĐŽŵƉĂŶLJŚĂƐŐƌĂŶƚĞĚůŽĂŶƐƐĞĐƵƌĞĚŽƌƵŶƐĞĐƵƌĞĚƚŽĐŽŵƉĂŶŝĞƐ͕ĨŝƌŵƐ͕>ŝŵŝƚĞĚ>ŝĂďŝůŝƚLJ
WĂƌƚŶĞƌƐŚŝƉƐŽƌŽƚŚĞƌƉĂƌƚŝĞƐĐŽǀĞƌĞĚŝŶƚŚĞƌĞŐŝƐƚĞƌŵĂŝŶƚĂŝŶĞĚƵŶĚĞƌƐĞĐƚŝŽŶϭϴϵŽĨƚŚĞ
ŽŵƉĂŶŝĞƐĐƚ͕ϮϬϭϯ͘

ĂͿ ůůƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐĂƌĞĂƐƉĞƌƚŚĞďĞŶĞĨŝƚƐŽĨĐŽŵƉĂŶLJĂŶĚĂƌĞŶŽƚƉƌĞũƵĚŝĐŝĂůƚŽƚŚĞ
ĐŽŵƉĂŶLJΖƐŝŶƚĞƌĞƐƚ͘
ďͿ ^ĐŚĞĚƵůĞŽĨƌĞƉĂLJŵĞŶƚŽĨƉƌŝŶĐŝƉĂůĂŶĚŝŶƚĞƌĞƐƚŚĂƐďĞĞŶƐƚŝƉƵůĂƚĞĚĂŶĚƌĞĐĞŝƉƚƐĂƌĞ
ƌĞŐƵůĂƌ͘
ĐͿ dŚĞƌĞŝƐŶŽƐƵĐŚĂŵŽƵŶƚǁŚŝĐŚŝƐŽǀĞƌĚƵĞŵŽƌĞƚŚĂŶϵϬĂLJƐŽĨĂďŽǀĞŵĞŶƚŝŽŶĞĚůŽĂŶ͘

ϰ͘ /ŶƌĞƐƉĞĐƚŽĨůŽĂŶƐ͕ŝŶǀĞƐƚŵĞŶƚƐ͕ŐƵĂƌĂŶƚĞĞƐ͕ĂŶĚƐĞĐƵƌŝƚLJĂůůŵĂŶĚĂƚŽƌLJƉƌŽǀŝƐŝŽŶƐŽĨƐĞĐƚŝŽŶϭϴϱ
ĂŶĚϭϴϲŽĨƚŚĞŽŵƉĂŶŝĞƐĐƚ͕ϮϬϭϯŚĂǀĞďĞĞŶĐŽŵƉůŝĞĚǁŝƚŚ͘

ϱ͘ dŚĞĐŽŵƉĂŶLJŚĂƐŶŽƚĂĐĐĞƉƚĞĚĂŶLJĚĞƉŽƐŝƚƐ͘



Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 79
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ

ϲ͘ DĂŝŶƚĞŶĂŶĐĞŽĨĐŽƐƚƌĞĐŽƌĚƐŚĂƐŶŽƚďĞĞŶƐƉĞĐŝĨŝĞĚďLJƚŚĞĞŶƚƌĂů'ŽǀĞƌŶŵĞŶƚƵŶĚĞƌƐƵďͲƐĞĐƚŝŽŶ
;ϭͿŽĨƐĞĐƚŝŽŶϭϰϴŽĨƚŚĞŽŵƉĂŶŝĞƐĐƚ͕ϮϬϭϯ͘

ϳ͘ ;ĂͿdŚĞĐŽŵƉĂŶLJŝƐƌĞŐƵůĂƌŝŶĚĞƉŽƐŝƚŝŶŐƵŶĚŝƐƉƵƚĞĚƐƚĂƚƵƚŽƌLJĚƵĞƐŝŶĐůƵĚŝŶŐƉƌŽǀŝĚĞŶƚĨƵŶĚ͕
ŵƉůŽLJĞĞ͛ƐƐƚĂƚĞŝŶƐƵƌĂŶĐĞ͕ŝŶĐŽŵĞͲƚĂdž͕ƐĂůĞƐͲƚĂdž͕ƐĞƌǀŝĐĞƚĂdž͕ĚƵƚLJŽĨĐƵƐƚŽŵƐ͕ĚƵƚLJŽĨĞdžĐŝƐĞ͕ǀĂůƵĞ
ĂĚĚĞĚƚĂdž͕ĐĞƐƐĂŶĚĂŶLJŽƚŚĞƌƐƚĂƚƵƚŽƌLJĚƵĞƐƚŽƚŚĞĂƉƉƌŽƉƌŝĂƚĞĂƵƚŚŽƌŝƚŝĞƐ͘

;ďͿƵĞƐŽĨŝŶĐŽŵĞƚĂdžŽƌƐĂůĞƐƚĂdžŽƌƐĞƌǀŝĐĞƚĂdžŽƌĚƵƚLJŽĨĐƵƐƚŽŵƐŽƌĚƵƚLJŽĨĞdžĐŝƐĞŽƌǀĂůƵĞĂĚĚĞĚ
ƚĂdžŚĂǀĞďĞĞŶĚĞƉŽƐŝƚĞĚŽŶƚŝŵĞƚŚĞƌĞŝƐŶŽĚŝƐƉƵƚĞŝƐƉĞŶĚŝŶŐŽŶƚŚĞƉĂƌƚŽĨĐŽŵƉĂŶLJ͘

ϴ͘ dŚĞĐŽŵƉĂŶLJŚĂƐŶ͛ƚŵĂĚĞĂŶLJĚĞĨĂƵůƚŝŶƌĞƉĂLJŵĞŶƚŽĨůŽĂŶƐŽƌďŽƌƌŽǁŝŶŐƚŽĂĨŝŶĂŶĐŝĂůŝŶƐƚŝƚƵƚŝŽŶ͕
ďĂŶŬ͕'ŽǀĞƌŶŵĞŶƚŽƌĚƵĞƐƚŽĚĞďĞŶƚƵƌĞŚŽůĚĞƌƐ͘

ϵ͘ dŚĞĐŽŵƉĂŶLJĚŽĞƐŶ͛ƚƌĂŝƐĞĂŶLJŵŽŶĞLJďLJǁĂLJŽĨŝŶŝƚŝĂůƉƵďůŝĐŽĨĨĞƌŽƌĨƵƌƚŚĞƌƉƵďůŝĐŽĨĨĞƌ;ŝŶĐůƵĚŝŶŐ
ĚĞďƚŝŶƐƚƌƵŵĞŶƚƐͿ

ϭϬ͘ EĞŝƚŚĞƌĐŽŵƉĂŶLJŚĂƐĚŽŶĞĂŶLJĨƌĂƵĚŶŽƌďLJŝƚƐŽĨĨŝĐĞƌƐŽƌĞŵƉůŽLJĞĞƐƐŽŶŽƚŚŝŶŐƚŽďĞĚŝƐĐůŽƐĞĚ
ƐĞƉĂƌĂƚĞůLJ͘

ϭϭ͘ DĂŶĂŐĞƌŝĂůƌĞŵƵŶĞƌĂƚŝŽŶŚĂƐďĞĞŶƉĂŝĚŽƌƉƌŽǀŝĚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƌĞƋƵŝƐŝƚĞĂƉƉƌŽǀĂůƐ
DĂŶĚĂƚĞĚďLJƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨƐĞĐƚŝŽŶϭϵϳƌĞĂĚǁŝƚŚ^ĐŚĞĚƵůĞsƚŽƚŚĞŽŵƉĂŶŝĞƐĐƚ͘

ϭϮ͘ ŽŵƉĂŶLJŝƐŶŽƚĂEŝĚŚŝŽŵƉĂŶLJŚĞŶĐĞŶŽƚŚŝŶŐƚŽďĞĚŝƐĐůŽƐĞĚĨŽƌĂŶLJƉƌŽǀŝƐŝŽŶƐĂƉƉůŝĐĂďůĞŽŶ
EŝĚŚŝŽŵƉĂŶLJ͘

ϭϯ͘ ůůƚƌĂŶƐĂĐƚŝŽŶƐǁŝƚŚƚŚĞƌĞůĂƚĞĚƉĂƌƚŝĞƐĂƌĞŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚƐĞĐƚŝŽŶƐϭϳϳĂŶĚϭϴϴŽĨŽŵƉĂŶŝĞƐ
Đƚ͕ϮϬϭϯǁŚĞƌĞĂƉƉůŝĐĂďůĞĂŶĚƚŚĞĚĞƚĂŝůƐŚĂǀĞďĞĞŶĚŝƐĐůŽƐĞĚŝŶƚŚĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐĞƚĐ͘ĂƐ
ƌĞƋƵŝƌĞĚďLJƚŚĞĂƉƉůŝĐĂďůĞĂĐĐŽƵŶƚŝŶŐƐƚĂŶĚĂƌĚƐ͖

ϭϰ͘ dŚĞĐŽŵƉĂŶLJŚĂƐŶΖƚŵĂĚĞĂŶLJƉƌĞĨĞƌĞŶƚŝĂůĂůůŽƚŵĞŶƚŽƌƉƌŝǀĂƚĞƉůĂĐĞŵĞŶƚŽĨƐŚĂƌĞƐŽƌĨƵůůLJŽƌƉĂƌƚůLJ
ĐŽŶǀĞƌƚŝďůĞĚĞďĞŶƚƵƌĞƐĚƵƌŝŶŐƚŚĞLJĞĂƌ͘

ϭϱ͘dŚĞĐŽŵƉĂŶLJŚĂƐŶΖƚĞŶƚĞƌĞĚŝŶƚŽĂŶLJŶŽŶͲĐĂƐŚƚƌĂŶƐĂĐƚŝŽŶƐǁŝƚŚĚŝƌĞĐƚŽƌƐŽƌƉĞƌƐŽŶƐĐŽŶŶĞĐƚĞĚ
ǁŝƚŚŚŝŵ͘




Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 80
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ


ϭϲ͘dŚĞĐŽŵƉĂŶLJŝƐŶŽƚƌĞƋƵŝƌĞĚƚŽďĞƌĞŐŝƐƚĞƌĞĚƵŶĚĞƌƐĞĐƚŝŽŶϰϱͲ/ŽĨƚŚĞ
ZĞƐĞƌǀĞĂŶŬŽĨ/ŶĚŝĂĐƚ͕ϭϵϯϰ͘



sZΘ^^K/d^
,ZdZKhEdEd
&ŝƌŵZĞŐŝƐƚƌĂƚŝŽŶEŽ͘ϭϬϰϳϮϳt&ϱϱϵ

^ĚͬͲ

<ZhE>Z,D,dd
WZdEZ
DĞŵďĞƌƐŚŝƉEŽ͘ϭϲϬϬϱϯ
WůĂĐĞ͗DƵŵďĂŝ
ĂƚĞ͗ϬϭͬϬϵͬϮϬϮϯ
h/E͗ϮϯϭϱϬϬϱϯ't:W,ϮϴϬϬ



Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 81
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ


<^,/d/:WK>z>/E>/D/d
;/EͲ>ϮϱϮϬϵD,ϮϬϬϴW>ϭϴϬϰϴϰͿ

ŝŝ͘ ZĞƉŽƌƚŽŶKƚŚĞƌ>ĞŐĂůĂŶĚZĞŐƵůĂƚŽƌLJZĞƋƵŝƌĞŵĞŶƚƐ

ϭ͘ƐƌĞƋƵŝƌĞĚďLJ^ĞĐƚŝŽŶϭϰϯ;ϯͿŽĨƚŚĞĐƚ͕ďĂƐĞĚŽŶŽƵƌĂƵĚŝƚǁĞƌĞƉŽƌƚƚŚĂƚ͗

͘ tĞ ŚĂǀĞ ƐŽƵŐŚƚ ĂŶĚ ŽďƚĂŝŶĞĚ Ăůů ƚŚĞ ŝŶĨŽƌŵĂƚŝŽŶ ĂŶĚ ĞdžƉůĂŶĂƚŝŽŶƐ ǁŚŝĐŚ ƚŽ ƚŚĞ ďĞƐƚ ŽĨ
ŽƵƌŬŶŽǁůĞĚŐĞĂŶĚďĞůŝĞĨǁĞƌĞŶĞĐĞƐƐĂƌLJĨŽƌƚŚĞƉƵƌƉŽƐĞƐŽĨŽƵƌĂƵĚŝƚ
͘ /Ŷ ŽƵƌ ŽƉŝŶŝŽŶ͕ ƉƌŽƉĞƌ ŬƐ ŽĨ ĂĐĐŽƵŶƚ ĂƐ ƌĞƋƵŝƌĞĚ ďLJ ůĂǁ ŚĂǀĞ ďĞĞŶ ŬĞƉƚ ďLJ ƚŚĞ
ŽŵƉĂŶLJƐŽĨĂƌĂƐŝƚĂƉƉĞĂƌƐĨƌŽŵŽƵƌĞdžĂŵŝŶĂƚŝŽŶŽĨƚŚŽƐĞŬƐ͘
͘ dŚĞ ĂůĂŶĐĞ ^ŚĞĞƚ͕ ƚŚĞ ^ƚĂƚĞŵĞŶƚ ŽĨ WƌŽĨŝƚ ĂŶĚ >ŽƐƐ ŝŶĐůƵĚŝŶŐ KƚŚĞƌ ŽŵƉƌĞŚĞŶƐŝǀĞ
/ŶĐŽŵĞ͕^ƚĂƚĞŵĞŶƚŽĨŚĂŶŐĞƐŝŶƋƵŝƚLJĂŶĚƚŚĞ^ƚĂƚĞŵĞŶƚŽĨĂƐŚ&ůŽǁĚĞĂůƚǁŝƚŚďLJƚŚŝƐ
ZĞƉŽƌƚĂƌĞŝŶĂŐƌĞĞŵĞŶƚǁŝƚŚƚŚĞƌĞůĞǀĂŶƚŬƐŽĨĂĐĐŽƵŶƚ
͘ /Ŷ ŽƵƌ ŽƉŝŶŝŽŶ͕ ƚŚĞ ĂĨŽƌĞƐĂŝĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƐƚĂƚĞŵĞŶƚƐ ĐŽŵƉůLJ ǁŝƚŚ ƚŚĞ /ŶĚ ^
ƐƉĞĐŝĨŝĞĚ ƵŶĚĞƌ ^ĞĐƚŝŽŶ ϭϯϯ ŽĨ ƚŚĞ Đƚ͕ ƌĞĂĚ ǁŝƚŚ ZƵůĞ ϳ ŽĨ ƚŚĞ ŽŵƉĂŶŝĞƐ ;ĐĐŽƵŶƚƐͿ
ZƵůĞƐ͕ϮϬϭϰ
͘ KŶ ƚŚĞ ďĂƐŝƐ ŽĨ ƚŚĞ ǁƌŝƚƚĞŶ ƌĞƉƌĞƐĞŶƚĂƚŝŽŶƐ ƌĞĐĞŝǀĞĚ ĨƌŽŵ ƚŚĞ ĚŝƌĞĐƚŽƌƐ ĂƐ ŽŶ DĂƌĐŚ ϯϭ͕
ϮϬϮϯƚĂŬĞŶŽŶƌĞĐŽƌĚďLJƚŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐ͕ŶŽŶĞŽĨƚŚĞĚŝƌĞĐƚŽƌƐŝƐĚŝƐƋƵĂůŝĨŝĞĚĂƐŽŶ
DĂƌĐŚϯϭ͕ϮϬϮϯĨƌŽŵďĞŝŶŐĂƉƉŽŝŶƚĞĚĂƐĂĚŝƌĞĐƚŽƌŝŶƚĞƌŵƐŽĨ^ĞĐƚŝŽŶϭϲϰ;ϮͿŽĨƚŚĞĐƚ͘
&͘ tŝƚŚƌĞƐƉĞĐƚƚŽƚŚĞĂĚĞƋƵĂĐLJŽĨƚŚĞŝŶƚĞƌŶĂůĨŝŶĂŶĐŝĂůĐŽŶƚƌŽůƐǁŝƚŚƌĞĨĞƌĞŶĐĞƚŽĨŝŶĂŶĐŝĂů
ƐƚĂƚĞŵĞŶƚƐŽĨƚŚĞŽŵƉĂŶLJĂŶĚƚŚĞŽƉĞƌĂƚŝŶŐĞĨĨĞĐƚŝǀĞŶĞƐƐŽĨƐƵĐŚĐŽŶƚƌŽůƐ͕ƌĞĨĞƌƚŽŽƵƌ
ƐĞƉĂƌĂƚĞ ZĞƉŽƌƚ ŝŶ ͞ŶŶĞdžƵƌĞ ͘͟ KƵƌ ƌĞƉŽƌƚ ĞdžƉƌĞƐƐĞƐ ĂŶ ƵŶŵŽĚŝĨŝĞĚ ŽƉŝŶŝŽŶ ŽŶ ƚŚĞ
ĂĚĞƋƵĂĐLJ ĂŶĚ ŽƉĞƌĂƚŝŶŐ ĞĨĨĞĐƚŝǀĞŶĞƐƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͛Ɛ ŝŶƚĞƌŶĂů ĨŝŶĂŶĐŝĂů ĐŽŶƚƌŽůƐ ǁŝƚŚ
ƌĞĨĞƌĞŶĐĞƚŽĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͘
'͘ tŝƚŚ ƌĞƐƉĞĐƚ ƚŽ ƚŚĞ ŽƚŚĞƌ ŵĂƚƚĞƌƐ ƚŽ ďĞ ŝŶĐůƵĚĞĚ ŝŶ ƚŚĞ ƵĚŝƚŽƌΖƐ ZĞƉŽƌƚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ
ǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƐĞĐƚŝŽŶϭϵϳ;ϭϲͿŽĨƚŚĞĐƚ͕ĂƐĂŵĞŶĚĞĚ͗/ŶŽƵƌŽƉŝŶŝŽŶĂŶĚƚŽƚŚĞ
ďĞƐƚŽĨŽƵƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚĂĐĐŽƌĚŝŶŐƚŽƚŚĞĞdžƉůĂŶĂƚŝŽŶƐŐŝǀĞŶƚŽƵƐ͕ƚŚĞƌĞŵƵŶĞƌĂƚŝŽŶ
ƉĂŝĚďLJƚŚĞŽŵƉĂŶLJƚŽŝƚƐĚŝƌĞĐƚŽƌƐĚƵƌŝŶŐƚŚĞLJĞĂƌŝƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨ
ƐĞĐƚŝŽŶϭϵϳŽĨƚŚĞĐƚ͘
,͘ tŝƚŚ ƌĞƐƉĞĐƚ ƚŽ ƚŚĞ ŽƚŚĞƌ ŵĂƚƚĞƌƐ ƚŽ ďĞ ŝŶĐůƵĚĞĚ ŝŶ ƚŚĞ ƵĚŝƚŽƌΖƐ ZĞƉŽƌƚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ
ǁŝƚŚ ZƵůĞ ϭϭ ŽĨ ƚŚĞ ŽŵƉĂŶŝĞƐ ;ƵĚŝƚ ĂŶĚ ƵĚŝƚŽƌƐͿ ZƵůĞƐ͕ ϮϬϭϰ͕ ĂƐ ĂŵĞŶĚĞĚ ŝŶ KƵƌ
ŽƉŝŶŝŽŶĂŶĚƚŽƚŚĞďĞƐƚŽĨŽƵƌŝŶĨŽƌŵĂƚŝŽŶĂŶĚĂĐĐŽƌĚŝŶŐƚŽƚŚĞĞdžƉůĂŶĂƚŝŽŶƐŐŝǀĞŶƚŽƵƐ͗

ŝ͘ dŚĞ ŽŵƉĂŶLJ ŚĂƐ ĚŝƐĐůŽƐĞĚ ƚŚĞ ŝŵƉĂĐƚ ŽĨ ƉĞŶĚŝŶŐ ůŝƚŝŐĂƚŝŽŶƐ ŽŶ ŝƚƐ ĨŝŶĂŶĐŝĂů
ƉŽƐŝƚŝŽŶŝŶŝƚƐ^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂů^ƚĂƚĞŵĞŶƚƐ


Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 82
 ŽŶƚĂĐƚEŽ͗͘нϵϭϵϵϮϱϴϰϬϭϭϱ͕нϵϭϳϯϴϯϳϵϲϬϵϲ
sZΘƐƐŽĐŝĂƚĞƐ ŵĂŝů/͗ĞĞƉĂŬ͘ŬƵůŬĂƌŶŝϭΛŐŵĂŝů͘ĐŽŵ
,ZdZKhEdEd^ ŬĂďƌĂŚŵďŚĂƚƚΛŐŵĂŝů͘ĐŽŵ
 

 ͘ĞĞƉĂŬ<ƵůŬĂƌŶŝ ͘sŝŶŽĚĐŚĂŶĚƌĂ<ĂŶƐĂƌĂ ͘<ŝƌƚŝ:ĂĚŚĂǀ ͘ŬƐŚĂLJ^ŚĂŚ
 ͘<ƌƵŶĂůƌĂŚŵďŚĂƚƚ ͘ƌŝũĞƐŚsŝƚŚĂůĂŶŝ ͘sŝĚŚŝĞǀĂŶŝ

ŝŝ͘ dŚĞ ŽŵƉĂŶLJ ŚĂƐ ŵĂĚĞ ƉƌŽǀŝƐŝŽŶ͕ ĂƐ ƌĞƋƵŝƌĞĚ ƵŶĚĞƌ ƚŚĞ ĂƉƉůŝĐĂďůĞ ůĂǁ Žƌ
ĂĐĐŽƵŶƚŝŶŐ ƐƚĂŶĚĂƌĚƐ͕ ĨŽƌ ŵĂƚĞƌŝĂů ĨŽƌĞƐĞĞĂďůĞ ůŽƐƐĞƐ͕ ŝĨ ĂŶLJ͕ ŽŶ ůŽŶŐͲƚĞƌŵ
ĐŽŶƚƌĂĐƚƐŝŶĐůƵĚŝŶŐĚĞƌŝǀĂƚŝǀĞĐŽŶƚƌĂĐƚƐ
ŝŝŝ͘ dŚĞƌĞŚĂƐďĞĞŶŶŽĚĞůĂLJŝŶƚƌĂŶƐĨĞƌƌŝŶŐĂŵŽƵŶƚƐ͕ƌĞƋƵŝƌĞĚƚŽďĞƚƌĂŶƐĨĞƌƌĞĚ͕ƚŽƚŚĞ
/ŶǀĞƐƚŽƌĚƵĐĂƚŝŽŶĂŶĚWƌŽƚĞĐƚŝŽŶ&ƵŶĚďLJƚŚĞŽŵƉĂŶLJ͘

Ϯ͘ ƐƌĞƋƵŝƌĞĚďLJƚŚĞŽŵƉĂŶŝĞƐ;ƵĚŝƚŽƌΖƐZĞƉŽƌƚͿKƌĚĞƌ͕ϮϬϭϲ;͞ƚŚĞKƌĚĞƌ͟ͿŝƐƐƵĞĚďLJƚŚĞĞŶƚƌĂů
'ŽǀĞƌŶŵĞŶƚŝŶƚĞƌŵƐŽĨ^ĞĐƚŝŽŶϭϰϯ;ϭϭͿŽĨƚŚĞĐƚ͕ǁĞŐŝǀĞŝŶ͞ŶŶĞdžƵƌĞ͟ĂƐƚĂƚĞŵĞŶƚŽŶƚŚĞ
ŵĂƚƚĞƌƐƐƉĞĐŝĨŝĞĚŝŶƉĂƌĂŐƌĂƉŚƐϯĂŶĚϰŽĨƚŚĞKƌĚĞƌ͘


sZΘ^^K/d^
,ZdZKhEdEd
&ŝƌŵZĞŐŝƐƚƌĂƚŝŽŶEŽ͘ϭϬϰϳϮϳt

ƐĚͬͲ

<ZhE>Z,D,dd
WZdEZ
DĞŵďĞƌƐŚŝƉEŽ͘ϭϱϬϬϱϯ
WůĂĐĞ͗DƵŵďĂŝ
ĂƚĞ͗ϬϭͬϬϵͬϮϬϮϯ
h/E͗ϮϯϭϱϬϬϱϯ't:W,ϮϴϬϬ


Ϯϭϰ͕ĞŶƚĞƌWŽŝŶƚ͕ZƵƚƚZŽĂĚ͕ůŬĂƉƵƌŝ͕sĂĚŽĚĂƌĂͲϯϵϬϬϬϳ F - 83
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
&RQVROLGDWHG%DODQFH6KHHWDVRQ0DUFK
5VLQ/DFV
3DUWLFXODUV 1RWHV1R $VRQ0DUFK $VRQ0DUFK

(48,7<$1'/,$%,/,7,(6

6KDUHKROGHUV¶IXQGV
D 6KDUHFDSLWDO   
E 5HVHUYHVDQGVXUSOXV   
F 0RQH\UHFHLYHGDJDLQVWVKDUHZDUUDQWV $  

6KDUHDSSOLFDWLRQPRQH\SHQGLQJDOORWPHQW

1RQFXUUHQWOLDELOLWLHV
D /RQJWHUPERUURZLQJV   
E 'HIHUUHGWD[OLDELOLWLHV QHW  
 
F 2WKHUORQJWHUPOLDELOLWLHV 
G /RQJWHUPSURYLVLRQV 

&XUUHQWOLDELOLWLHV
D 6KRUWWHUPERUURZLQJV   
E 7UDGHSD\DEOHV   
 $ WRWDORXWVWDQGLQJGXHVRIPLFURHQWHUSULVHVDQGVPDOOHQWHUSULVHV 

DQG
 $ WRWDORXWVWDQGLQJGXHVRIFUHGLWRUVRWKHUWKDQPLFURHQWHUSULVHVDQG 
VPDOOHQWHUSULVHV
F 2WKHUFXUUHQWOLDELOLWLHV   
G 6KRUWWHUPSURYLVLRQV 
 

727$/  

$66(76
1RQFXUUHQWDVVHWV
D  L 3URSHUW\3ODQW HTXLSPHQW   
LL ,QWDQJLEOHDVVHWV
LLL &DSLWDOZRUNLQSURJUHVV 
LY ,QWDQJLEOHDVVHWVXQGHUGHYHORSPHQW 
Y )L[HGDVVHWVKHOGIRUVDOH 

E 1RQFXUUHQWLQYHVWPHQWV  

F 'HIHUUHGWD[DVVHWV QHW 
G /RQJWHUPORDQVDQGDGYDQFHV  
 
H 2WKHUQRQFXUUHQWDVVHWV   

&XUUHQWDVVHWV
D &XUUHQWLQYHVWPHQWV
E ,QYHQWRULHV   
F 7UDGHUHFHLYDEOHV   
G &DVKDQGFDVKHTXLYDOHQWV   
H 6KRUWWHUPORDQVDQGDGYDQFHV   
I 2WKHUFXUUHQWDVVHWV  
 

727$/  

&ŽƌsZΘ^^K/d^ )RUDQGRQEHKDOIRIWKH%RDUGRI
ŚĂƌƚĞƌĞĚĐĐŽƵŶƚĂŶƚƐ .VKLWLM3RO\OLQH/LPLWHG
&ŝƌŵZĞŐŝƐƚƌĂƚŝŽŶEŽ͗ϭϬϰϳϮϳt &,1/0+3/&

ƐĚͬͲ VG VG

<ZhE>Z,D,dd %KDUDW*DOD 0DKHQGUD.XPDU-DLQ
WZdEZ 0DQDJLQJ'LUHFWRU 'LUHFWRU
D͘EK͗ϭϱϬϬϱϯ ',1 ',1
ĂƚĞ͗ϬϭͬϬϵͬϮϬϮϯ
WůĂĐĞ͗DƵŵďĂŝ VG VG
h/E͗ϮϯϭϱϬϬϱϯ't:W,ϮϴϬϬ 5DKXO6KDK ;DĂŶŝƐŚĂĞĚŚŝĂͿ
&KLHI([HFXWLYHRIILFHU ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

VG
;^ĞLJĂĂŶŝDĂŚĞƐŚǁĂƌŝͿ
ŽŵƉĂŶLJ^ĞĐƌĞƚĂƌLJ

F - 84
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
&RQVROLGDWHG6WDWHPHQWRI3URILWDQG/RVVIRUWKHSHULRGHQGLQJ0DUFK 5VLQ/DFV
3DUWLFXODUV 1RWHV )RUWKH3HULRG(QGLQJ )RUWKH3HULRGHQGLQJ
1R 0DUFK 0DUFK

5HYHQXHIURPRSHUDWLRQV      


2WKHULQFRPH      

7RWDO,QFRPH ,,,    

([SHQVHV
D &RVWRI0DWHULDO&RQVXPHG      
F &KDQJHVLQ,QYHQWRULHV      
E (PSOR\HHEHQHILWVH[SHQVH      
F )LQDQFHFRVWV      
G 'HSUHFLDWLRQDQGDPRUWLVDWLRQH[SHQVH      
H 2WKHUH[SHQVHV      

7RWDOH[SHQVHV    

3URILW /RVV EHIRUHH[FHSWLRQDODQGH[WUDRUGLQDU\LWHPVDQGWD[      

([FHSWLRQDOLWHPV 3ULRU3HULRG,WHP    

3URILW /RVV EHIRUHH[WUDRUGLQDU\LWHPVDQGWD[      

([WUDRUGLQDU\LWHPV    

3URILW /RVV EHIRUHWD[     

7D[H[SHQVH
D &XUUHQWWD[H[SHQVHIRUFXUUHQW\HDU    
E  /HVV 0$7FUHGLW ZKHUHDSSOLFDEOH
F &XUUHQWWD[H[SHQVHUHODWLQJWRSULRU\HDUV
G ([FHVV 6KRUW 3URYLVLRQRI,QFRPH7D[:ULWWHQ%DFN
H 'HIHUUHGWD[    
7RWDO     

3URILW /RVV IRUWKH\HDU      

%URXJKW)RUZDUG3URILW
6XUSOXV&DUULHGWR%DODQFH6KHHW

(DUQLQJVSHUVKDUH
D %DVLF
L &RQWLQXLQJRSHUDWLRQV    
E 'LOXWHG
L &RQWLQXLQJRSHUDWLRQV    

6LJQLILFDQW$FFRXQWLQJ3ROLFLHVDQG1RWHVWR$FFRXQW 

)RU95&$ $662&,$7(6 )RUDQGRQEHKDOIRIWKH%RDUGRI

&KDUWHUHG$FFRXQWDQWV .VKLWLM3RO\OLQH/LPLWHG
)LUP5HJLVWUDWLRQ1R: &,1/0+3/&

VG VG VG

&$.581$/%5$+0%+$77 %KDUDW*DOD 0DKHQGUD.XPDU-DLQ
3$571(5 0DQDJLQJ'LUHFWRU 'LUHFWRU
012 ',1 ',1
'DWH
3ODFH0XPEDL VG VG
8',1%*:-3+ 5DKXO6KDK ;DĂŶŝƐŚĂĞĚŚŝĂͿ
&KLHI([HFXWLYHRIILFHU ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

VG
;^ĞLJĂĂŶŝDĂŚĞƐŚǁĂƌŝͿ
ŽŵƉĂŶLJ^ĞĐƌĞƚĂƌLJ

F - 85
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6FKHGXOHV)RUPLQJ3DUW2I%DODQFH6KHHW$V2Q0DUFK

1RWHV1R6+$5(&$3,7$/
5VLQ/DFV
$VRQ0DUFK $VRQ0DUFK
3DUWLFXODUV
1XPEHURI 1XPEHURIVKDUHV
$PRXQW $PRXQW
VKDUHV

D $XWKRULVHG
(TXLW\VKDUHVRI5VHDFKZLWKYRWLQJULJKWV    

E ,VVXHG
 L (TXLW\VKDUHVRIC5VHDFKZLWKYRWLQJULJKWV5V    

F 6XEVFULEHGDQGIXOO\SDLGXS
 L (TXLW\VKDUHVRIC5VHDFKZLWKYRWLQJULJKWV5V    

7RWDO    

5HFRQFLOLDWLRQRI1RRI6KDUHVRIHDFKFODVVRILVVXHG&DSLWDO

3DUWLFXODUV (TXLW\
&XUUHQW<HDU 3UHY<HDU

1RRIVKDUHVRXWVWDQGLQJDWWKHEHJLQQLQJRIWKH<HDURI5V
HDFKDWSDUYDOXH5VHDFKDWSDUYDOXH  
%RQXV,VVXHGXULQJWKH\HDU  
0RYHPHQWGXULQJWKH\HDU )XQGVUDLVHGE\,QLWLDO3XEOLF2IIHU  

%DODQFH6KDUHV2XWVWDQGLQJ  

0RQH\5HFG$JDLQVW6KDUH:DUUDQWV3HQGLQJ$ORWPHQW 21/<0RQH\5HFG
3DUWLFXODUV (TXLW\
&XUUHQW<HDU

$EKLVKHN.XPDU3RGGDU 
%KDYLVK\D(FRPPHUFH 
&KLQWDQ6KDK 
+HPDO$UXQEKDL0HKWD 
.DPDO%KXSDWUDL3DUHNK+XI 
1DUHQGUD3DUVKXUDP  

 

Details of Shareholders holding more than 5% of Total Shares :-

Shares FV Rs 2/-
&XUUHQW<HDUDVRQ &XUUHQW<HDU
Particulars No.of Shares % No.of Shares %
Mr. Bharat H. Gala 1,20,83,670 23.86% 28,65,700 28.28%
Mrs. Rita B Gala 28,11,100 5.55% 5,85,550 5.78%
Mr. Hemraj B Gala 1,19,66,825 23.63% 28,62,313 28.25%

2,68,61,595 63,13,563

F - 86
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6RQ0DUFK

1RWHV1R5(6(59(6$1'6853/86
5VLQ/DFV
3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK
352),7 /266$&

$6HFXULWLHV3UHPLXP5HVHUYH
$VSHUODVW%DODQFH6KHHW  
  
$GG0RYHPHQWGXULQJWKH\HDU
/HVV8VHGIRUDOORWPHQWRI%RQXV6KDUHV  

&ORVLQJEDODQFHDWWKHHQGRIWKH\HDU  
  

%6XUSOXVLQ6WDWHPHQWRI3URILWDQG/RVV
6XUSOXVDWEHJLQQLQJRI\HDU  
  
/HVV8VHGIRUDOORWPHQWRI%RQXV6KDUHV
$GG1HW3URILW)RUWKHFXUUHQW\HDU  
  
 
  

7RWDO  

  

1RWHV1R/21*7(50%2552:,1*6

1RQ&XUUHQW &XUUHQW
3DUWLFXODUV $VDWVW0DUFK
$VDW0DUFK $VDW0DUFK $VDWVW0DUFK

6HFXUHG/RDQV
7HUP/RDQ
)URP%DQN    

8QVHFXUHG/RDQV
7HUP/RDQ
)URP2WKHUV 1%)&    

   

  


1RWHV1R'()(55('7$;/,$%,/,7,(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

2SHQLQJ%DODQFH  

  
$GG3URYLVLRQV  
  
/HVV5HYHUVDO

7RWDO  

  

1RWHV1R6+2577(50%2552:,1*6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

6HFXUHG
)URP%DQN  
  
6HFXUHGDJDLQVW6WRFN'HEWRUVDQG3URSHUW\

8QVHFXUHG
)URP2WKHUV  
  
)URP1RQ%DQNLQJ)LQDQFLDO,QVWLWXWLRQV

7RWDO  

  

1RWHV1R75$'(3$<$%/(

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

'XHWRIRU/HVVWKDQVL[PRQWKV  

'XHWRIRUPRUHWKDQVL[PRQWKV  

0LFUR6PDOODQG0HGLXP(QWHUSULVHV

2WKHUV  

  

7RWDO  

  

F - 87
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6RQ0DUFK
1RWHV1R27+(5&855(17/,$%,/,7,(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

&XUUHQW0DWXULWLHVRI/RQJ7HUP%RUURZLQJV 1RWH1R  

 
/RDQIURP5HODWHGSDUW\  
'HSRVLWV  
 
$GYDQFHIURP&XVWRPHUV  

6WDWXWRU\/LDELOLWLHV  
 
3D\DEOHWR6WDII  
 
2WKHU3D\DEOHV  
 
$SSOLFDWLRQIRUVKDUHVSHQGLQJDOORWPHQW  

7RWDO  

  

1RWHV1R6KRUW7HUP3URYLVLRQV

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

3URYLVLRQIRUWD[ 1HWRI7D[  

7RWDO  

1RWH/RQJ7HUP/RDQVDQG$GYDQFHV
$VRQ0DUFK
3DUWLFXODUV $VRQ0DUFK

8QVHFXUHGDQG&RQVLGHUHG*RRG
&DSLWDO$GYDQFHV  
6HFXULW\'HSRVLWV  

7RWDO  

1RWHV1R2WKHU1RQ&XUUHQW$VVHWV

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

8QVHFXUHGDQG&RQVLGHUHG*RRG
2WKHU%DQN%DODQFHV
)L[HG'HSRVLWV PDWXULW\PRUHWKDQPRQWKV   

7RWDO  

  

1RWHV1R,19(1725,(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

5DZ0DWHULDOV  

:RUNLQ3URFHVV  
3DFNLQJ0DWHULDOV  
)LQLVKHGJRRGV  

7RWDO  

  

1RWHV1R75$'(5(&(,9$%/(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

8QVHFXUHGFRQVLGHUHGJRRG
7UDGHUHFHLYDEOHVGXHIRUPRUHWKDQVL[PRQWKV 
2WKHU7UDGHUHFHLYDEOHVGXHIRUOHVVWKDQVL[PRQWKV  
 

7RWDO  

  

1RWHV1R&$6+ &$6+(48,9$/(176

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

 D &DVKDQG&DVK(TXLYDOHQWV
%DODQFHVZLWKEDQNV
,QFXUUHQWDFFRXQWV  
&DVKRQKDQG  
 E 2WKHU%DQN%DODQFHV
,Q)L[HG'HSRVLWVKDYLQJ2ULJLQDOPDWXULW\PRUHWKDQPRQWKV 

7RWDO  

  

F - 88
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6RQ0DUFK

1RWHV1R6+2577(50/2$16$1'$'9$1&(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

3UHSDLG([SHQVHV   


$GYDQFHWR6XSSOLHUV   

2WKHU$GYDQFHV   

/RDQWR6WDII   

0$7&UHGLW(QWLWOHPHQW   

%DODQFHZLWK*RYHUQPHQW$XWKRULWLHV   

7&65HFHLYDEOH   

7'65HFHLYDEOH   


7RWDO  

  

1RWH2WKHUFXUUHQWDVVHWV
$VRQ0DUFK
3DUWLFXODUV $VRQ0DUFK

8QVHFXUHGDQGFRQVLGHUHGJRRG
,QWHUHVWDFFUXHGEXWQRWGXHRQ)L[HG'HSRVLWV 
,QWHUHVW5HFHLYDEOH  
RWKHUFXUUHQW$VVHWV  

 

1RWHV1R5HYHQXHIURP2SHUDWLRQV

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

6DOHVRI*RRGV  

 

7RWDO  

 

1RWHV1R2WKHU,QFRPH

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

'XW\'UDZEDFN  

 
2WKHU,QFRPH  
 
)RUHLJQ([FKDQJH)OXFWXDWLRQ  
 
,QWHUHVWRQ)'  


7RWDO  

  

1RWHV1R&RVWRI0DWHULDO&RQVXPHG

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

2SHQLQJVWRFN  

$GG3XUFKDVHV  
 

/HVV&ORVLQJ6WRFN   

7RWDO  

0DQXIDFWXULQJ([S
&DUULDJHLQZDUG 

3DFNLQJH[SHQVHV  

$JHQF\FKDUJHV  
7UDQVSRUWFKDUJHV  
&HUWLILFDWLRQ&KDUJHV  
&OHDULQJ )RUZDUGLQJFKDUJHV  
2WKHU&KDUJHV 

7RWDO  

 

F - 89
.6+,7,-32/</,1(/,0,7('
&,1/0+3/&
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6RQ0DUFK

1RWHV1R&KDQJHVLQ,QYHQWRULHV

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

672&.,175$'(
2SHQLQJVWRFNRI)LQLVKHG*RRGV   
2SHQLQJVWRFNRI3DFNLQJ0DWHULDO   
2SHQLQJVWRFNRI:,3   

/HVV&ORVLQJVWRFNRI)LQLVKHG*RRGV   

/HVV&ORVLQJVWRFNRI3DFNLQJ0DWHULDO   
/HVV&ORVLQJVWRFNRI:,3   

'LIIHUHQFH     

1RWHV1R(03/2<((6%(1(),7(;3(16(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

6DODULHV :DJHV  

  
'LUHFWRUV 5HPXQHUDWLRQ  
  
&RQWULEXWLRQVWR3URYLGHQW)XQG  
  
6WDIIZHOIDUHH[SHQVHV  
  
&RQWUDFWRU/DERXU&KDUJHV  
  
0DKDUDVKWUD/DERXU:HOIDUH)XQG  
  

7RWDO  

  

1RWHV1R),1$1&(&267

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

,QWHUHVW  

  
%DQNFKDUJHV  
  
2WKHU%DQN&KDUJHV  
  

7RWDO  

  

1RWHV1R27+(5(;3(16(6

3$57,&8/$5 $VRQ0DUFK $VRQ0DUFK

(OHFWULFLW\([SHQVHV   

5HSDLU 0DLQWHQDQFH   
5HPXQHUDWLRQWR$XGLWRUV  
/HJDODQG3URIHVVLRQDO)HHV   
7UDYHOOLQJ &RQYH\DQFH   
7UDQVSRUW([SHQVHV  
/RGJHLQJDQG%RDUGLQJ([SHQVHV   
5HQW5DWHV 7D[HV   
,QVXUDQFH([SHQVHV  
3HWURODQG'LHVHO([SHQVHV   
&RPSXWHU:HEVLWH 6RIWZDUH([SHQVHV   
3RVWDJHDQG7HOHSKRQH([SHQVHV LQWHUQHW([SHQVHV   
&RPPLVVLRQ   
'RQDWLRQ  
2IILFH([SHQVHV   
6KDUHV5HODWHG([SHQVHV  
$GYHUWLVHPHQWVDQG6DOHV3URPRWLRQ([SHQVH   
0XQFLSDO7D[HV  
2WKHU([SHQVHV   
,QWHUHVW 3HQDOW\8QGHU,QFRPH7D[  
:DWHU&KDUJHV   
&UHGLW&DUG([SHQVHV  
&RQWUDFWDQG3HQDOFKDUJHV 
3ULQWLQJ 6WDWLRQHU\ 
'LVFRXQW$OORZHG  
6WDPS'XW\DQG5HJLVWUDWLRQ&KDUJHV   
/DWH3D\PHQW&KDUJHV   
3)3HQDOW\(DUOLHU<HDU  
7ROO7D[   
%RQXV,VVXH([SHQVHV   
6WRFN$XGLW)HHV   
727$/   

F - 90
.6+,7,-32/</,1(/,0,7('
6&+('8/(6)250,1*3$572)%$/$1&(6+((7$6210DUFK

1RWHV1R7$1*,%/($66(76 &$3,7$/:25.,1352*5(66

3$57,&8/$56 5$7( *5266%/2&. '(35(&,$7,21 :'9$6 :'9$6

 $'',7,21 $'',7,21 '('8&7,21   <($5  21 21
0RUHWKDQ /HVVWKDQ
GD\V GD\V

&20387(56           
%8,/',1*          
)851,785( ),;785(6           
3/$17 0$&+,1(5<           
2)),&((48,30(17           
9(+,&/(6          
/$1'       

727$/          

F - 91
.6+,7,-32/</,1(/,0,7('
&RQVROLGDWHG&DVK)ORZ6WDWHPHQWDVRQ0DU
5VLQ/DFV
3DUWLFXODUV $VRQ0DUFK $VRQ0DUFK

$&$6+)/2:)52023(5$7,1*$&7,9,7,(6

1HWSURILWEHIRUHWD[ >$@  

$GMXVWPHQWIRU
'HSUHFLDWLRQ  
/HDVH5HQW,QFRPH 
,QWHUHVW([SHQVH  
,QWHUHVW,QFRPH 
([FHVV'HSUHFLDWLRQ
'LYLGHQG,QFRPH 

7RWDO$GMXVWPHQW >%@  

2SHUDWLQJSURILWEHIRUHZRUNLQJFDSLWDOFKDQJHV >&@ >$@>%@  

$GMXVWPHQWIRUFKDQJHVLQZRUNLQJFDSLWDO

,QFUHDVH 'HFUHDVHLQ,QYHQWRULHV  

,QFUHDVH 'HFUHDVH LQ7UDGH3D\DEOHV  
,QFUHDVH 'HFUHDVHLQ/RQJ7HUP/RDQVDQG$GYDQFHV  
,QFUHDVH 'HFUHDVHLQ6KRUW7HUP/RDQVDQG$GYDQFHV  
,QFUHDVH 'HFUHDVHLQ7UDGH5HFHLYDEOH  
,QFUHDVH 'HFUHDVHLQ2WKHU&XUUHQW$VVHW  
,QFUHDVH 'HFUHDVH LQ2WKHU&XUUHQWOLDELOLW\  
,QFUHDVH 'HFUHDVH LQ3URYLVLRQ  
7RWDO >'@  

&DVKJHQHUDWHGIURPRSHUDWLRQV >(@ >&@>'@  

7D[HV 3DLG 5HFHLYHG 1HWRI7'6 >)@  

1HWFDVKJHQHUDWHGIURP XVHGLQ RSHUDWLQJDFWLYLWLHV >*@ >(@>)@  

%&$6+)/2:)520,19(67,1*$&7,9,7,(6

3XUFKDVHRI)L[HG$VVHWVDQGDGMXVWPHQWRI&DSLWDO:RUNLQ
3URJUHVV  
3URFHHGVIURP)L[HG'HSRVLWVLQEDQN 
3URFHHGVWR)L[HG'HSRVLWVLQEDQN Ͳϭϰϳ͘ϭϲ 
3URFHHGV)RULQYHVWPHQW
3URFHHGVIURPVDOHRI)L[HG$VVHWV
3URFHHGV7RDFTXLUH3URSHUW\ ,QYHVWPHQWLQ2WKHU&RPSDQ\ 
&DSLWDODGYDQFH3DLG
2WKHUDGYDQFHUHFHLYHG 
6HFXULW\GHSRVLWUHFHLYHG
$GYDQFHWR5HODWHG3DUWLHV
/HDVH5HQW,QFRPH 
'LYLGHQG,QFRPH 
,QWHUHVW,QFRPH 

1HWFDVKJHQHUDWHGIURP XVHGLQ LQYHVWLQJDFWLYLWLHV >+@  

F - 92
&&$6+)/2:)520),1$1&,1*$&7,9,7,(6

3URFHHGVIURPLVVXDQFHRI(TXLW\6KDUHVKDUHZDUUDQWV 
3URFHHGVIURPVHFXULWLHVSUHPLXPRQLVVXHRIVKDUH
3URFHHGVIURP 5HSD\PHQWRI 7HUP/RDQ>1HW@ 
3URFHHGV 5HSD\PHQW RI/RDQIURP5HODWHG3DUW\ 
3URFHHGVIURP2YHUGUDIW$FFRXQW  
,QWHUHVW([SHQVH  

1HWFDVKJHQHUDWHGIURP XVHGLQ ILQDQFLQJDFWLYLWLHV >,@  

1HW,QFUHDVH 'HFUHDVH LQ&DVK &DVKHTXLYDOHQWV >-@ >*@>+@>,@  

&DVKDQGFDVKHTXLYDOHQWVDWWKHEHJLQQLQJRIWKH\HDU >.@  

&DVKDQGFDVKHTXLYDOHQWVDWWKHHQGRIWKH\HDU >-@>.@  

&DVKDQGFDVKHTXLYDOHQWVFRPSULVH
&DVKRQKDQG  
%DODQFHZLWKEDQNV  
2WKHU%DQN%DODQFHV 
7RWDOFDVKDQGFDVKHTXLYDOHQWV  

$VSHU%RRNVRI$FFRXQWSURGXFHEHIRUHXV )RUDQGRQEHKDOIRIWKH%RDUGRI
)RU95&$ $662&,$7(6 .VKLWLM3RO\OLQH/LPLWHG
&KDUWHUHG$FFRXQWDQWV &,1/0+3/&
)LUP5HJLVWUDWLRQ1R:
VG VG
VG %KDUDW*DOD 0DKHQGUD.XPDU-DLQ
&$.581$/%5$+0%+$77 0DQDJLQJ'LUHFWRU 'LUHFWRU
3$571(5 ',1 ',1
012
'DWH VG VG
3ODFH0XPEDL 5DKXO6KDK ;DĂŶŝƐŚĂĞĚŚŝĂͿ
8',1%*:-3+ &KLHI([HFXWLYHRIILFHU ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

VG
;^ĞLJĂĂŶŝDĂŚĞƐŚǁĂƌŝͿ
ŽŵƉĂŶLJ^ĞĐƌĞƚĂƌLJ

F - 93
127(6)250,1*3$572)7+(),1$1&,$/67$7(0(176)257+(3(5,2'(1'('
VW0$5&+

1RWH1R2WKHU1RWHVWR)LQDQFLDO6WDWHPHQWV

 &DSLWDODQGRWKHU&RPPLWPHQW

'XULQJWKHFXUUHQW\HDU5V1LO 3<5V1LO 7KHUHDUHQRVXFKDJUHHPHQWDUHZLWKDQ\YHQGRUVRUFXVWRPHUIRUEXVLQHVVUHODWHG

WUDQVDFWLRQ

 &RQWLQJHQWOLDELOLWLHV
&XUUHQW\HDU5V1LO 3<1LO

 'HIHUUHG7D[DWLRQ  5VLQ/DFV 

'HIHUUHG7D[$VVHWV '7/ 2SHQLQJ%DODQFH 'XULQJWKH\HDU &ORVLQJ%DODQFH
$VSHU'HSUHFLDWLRQ         

'HIHUUHG7D[DVVHWV '7/         

 9DOXHRI,PSRUWV
 5VLQ/DFV 
3DWLFXODUV  
5DZ0DWHULDOLQFO+LJKVHDVSXUFKDVHV  
  
5DZ0DWHULDOWUDGHGGXULQJWKH\HDU   
3DFNLQJ0DWHULDO   
&DSLWDO$VVHW    
6SDUHV   
7RWDO  
  


 (DUQLQJDQG([SHQGLWXUHLQ)RUHLJQ&XUUHQF\
 5VLQ/DFV 
3DWLFXODUV  
(DUQLQJLQ)RUHLJQ&XUUHQF\  
  


([SHQGLWXUHLQIRUHLJQ&XUUHQF\
)RUHLJQ7UDYHOOLQJ  
&DSLWDO$VVHW   
,PSRUWRI5DZ0DWHULDODQG6SDUHV  
  

dŽƚĂů  
  


 9DOXHRI,PSRUWHG ,QGLJHQRXV5DZ0DWHULDOV
 5VLQ/DFV
3DWLFXODUV  
$ 5DZ0DWHULDO&RQVXPHG  $PRXQW 5V   $PRXQW 5V 
/ŵƉŽƌƚĞĚ     
 
,QGLJHQRXV     
 

7RWDO     

 

% )L[HG$VVHW$QG6SDUH3DUWV
/ŵƉŽƌƚĞĚ     
 
,QGLJHQRXV     
 

7RWDO     

 

 5HODWHG3DUW\'LVFORVXUH
5HODWHGSDUW\GLVFORVXUHVDVUHTXLUHGE\$FFRXQWLQJ6WDQGDUG5HODWHG3DUW\'LVFORVXUHV5HODWLRQVKLSV GXULQJWKH\HDU 

1DPHRIWKHSDUW\ 5HODWLRQ

.H\0DQDJHPHQW3HUVRQQHO
D0U%KDUDW+*DOD ([HFXWLYH'LUHFWRU
E0U5DKXO'6KDK &KLHI([HFXWLYH2IILFHU
F0U5XVKLUDM=3DWHO ,QGHSHQGHQW'LUHFWRU
G0U5DMXO'9LVDULD ,QGHSHQGHQW'LUHFWRU
H0U/DO6LQJK%KDJURW ([HFXWLYH'LUHFWRU
I0UV0DQLVKD&KRUGLD 1RQ([HFXWLYH'LUHFWRU
J0U0DKHQGUD.XPDU-DLQ ([HFXWLYH'LUHFWRU
K0V0DQLVKD'HGKLD &KLHI)LQDQFLDO2IILFHU
L0U5DMDW0DQMUHNDU &RPSDQ\6HFUHWDU\

5HODWLYHVRI.H\0DQDJHULDO3HUVRQV
D0U+HPUDM%*DOD 5HODWLYHRI'LUHFWRU
E0UV5LWD%KDUDW*DOD 5HODWLYHRI'LUHFWRU

(QWHUSULVHVRYHUZKLFK.H\0DQDJHULDO
3HUVRQVDUHDEOHWRH[HUFLVHVLJQLILFDQW
LQIOXHQFH
D+HPUDM%*DOD+8) +8)FRQFHUQRIUHODWLYHRIGLUHFWRU
E/XFN\3ODVWLFV 3URSULHWDU\FRQFHUQRIDGLUHFWRU

F - 94
 7KHIROORZLQJWUDQVDFWLRQVZHUHFDUULHGRXWZLWKWKHUHODWHGSDUWLHVLQWKHRUGLQDU\FRXUVHRIEXVLQHVV

 5VLQ/DFV
6U3DUWLFXODUV 7\SHRI5HODWLRQVKLS  

'LUHFWRUV5HPXQHUDWLRQ %KDUDW+*DOD  

  
'LUHFWRUV5HPXQHUDWLRQ 5DKXO'6KDK  
  

5HPXQHUDWLRQ3DLG 0DQLVKD'HGKLD  
  

5HPXQHUDWLRQ3DLG 5DMDW0DQMUHNDU  
  

5HQW5HFHLYHG /XFN\3ODVWLFV  
  

3XUFKDVH /XFN\3ODVWLFV  
  

6DOHRI*RRGV /XFN\3ODVWLFV  
  

$GYDQFH*LYHQ /XFN\3ODVWLFV  
  

&RPPLVVLRQ3DLG /XFN\3ODVWLFV  

'LUHFWRUV5HPXQHUDWLRQ 0DQLVKD&KRUGLD  
'LUHFWRUV5HPXQHUDWLRQ 0DKHQGUD.XPDU-DLQ  

'LUHFWRUV5HPXQHUDWLRQ 5XVKLUDM=3DWHO  

'LUHFWRUV5HPXQHUDWLRQ 5DMXO'9LVDULD  

'LUHFWRUV5HPXQHUDWLRQ /DO6LQJK%KDJURW  


 (DUQLQJVSHUVKDUH (36
 5VLQ/DFV
3DUWLFXODUV  

3URILWDIWHUWD[DVSHUVWDWHPHQWRI3URILWDQG/RVV
DWWULEXWDEOHWR(TXLW\6KDUHKROGHUV 5V    
:HLJKWHG$YHUDJHQXPEHURIHTXLW\VKDUHV    
)DFH9DOXHSHUHTXLW\6KDUH 5V    
%DVLFDQG'LOXWHG(DUQLQJVSHU6KDUH 5V  

 5HWLUHPHQW%HQHILWV
'LVFORVXUHLQUHVSHFWRI(PSOR\HH%HQHILWVSXUVXDQWWR$FFRXQWLQJ6WDQGDUG± 5HYLVHG 7KH&RPSDQ\KDVQRWSURYLGHGIRUHPSOR\HHEHQHILWVGXULQJWKH)<
DQGSUHFHGLQJSUHYLRXV\HDUDOVR

 ,QWKHRSLQLRQRIWKH%RDUGRI'LUHFWRUV&XUUHQWDVVHWV/RDQVDQG$GYDQFHVDUHRIWKHYDOXHUHDOL]DEOHLQWKHRUGLQDU\FRXUVHRIEXVLQHVV

 7KH&RPSDQ\KDVQRWUHFHLYHGDQ\LQWLPDWLRQIURPWKHVXSSOLHUVUHJDUGLQJWKHLUVWDWXVXQGHU0LFUR6PDOODQG0HGLXP(QWHUSULVH'HYHORSPHQW
D $PRXQWVGXHDQGRXWVWDQGLQJWRVXSSOLHUVDVDWWKHHQGRIWKHDFFRXQWLQJ\HDU
E ,QWHUHVWSDLGGXULQJWKH\HDU
F ,QWHUHVWSD\DEOHDWWKHHQGRIWKHDFFRXQWLQJ\HDU
G ,QWHUHVWDFFUXHGDQGXQSDLGDWWKHHQGRIWKHDFFRXQWLQJ\HDU

 7KHSUHYLRXV\HDUILJXUHVKDYHEHHQUHJURXSHGUHFODVVLILHGZKHUHYHUQHFHVVDU\WRFRQILUPWRWKHFXUUHQW\HDUSUHVHQWDWLRQ

$VSHURXUUHSRUWRIHYHQGDWH )RUDQGRQEHKDOIRIWKH%RDUGRI
)RU95&$ $662&,$7(6 .VKLWLM3RO\OLQH/LPLWHG
&KDUWHUHG$FFRXQWDQWV &,1/0+3/&

VG VG
VG %KDUDW*DOD 0DKHQGUD.XPDU-DLQ
&$.581$/%5$+0%+$77 0DQDJLQJ'LUHFWRU 'LUHFWRU
3DUWQHU ',1 ',1
0HPEHUVKLS1XPEHU
)LUP5HJLVWUDWLRQ1XPEHU: VG VG
'DWH 5DKXO6KDK ;DĂŶŝƐŚĂĞĚŚŝĂͿ
8',1%*:-3+ &KLHI([HFXWLYHRIILFHU ŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

VG
;^ĞLJĂĂŶŝDĂŚĞƐŚǁĂƌŝͿ
ŽŵƉĂŶLJ^ĞĐƌĞƚĂƌLJ

F - 95
^ĐŚĞĚƵůĞϮϯ^ŝŐŶŝĨŝĐĂŶƚĐĐŽƵŶƚŝŶŐWŽůŝĐŝĞƐΘEŽƚĞƐĂŶŶĞdžĞĚƚŽĂŶĚĨŽƌŵŝŶŐƉĂƌƚŽĨƚŚĞĂůĂŶĐĞ^ŚĞĞƚĂŶĚWƌŽĨŝƚΘ
>ŽƐƐĨŽƌƚŚĞzĞĂƌĞŶĚĞĚĂƐŽŶϯϭƐƚDĂƌĐŚϮϬϮϯ

Ϳ^ŝŐŶŝĨŝĐĂŶƚĐĐŽƵŶƚŝŶŐWŽůŝĐŝĞƐ

ĂƐŝƐŽĨĐĐŽƵŶƚŝŶŐ

dŚĞĂĐĐŽƵŶƚƐŚĂǀĞďĞĞŶƉƌĞƉĂƌĞĚƵŶĚĞƌƚŚĞŚŝƐƚŽƌŝĐĂůĐŽƐƚŽŶĂŶĂĐĐƌƵĂůďĂƐŝƐĂƐĂŐŽŝŶŐĐŽŶĐĞƌŶ͘ZĞǀĞŶƵĞ
ƌĞĐŽŐŶŝƚŝŽŶĂŶĚĞdžƉĞŶƐĞƐŝŶĐƵƌƌĞĚĂƌĞĂĐĐŽƵŶƚĞĚŽŶĂĐĐƌƵĂůďĂƐŝƐĂŶĚĂƉƉůŝĐĂďůĞŵĂŶĚĂƚŽƌLJƐƚĂŶĚĂƌĚƐĂŶĚŝŶ
ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞŽŵƉĂŶŝĞƐĐƚ͕ϮϬϭϯ͘

hƐĞŽĨƐƚŝŵĂƚĞƐ

dŚĞƉƌĞƉĂƌĂƚŝŽŶĂŶĚƉƌĞƐĞŶƚĂƚŝŽŶŽĨĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐŝŶĐŽŶĨŽƌŵŝƚLJǁŝƚŚƚŚĞŐĞŶĞƌĂůůLJĂĐĐĞƉƚĞĚĂĐĐŽƵŶƚŝŶŐ
ƉƌŝŶĐŝƉůĞƐƌĞƋƵŝƌĞƐƚŚĞŵĂŶĂŐĞŵĞŶƚƚŽŵĂŬĞĞƐƚŝŵĂƚĞƐĂŶĚĂƐƐƵŵƉƚŝŽŶƐĐŽŶƐŝĚĞƌĞĚŝŶƚŚĞƌĞƉŽƌƚĞĚĂŵŽƵŶƚƐŽĨ
ĂƐƐĞƚƐĂŶĚůŝĂďŝůŝƚŝĞƐ;ŝŶĐůƵĚŝŶŐĐŽŶƚŝŶŐĞŶƚůŝĂďŝůŝƚŝĞƐͿĂƐŽĨƚŚĞĚĂƚĞŽĨƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚĂŶĚƚŚĞƌĞƉŽƌƚĞĚ
ƌĞǀĞŶƵĞƐĂŶĚĞdžƉĞŶƐĞƐĨŽƌƚŚĞƌĞƉŽƌƚŝŶŐLJĞĂƌ͘ŝĨĨĞƌĞŶĐĞďĞƚǁĞĞŶƚŚĞĂĐƚƵĂůƌĞƐƵůƚĂŶĚĞƐƚŝŵĂƚĞƐĂƌĞƌĞĐŽŐŶŝnjĞĚŝŶ
ƚŚĞƉĞƌŝŽĚŝŶǁŚŝĐŚƚŚĞƌĞƐƵůƚƐĂƌĞŬŶŽǁŶͬŵĂƚĞƌŝĂůŝnjĞĚ͘

ZĞǀĞŶƵĞZĞĐŽŐŶŝƚŝŽŶ

^ĂůĞƐ͗

/ŶĐŽŵĞĨƌŽŵWƌŽĚƵĐƚ^ĂůĞƐͬ^ĞƌǀŝĐĞƐŚĂƌŐĞƐŝƐƌĞĐŽŐŶŝnjĞĚƵƉŽŶĐŽŵƉůĞƚŝŽŶŽĨƐĂůĞƐĂŶĚƌĞŶĚĞƌŝŶŐŽĨƚŚĞƐĞƌǀŝĐĞƐ
ƌĞƐƉĞĐƚŝǀĞůLJ͘^ĂůĞƐĂƌĞŝŶĐůƵƐŝǀĞŽĨdĂdžĞƐĂŶĚƵƚŝĞƐďƵƚĂĐĐŽƵŶƚĞĚŶĞƚŽĨƐĂůĞƐƚĂdž͕ǁŚĞŶĞǀĞƌĂƉƉůŝĐĂďůĞ͘/ŶĐŽŵĞ
ŝŶĐůƵĚĞƐŝŶƚĞƌͲĚŝǀŝƐŝŽŶĂůƚƌĂŶƐĨĞƌĂƚŵĂƌŬĞƚƉƌŝĐĞ͘dŚĞǀĂůƵĞŽĨƐƵĐŚŝŶƚĞƌĚŝǀŝƐŝŽŶĂůƚƌĂŶƐĨĞƌŝƐŝŶĐůƵĚĞĚŝŶƚŚĞǀĂůƵĞŽĨ
ŵĂƚĞƌŝĂůƐƉƵƌĐŚĂƐĞΘƐĂůĞƐ͘

ŝǀŝĚĞŶĚĂŶĚ/ŶƚĞƌĞƐƚ

ŝǀŝĚĞŶĚŝŶĐŽŵĞĨƌŽŵŝŶǀĞƐƚŵĞŶƚƐŝƐƌĞĐŽŐŶŝnjĞĚǁŚĞŶƌŝŐŚƚƚŽƌĞĐĞŝǀĞƚŽƉĂLJŵĞŶƚŝƐĞƐƚĂďůŝƐŚĞĚ͘/ŶƚĞƌĞƐƚŝŶĐŽŵĞŝƐ
ĂĐĐŽƵŶƚĞĚŽŶŝƚƐĂĐĐƌƵĂůŽŶĂƚŝŵĞƉƌŽƉŽƌƚŝŽŶ͘

ŵƉůŽLJĞĞƐZĞŵƵŶĞƌĂƚŝŽŶ

dŚĞŽŵƉĂŶLJΖƐĐŽŶƚƌŝďƵƚŝŽŶƐƚŽƚŚĞWƌŽǀŝĚĞŶƚ&ƵŶĚĂƌĞĐŚĂƌŐĞĚƚŽWƌŽĨŝƚΘ>ŽƐƐĨŽƌƚŚĞƉĞƌŝŽĚ͘

F - 96
ĞƉƌĞĐŝĂƚŝŽŶ͗

ŝͿĞƉƌĞĐŝĂƚŝŽŶŝƐĐŚĂƌŐĞĚŽŶ&ŝdžĞĚƐƐĞƚƐ;ŽƚŚĞƌƚŚĂŶ'ŽŽĚǁŝůůͿŽŶtƌŝƚƚĞŶŽǁŶsĂůƵĞĂŶĚŝŶƚŚĞŵĂŶŶĞƌ
ƉƌĞƐĐƌŝďĞĚŝŶŽŵƉĂŶŝĞƐĐƚ͕ϮϬϭϯ͘

&ŝdžĞĚƐƐĞƚƐ

&ŝdžĞĚƐƐĞƚƐĂƌĞƐƚĂƚĞĚĂƚĐŽƐƚŽĨĂĐƋƵŝƐŝƚŝŽŶŽƌĐŽŶƐƚƌƵĐƚŝŽŶ͕ůĞƐƐĂĐĐƵŵƵůĂƚĞĚĚĞƉƌĞĐŝĂƚŝŽŶ͘ůůĐŽƐƚƐƌĞůĂƚŝŶŐƚŽƚŚĞ
ĂĐƋƵŝƐŝƚŝŽŶĂŶĚŝŶƐƚĂůůĂƚŝŽŶŽĨĨŝdžĞĚĂƐƐĞƚƐĂƌĞĐĂƉŝƚĂůŝnjĞĚĂŶĚŝŶĐůƵĚĞĨŝŶĂŶĐŝŶŐĐŽƐƚƐƌĞůĂƚŝŶŐƚŽƚŚĞďŽƌƌŽǁĞĚĨƵŶĚƐ
ĂƚƚƌŝďƵƚĂďůĞƚŽĐŽŶƐƚƌƵĐƚŝŽŶŽƌĂĐƋƵŝƐŝƚŝŽŶŽĨĨŝdžĞĚĂƐƐĞƚƐƵƉƚŽƚŚĞĚĂƚĞƚŚĞĂƐƐĞƚƐĂƌĞƉƵƚƚŽƵƐĞ͘

/ŶǀĞƐƚŵĞŶƚƐ

/ŶǀĞƐƚŵĞŶƚƐĂƌĞĐůĂƐƐŝĨŝĞĚĂƐůŽŶŐƚĞƌŵ/ŶǀĞƐƚŵĞŶƚĂŶĚĐĂƌƌŝĞĚĂƚĐŽƐƚ͘WƌŽǀŝƐŝŽŶĨŽƌĚŝŵŝŶƵƚŝŽŶŝŶǀĂůƵĞŽĨůŽŶŐƚĞƌŵ
ŝŶǀĞƐƚŵĞŶƚƐŝƐŵĂĚĞŽŶůLJ͕ŝĨƐƵĐŚĂĚĞĐůŝŶĞŝƐŶŽƚƚĞŵƉŽƌĂƌLJ͕ŝŶƚŚĞŽƉŝŶŝŽŶŽĨƚŚĞŵĂŶĂŐĞŵĞŶƚ͘

WƌŝŽƌWĞƌŝŽĚdžƉĞŶƐĞƐͬ/ŶĐŽŵĞ͗

ůůŝĚĞŶƚŝĨŝĂďůĞŝƚĞŵƐŽĨŝŶĐŽŵĞĂŶĚĞdžƉĞŶĚŝƚƵƌĞƉĞƌƚĂŝŶŝŶŐƚŽƉƌŝŽƌƉĞƌŝŽĚĂƌĞĂĐĐŽƵŶƚƐĂƐƉĞƌΗWƌŝŽƌWĞƌŝŽĚ

WƌŽǀŝƐŝŽŶƐ͕ŽŶƚŝŶŐĞŶƚ>ŝĂďŝůŝƚŝĞƐĂŶĚŽŶƚŝŶŐĞŶƚƐƐĞƚƐ

WƌŽǀŝƐŝŽŶƐĂƌĞƌĞĐŽŐŶŝƐĞĚŽŶůLJǁŚĞŶƚŚĞƌĞŝƐĂƉƌĞƐĞŶƚŽďůŝŐĂƚŝŽŶĂƐĂƌĞƐƵůƚŽĨƉĂƐƚĞǀĞŶƚƐĂŶĚǁŚĞŶĂƌĞůŝĂďůĞ
ĞƐƚŝŵĂƚĞŽĨƚŚĞĂŵŽƵŶƚŽĨŽďůŝŐĂƚŝŽŶĐĂŶďĞŵĂĚĞ͘ŽŶƚŝŶŐĞŶƚůŝĂďŝůŝƚLJŝƐĚŝƐĐůŽƐĞĚĨŽƌ;ŝͿWŽƐƐŝďůĞŽďůŝŐĂƚŝŽŶƐǁŚŝĐŚ
ǁŝůůďĞĐŽŶĨŝƌŵĞĚŽŶůLJďLJĨƵƚƵƌĞĞǀĞŶƚƐŶŽƚǁŚŽůůLJǁŝƚŚŝŶƚŚĞĐŽŶƚƌŽůŽĨƚŚĞŽŵƉĂŶLJŽƌ;ŝŝͿWƌĞƐĞŶƚŽďůŝŐĂƚŝŽŶƐ
ĂƌŝƐŝŶŐĨƌŽŵƉĂƐƚĞǀĞŶƚƐǁŚĞƌĞŝƚŝƐŶŽƚƉƌŽďĂďůĞƚŚĂƚĂŶŽƵƚĨůŽǁŽĨƌĞƐŽƵƌĐĞƐǁŝůůďĞƌĞƋƵŝƌĞĚƚŽƐĞƚƚůĞƚŚĞ
ŽďůŝŐĂƚŝŽŶŽƌĂƌĞůŝĂďůĞĞƐƚŝŵĂƚĞŽĨƚŚĞĂŵŽƵŶƚŽĨƚŚĞŽďůŝŐĂƚŝŽŶĐĂŶŶŽƚďĞŵĂĚĞ͘ŽŶƚŝŶŐĞŶƚƐƐĞƚƐĂƌĞŶŽƚ
ƌĞĐŽŐŶŝƐĞĚŝŶƚŚĞĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐƐŝŶĐĞƚŚŝƐŵĂLJƌĞƐƵůƚŝŶƚŚĞƌĞĐŽŐŶŝƚŝŽŶŽĨŝŶĐŽŵĞƚŚĂƚŵĂLJŶĞǀĞƌďĞƌĞĂůŝƐĞĚ͘

ĂƌŶŝŶŐƐWĞƌ^ŚĂƌĞ

dŚĞŽŵƉĂŶLJƌĞƉŽƌƚƐďĂƐŝĐĂŶĚĚĞůƵƚĞĚĂƌŶŝŶŐƐƉĞƌƐŚĂƌĞŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚĐĐŽƵŶƚŝŶŐ^ƚĂŶĚĂƌĚϮϬŽŶĂƌŶŝŶŐƐ
ƉĞƌ^ŚĂƌĞ͘ĂƐŝĐW^ŝƐĐŽŵƉƵƚĞĚďLJĚŝǀŝĚŝŶŐƚŚĞŶĞƚƉƌŽĨŝƚŽƌůŽƐƐĨŽƌƚŚĞLJĞĂƌďLJǁĞŝŐŚƚĞĚĂǀĞƌĂŐĞŶƵŵďĞƌŽĨĞƋƵŝƚLJ
ƐŚĂƌĞƐŽƵƚƐƚĂŶĚŝŶŐĚƵƌŝŶŐƚŚĞLJĞĂƌ͘ŝůƵƚĞĚW^ŝƐĐŽŵƉƵƚĞĚďLJĚŝǀŝĚŝŶŐƚŚĞŶĞƚƉƌŽĨŝƚŽƌůŽƐƐĨŽƌƚŚĞLJĞĂƌďLJƚŚĞ
ǁĞŝŐŚƚĞĚĂǀĞƌĂŐĞŶƵŵďĞƌŽĨĞƵŝƚLJƐŚĂƌĞƐ͕ĞdžĐĞƉƚǁŚĞƌĞƚŚĞƌĞƐƵůƚƐĂƌĞĂŶƚŝͲĚŝůƵƚŝǀĞ͘

ĂƐŚ&ůŽǁ^ƚĂƚĞŵĞŶƚ

dŚĞĂƐŚĨůŽǁƐƚĂƚĞŵĞŶƚŝƐƉƌĞƉĂƌĞĚďLJƚŚĞŝŶĚŝƌĞĐƚŵĞƚŚŽĚƐĞƚŽƵƚŝŶĐĐŽƵŶƚŝŶŐƐƚĂŶĚĂƌĚϯŽŶĂƐŚ&ůŽǁ
ƐƚĂƚĞŵĞŶƚƐĂŶĚƉƌĞƐĞŶƚƐƚŚĞĐĂƐŚĨůŽǁƐďLJŽƉĞƌĂƚŝŶŐ͕ŝŶǀĞƐƚŝŶŐĂŶĚĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐŽĨƚŚĞĐŽŵƉĂŶLJ͘ĂƐŚĂŶĚ
ĂƐŚĞƋƵŝǀĂůĞŶƚƐƉƌĞƐĞŶƚĞĚŝŶƚŚĞĐĂƐŚĨůŽǁƐƚĂƚĞŵĞŶƚĐŽŶƐŝƐƚŽĨĐĂƐŚŝŶŚĂŶĚĂŶĚĚĞŵĂŶĚĚĞƉŽƐŝƚƐǁŝƚŚďĂŶŬƐ͘

F - 97
 MATERIAL DEVELOPMENTS

Except as stated in this Letter of Offer and as disclosed below, to our knowledge, no circumstances have arisen since March
31, 2024, which materially and adversely affect or are likely to affect our operations, performance, prospects or
profitability, or the value of our assets or our ability to pay material liabilities:

a) For discharging the past debt obligations on behalf of Enki Glass Industries Private Limited, the Company, had offered
a One Time Settlement (“OTS”) to Janaseva Sahakari Bank Ltd. and other consortium Bankers for ` 10,68,00,000/-
out of which `2,24,07,356.47 had been paid on 13.04.2023 to Janaseva Sahakari Bank Ltd. in their no lien account.
b) Pursuant to Shareholder’s approval through postal ballot and Scrutinizer’s report dated 22/06/2023 the Memorandum
of Association of the Company had been altered by way of addition to Object clause of the Company.
c) The Company had appointed Mr. Ruhini Kumar Chakraborty (DIN: 08124270) and Mr. Mayur Jitendra Thakar (DIN:
08156395) as Additional Independent Directors of the Company w.e.f. June 01, 2023.
d) Acquisition of 51% shares of Sparion Infrastructure Private limited and as a result the Company becomes holding
Company w.e.f. 01/06/2023.
e) Mr. Rajat Manjrekar (Membership No. A56730) had resigned from the post of Company Secretary and Compliance
Officer of the Company w.e.f. April 25, 2023.
f) Mr. Lal Singh Bhagrot (DIN 00777334), Director of the company had resigned from the post of Director w.e.f. June
27, 2023.
g) Mrs. Manisha Ravindra Dedhia, Chief Financial Officer of the Company had resigned from the post of CFO with
effect from July 01, 2023.
h) Mr. Rahul Devshi Shah, Chief Executive Officer of the Company had resigned from the post of Chief Executive officer
with effect from July 05, 2023.
i) Ms. Devyani Maheshwari (Membership No. A55704) was appointed as Company Secretary and Compliance Officer
of the company with effect from July 11, 2023
j) Mr. Rahul Shah was appointed as Chief Financial Officer of the Company with effect from July 11, 2023.
k) Mr. Bharat Hemraj Gala (DIN:01994342), Managing Director of the Company was further appointed as Chief
Executive Officer of the Company with effect from July 11, 2023.
l) The Members of the Company by way of Postal Ballot dated August 28, 2023, had approved the; Appointment of Mr.
Mayur Jitendra Thakar (DIN: 08156395) as Independent Director of the Company, Appointment of Mr. Ruhini Kumar
Chakraborty (DIN: 08124270) as Independent Director of the Company, Appointment of Mr. Mahendra Kumar Jain
(DIN: 09765526) as a Director of the Company, Re-appointment of Ms. Rajul Visaria Dhimant (DIN: 07038456) as
Independent Director of the Company, Re-appointment of Mr. Rushiraj ZaverBhai Patel (DIN: 08017580) as
Independent Director of the Company.
m) The shareholders of the Company at 15th AGM of Kshitij Polyline Limited ('the Company') held on Wednesday,
September 27, 2023 approved Re-appointment of Mr. Bharat Hemraj Gala (DIN: 01994342) as Managing Director of
the Company for a period of three years.
n) Resignation of Ms Rajul Dhimant Visaria, Independent Directors of the company due to her pre-occupation, with
effect from December 20, 2023.
o) Resignation of Mr Rahul Ramesh Shah, Chief financial Officer of the company due to personal reasons, with effect
from November 22, 2023.
p) Resignation of Mr. Bharat Hemraj Gala, Managing Director and Chief Executive Officer of the company due to
personal reasons and pre-occupation, with effect from October 19, 2023.
q) The Board of Directors at its meeting held on 19/10/2023 cancelled warrants issued to M/s. Bhavishya E-Commerce
Private Limited
r) The Company had applied in NCLT for M/s. Omkar Speciality Chemicals Limited for bidding process, company had
paid security deposit of Rupees 1.425 Crore.
s) The Board of Directors at their meeting held on Thursday, December 07, 2023, had approved the forfeiture of the
consideration paid by allottees in respect of 16,00,000 Convertible Warrants allotted by the Company on 14/10/2022.
t) The company had further acquired/purchased 4900 Equity shares of M/s Sparion Infrastructure Private Limited bearing
(CIN: U74110MH2015PTC261349) making it a wholly owned subsidiary of the Company on 03/01/2024.
u) Pursuant to approval of Board vide resolution passed on April 2, 2023 and shareholders vide April 29, 2024, the
Company has sold its investment in material subsidiary –Sparion Infrastructure Private Limited by 51 % pursuant to
which it ceased to be a wholly owned subsidiary of the Company and has become an associate of the Company.
v) Mrs. Vineeta Jain has been appointed as wholetime Director of the Company w.e.f. January 31, 2024.
w) Ms. Devyani Maheshwari has resigned from the position of Company Secretary w.e.f. 17/04/2024
x) The Company has taken approval of Members for material related party transactions for FY 2024-25.
y) The Company has appointed M/s. Ronak Jhuthawat & Co. as Secretarial Auditor for the F.Y. 2023-24.
z) The Company has appointed M/s. Valawat & Associates, as Internal Auditor for the F.Y. 2023-24.
aa) Ms. Nikita Mehta was appointed as Company Secretary and Compliance Officer of the company w.e.f. June 18, 2024

Page | 82
 ACCOUNTING RATIOS
Unless context requires otherwise, the following tables present certain accounting and other ratios derived from the relevant
Audited Financial Statements. For details see “Financial Information” on page 81.
(₹ in Lakhs)
For the year ended March 31
Particulars
2024 2023 2022
Basic and Diluted Earnings Per Share (`)
Basic Earnings Per Share (Basic EPS)
Net profit / (loss) after tax, attributable to equity shareholders (55.51) 38.53 41.56
Weighted average number of Equity Shares outstanding 506.52 506.52 101.30
Basic EPS in ` (0.11) 0.08 0.41
Face value in ` 2.00 2.00 10.00
Diluted Earnings Per Share (Diluted EPS)
Net profit / (loss) after tax, attributable to equity shareholders (55.51) 38.53 41.56
Weighted average number of Equity Shares considered for calculating 506.52 506.52 101.30
Diluted EPS
Diluted EPS in ` (0.11) 0.08 0.41
Face value in ` 2.00 2.00 10.00
Net Asset Value Per Equity Share (`)
Net Asset Value (Net-worth) 1,811.94 1,867.45 1,841.45
Number of equity shares outstanding at the end of the period/year 506.52 506.52 101.30
Number of adjusted equity shares outstanding at the end of the period /year 506.52 506.52 101.30
Net Assets Value per equity share (`) 3.58 3.69 18.18
Return on Net worth
Net Profit / (loss) after tax (55.51) 38.53 41.56
Net worth 1,811.94 1,867.45 1,841.45
Return on net worth (3.06) 2.06 2.26
EBITDA
Profit / (loss) after tax (A) (55.51) 38.53 41.56
Remeasurement Of The Net Defined Benefit Liability / Asset (0.72) (2.03) -
Income tax expense (B) 5.10 23.71 20.53
Finance costs (C) 178.18 162.65 207.47
Depreciation and amortization expense (D) 116.97 127.50 109.71
EBITDA (A+B+C+D) 244.02 350.36 379.27
EBIT 127.05 222.86 269.56
Revenue from Operation 3421.98 3,397.53 3,903.71
Operating Profit Margin 3.71 6.56 6.91
Net Profit Margin (1.62) 1.13 1.06
Note:
Based on Audited Financial Statements for the year ended on FY 2023-24, FY 2022-23, FY 2021-22 and FY 2020-21 dated
May 29, 2024, September 01, 2023, May 24, 2022 and June 26, 2021 issued by the Statutory Auditor.
The ratios have been computed as per the following formulae:
(i) Basic and Diluted Earnings per Share: Net Profit after tax for the year attributable to equity shareholders /
Weighted average number of equity shares outstanding during the year
(ii) Net Assets Value (NAV): Net Asset Value at the end of the year / Number of equity shares outstanding at the end
of the year
(iii) Return on Net worth (%): Net Profit after tax for the year, attributable to equity shareholders / Net worth (excluding
revaluation reserve) at the end of the year
 Net-worth (excluding revaluation reserve), means the aggregate value of the paid-up share capital (including
shares pending allotment) and securities premium account, after adding surplus in Statement of Profit and
Loss.
(iv) EBITDA: Profit/(loss) after tax for the period adjusted for income tax, expense, finance costs, depreciation and
amortization expense, as presented in the restated financial statement of profit and loss.

Page | 83
(v) Operating Profit margin: Operating profit margin is calculated as Earnings before interest & tax (EBIT) for the
year/period divided by Revenue from operations for the respective year/period. EBIT is calculated as EBITDA (as
explained above) less depreciation & amortisation expenses for the respective year/period.
(vi) Net Profit margin Net profit margin is calculated as Profit/(loss) after tax for the year/period divided by Revenue
from operations for the respective year/period.

Page | 84
 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the
“Financial Statements” beginning on page 81 of this Letter of Offer.

Some of the information contained in the following discussion, including information with respect to our plans and
strategies, contain forward-looking statements that involve risks and uncertainties. You should also read “Risk Factors”
and “Forward Looking Statements” beginning on page 22 and 14, respectively of this Letter of Offer, which discuss a
number of factors and contingencies that could affect our financial condition and results of operations.

Our financial statements included in this Letter of Offer are prepared in accordance with Ind AS, which differs in certain
material respects from other accounting standards such as IFRS. Our financial year ends on March 31 of each year.
Accordingly, all references to a particular financial year are for the 12 months ended March 31 of that year. Unless
otherwise indicated or the context requires, the financial information for Fiscal 2022 included herein is based on the
Audited Financial Statements included in this Letter of Offer. For further information, see “Financial Statements”
beginning on page 81 of this Letter of Offer.

Neither we, nor any of our affiliates or advisors, nor any other person connected with the Issue has independently verified
such information. For further information, see “Presentation of Financial and other Information” beginning on page 12
of this Letter of Offer.

OVERVIEW OF OUR BUSINESS

We are engaged in the business of Manufacturing, marketing, sourcing of Plastic Sheet, lamination sheet, folders, I card
and files having wide application in printing and stationery. Our manufacturing facility is designed for PP sheet production,
plastic files production, WIRO production, Laminating pouch production.

Our company has successfully launched wide products range, established goodwill for quality products and have the regular
clients for the laminated & PP sheet, Wiro, File and folders. Our company has developed and launched more than 125
products range in File, Folder & Diary under our Brand in Indian Market. Further our company has supply – Make to order
– ID card with ribbon, File & Folder with client Logo and Info, Display materials for Education, Pharma, FMCG, Finance
and Insurance sectors.

Our manufacturing facility is situated at Amli Village, Silvassa, DNH & DD and GIDC, Sarigam, Gujarat.

For further details, refer chapter titled “Business Overview” on page 59.
B
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those
discussed in the section titled ‘Risk Factors’ on page 22. The following is a discussion of certain factors that have had, and
we expect will continue to have, a significant effect on our financial condition and results of operations:

• Any adverse changes in central or state government policies;

• Any adverse development that may affect our operations of our manufacturing units;
• Any qualifications or other observations made by our statutory auditors which may affect our results of operations;
• General economic and business conditions in the markets in which we operate and in the local, regional and national
economies;
• Changes in technology and our ability to manage any disruption or failure of our technology systems;
• Our ability to attract and retain qualified personnel;
• Our ability to maintain and enhance our brand image;
• Our ability to successfully execute our expansion strategy in a timely manner.
• Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate
policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or
other rates or prices;
• Our reliance on third party suppliers for our products;
• The performance of the financial markets in India and globally;
• Any adverse outcome in the legal proceedings in which we are involved;
• Occurrences of natural disasters or calamities affecting the areas in which we have operations;

Page | 85
• Market fluctuations and industry dynamics beyond our control;
• Loss of one or more of our key customers and/or suppliers;
• An increase in the productivity and overall efficiency of our competitors;
• Any adverse development that may affect the operations of our manufacturing units; The performance of the financial
markets in India and globally;
• Our ability to compete effectively, particularly in new markets and businesses;
• Changes in foreign exchange rates or other rates or prices;
• Inability to collect our dues and receivables from, or invoice our unbilled services to, our customers, our results of
operations;
• Other factors beyond our control;
• Our ability to manage risks that arise from these factors;
• Conflict of interest with our Subsidiary, Individual Promoter and other related parties;
• Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry;
• Termination of customer contracts without cause and with little or no notice or penalty; and
• Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals or noncompliance with
and changes in, safety, health and environmental laws and other applicable regulations, may adversely affect our
business, financial condition, results of operations and prospects.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently to the periods presented in the Audited Financial Statements. For
details see “Financial Information” on page 81.

CHANGE IN ACCOUNTING POLICIES IN PREVIOUS 3 YEARS

Except as mentioned in chapter titled “Financial Information” on page 81, There has been no change in accounting policies
for the period which has been included in this Letter of Offer.

RESERVATIONS, QUALIFICATIONS AND ADVERSE REMARKS

For details, please refer chapter titled “Financial Information” on page 81 of this Letter of Offer.

RESULTS OF OUR OPERATIONS

The following table sets forth, for the periods indicated, certain items from our audited standalone financial statements for
the year ended March 31, 2024, 2023 and 2022 in each case also stated as a percentage of our total income:
(₹ In Lakhs)
For the Year Ended For the Year Ended For the Year Ended
Particulars March 31, 2024 March 31, 2023 March 31, 2022
Amount (% )* Amount (% )* Amount (%)*
Revenue
Revenue from Operations 3,421.98 85.59% 3,397.53 99.69% 3,903.71 99.90%
Other Incomes 576.34 14.41% 10.67 0.31% 3.77 0.10%
Total Income 3,998.32 100.00% 3,408.20 100.00% 3,907.48 100.00%
Expenses:
Cost of Materials Consumed 3,168.50 79.25% 2,328.24 68.31% 2,929.78 74.98%
Changes in Inventory of FG, (317.84) -7.95% -43.80 -1.29% -116.45 -2.98%
WIP and Stock in trade
Employee Benefit Expenses 573.91 14.35% 527.20 15.47% 515.76 13.20%
Finance Costs 178.18 4.46% 162.65 4.77% 207.47 5.31%
Depreciation & Amortization 116.97 2.93% 127.50 3.74% 109.71 2.81%
Other Expenses 329.73 8.25% 246.19 7.22% 199.12 5.10%
4,049.46 101.28% 3,347.99 98.23% 3,845.39 98.41%
Total Expenses
Profit/(Loss) before (51.14) -1.28% 60.21 1.77%
62.1 1.59%
exceptional item and Tax
Exceptional Items - - - - -
Profit before Tax (51.14) -1.28% 60.21 1.77% 62.1 1.59%
Tax Expenses:

Page | 86
 For the Year Ended For the Year Ended For the Year Ended
Particulars March 31, 2024 March 31, 2023 March 31, 2022
Amount (% )* Amount (% )* Amount (%)*
(i) Current tax - - 17.93 0.53% 9.69 0.25%
(ii) Deferred Tax 5.10 0.13% 5.78 0.17% 10.84 0.28%
Total Tax Expenses 5.10 0.13% 23.71 0.70% 20.53 0.53%
Profit/ (Loss) After Tax (56.23) -1.41% 36.50 1.07% 41.56 1.06%
Other Comprehensive Income
a) Items that will not be (0.72) -0.02% (2.03) -0.06% - -
reclassified to profit or loss
b) Income tax relating to items - - - - - -
that will not be reclassified to
profit or loss
Total Comprehensive Income (0.72) -0.02% (2.03) -0.06% - -
Total Comprehensive Income (55.51) -1.39% 38.53 1.13% 41.56 1.06%
for the period
*(%) column represents percentage of total revenue.

The following table sets forth, for the periods indicated, certain items from our audited consolidated financial statements
for the year ended March 31, 2024 and 2023 in each case also stated as a percentage of our total income:
(₹ In Lakhs)
For the Year Ended For the Year Ended
Particulars March 31, 2024 March 31, 2023
Amount (% )* Amount (% )*
Revenue
Revenue from Operations 5,940.40 89.74% 3,397.53 99.69%
Other Incomes 678.89 10.26% 10.67 0.31%
6,619.29 100.00% 3,408.20 100.00%
Total Revenue
Expenses:
Cost of Materials Consumed 5,405.22 81.66% 2,328.24 68.31%
Changes in Inventory of FG, WIP and Stock in trade (318.19) -4.81% (43.8) -1.29%
Employee Benefit Expenses 581.98 8.79% 527.20 15.31%
Finance Costs 217.98 3.29% 162.65 4.55%
Depreciation & Amortization 116.97 1.77% 127.50 3.24%
Other Expenses 380.58 5.75% 246.19 7.84%
6,384.55 96.45% 3,347.99 97.98%
Total Expenses
234.74 3.55%
Profit/(Loss) before exceptional item and Tax 60.21 2.02%
Exceptional Items - - - -
Profit before Tax 234.74 3.55% 60.21 2.02%
Tax Expenses:
68.48 1.03% 17.93 0.53%
(i) Current tax
4.95 0.07% 5.78 0.17%
(ii) Deferred Tax
73.43 1.11% 23.71 0.70%
Total Tax Expenses
161.32 2.44% 36.50 1.33%
Profit/ (Loss) After Tax
Other Comprehensive Income
(0.72) -0.01% -2.03 -
a) Items that will not be reclassified to profit or loss
b) Income tax relating to items that will not be reclassified to - - - -
profit or loss
Total Comprehensive Income (0.72) -0.01% -2.03 -
Total Comprehensive Income for the period 162.04 2.45% 38.53 1.33%

Page | 87
*(%) column represents percentage of total revenue.

COMPARISON OF HISTORICAL RESULTS OF OPERATIONS

Fiscal 2023 compared to Fiscal 2022

Total Revenue

Our total revenue for the Fiscal 2023 was ₹ 3,408.20 lakhs as compared to ₹ 3,907.48 lakhs for the Fiscal 2022, representing
decrease of 12.28%. Total revenue is bifurcated into revenue from operations and other income.

Revenue from operations

During the Fiscal 2023, the revenue from operations of our company decreased to ₹ 3,397.53 lakhs as against ₹ 3,903.71
lakhs for the Fiscal 2022, a decrease of 12.97%. Due to scarcity of raw material and high prices of our product in the market
there was less procurement which resulted in reduction of revenue from operations.

Other income

Other income for Fiscal 2023 was ₹ 10.67 lakhs as compared to ₹ 3.77 lakhs for the Fiscal 2022, representing an increase
of 183.02%.

Expenses

Cost of materials consumed

Cost of materials consumed for the Fiscal 2023 was ₹ 2,328.24 lakhs as compared to ₹ 2,929.78 lakhs for the Fiscal 2022
representing a decrease of 20.53%. Reduction in cost of material consumed is due to reduction in revenue from operations
of the company.

Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-progress

The changes in inventories of finished goods, stock-in-trade and work in progress for the fiscal 2023 recorded an increase
decrease to ₹ (43.80) lakhs from (₹ 116.45) lakhs for the fiscal 2022 representing an overall increase of 62.39%.

Employee benefit expenses

Our Company has incurred ₹ 527.20 lakhs employee benefit expense for the Fiscal 2023 as compare to ₹ 515.76 lakhs for
the Fiscal 2022, representing an increase of 2.22%. Increase in Employee benefit cost is due to regular increase in salary
and wages.

Finance cost

Finance cost for the Fiscal 2023 was ₹ 162.65 lakhs as compared to ₹ 207.47 lakhs for the Fiscal 2022, representing a
decrease of 21.60%. Decrease in financial cost is due to decrease in term liabilities and decrease in utilization of working
capital during F.Y. 2022-23 as compared with F.Y. 2021-22.

Depreciation and Amortization Expense

Depreciation and amortization expense for the Fiscal 2023 was ₹ 127.50 lakhs as compared to ₹ 109.71 lakhs for the Fiscal
2022, representing an increase of 16.22%.

Other expenses

Other expenses for the Fiscal 2023 was ₹ 246.19 lakhs as compared to ₹ 199.12 lakhs for the Fiscal 2022, representing
increase of 23.64%. This decrease pertains major reduction in Stores and consumable, Power and Fuel and Transportation
expenses which are in the nature of direct expenses linked to Revenue from Operations.

Profit/Loss before Tax

Page | 88
The profit/(loss) before tax for the Fiscal 2023 of ₹ 60.21 lakhs as compared to ₹ 62.10 lakhs showing an increase of 3.04%.

Profit/Loss after Tax

Our Company’s profit after tax for the Fiscal 2023 of ₹ 36.50 lakhs depicts an increase of 12.18% over the profit after tax
for the Fiscal 2022 of ₹ 41.56 lakhs.

Fiscal 2024 compared to Fiscal 2023

Total Revenue

Our total revenue for the Fiscal 2024 was ₹ 3,998.32 lakhs as compared to ₹ 3,408.20 lakhs for the Fiscal 2023, representing
increase of 17.31%. Total revenue is bifurcated into revenue from operations and other income.

Revenue from operations

During the Fiscal 2024, the revenue from operations of our company decreased to ₹ 3,421.98 lakhs as against ₹ 3,397.53
lakhs for the Fiscal 2023, a decrease of 0.72%.

Other income

Other income for Fiscal 2024 was ₹ 576.34 lakhs as compared to ₹ 10.67 lakhs for the Fiscal 2023, representing an increase
of 5,301.50%.

Expenses

Cost of materials consumed

Cost of materials consumed for the Fiscal 2024 was ₹ 3,168.50 lakhs as compared to ₹ 2,328.24 lakhs for the Fiscal 2023
representing an increase of 36.09%. Increase in cost of material consumed is due to increase in raw materials prices.

Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-progress

The changes in inventories of finished goods, stock-in-trade and work in progress for the fiscal 2024 recorded decrease to
₹ (317.84) lakhs from (43.80) lakhs for the fiscal 2023 representing an overall decrease of 625.66%.

Employee benefit expenses

Our Company has incurred ₹ 573.91 lakhs employee benefit expense for the Fiscal 2024 as compare to ₹ 527.20 lakhs for
the Fiscal 2023, representing an increase of 8.86%. Increase in Employee benefit cost is due to regular increase in salary
and wages.

Finance cost

Finance cost for the Fiscal 2024 was ₹ 178.18 lakhs as compared to ₹ 162.65 lakhs for the Fiscal 2023, representing an
increase of 9.55%. Increase in financial cost is due to increase in term liabilities and increase in utilization of working
capital during F.Y. 2023-24 as compared with F.Y. 2022-23.

Depreciation and Amortization Expense

Depreciation and amortization expense for the Fiscal 2024 was ₹ 116.97 lakhs as compared to ₹ 127.50 lakhs for the Fiscal
2023, representing decrease of 8.26%.

Other expenses

Other expenses for the Fiscal 2024 was ₹ 329.73 lakhs as compared to ₹ 246.19 lakhs for the Fiscal 2023, representing
increase of 33.93%. This increase pertains major increase in Stores and consumable, Power and Fuel and Transportation
expenses which are in the nature of direct expenses linked to Revenue from Operations.

Profit/Loss before Tax

Page | 89
The profit/(loss) before tax for the Fiscal 2024 of ₹ (51.14) lakhs as compared to ₹ 60.21 lakhs showing an decrease of
184.93%.

Profit/Loss after Tax

Our Company’s profit after tax for the Fiscal 2024 of ₹ (56.23) lakhs depicts decrease of 254.06% over the profit after tax
for the Fiscal 2023 of ₹ 36.50 lakhs.

CASH FLOWS

The table below summaries our cash flows from our Audited Financial Information for the financial year ended March 31,
2024, 2023 and 2022;
(₹ in lakhs)
For the year ended March 31
Particulars
2024 2023 2022
Net cash generated from / (used in) Operating activities (498.95) (126.88) 388.96
Net cash generated from / (used in) Investing activities (212.03) (450.67) (255.00)
Net cash generated from / (used in) from Financing activities 396.25 875.86 (191.12)
Net Increase / (decrease) in Cash & Cash Equivalents (314.73) 298.31 -57.17
Cash and cash equivalents at the beginning of the year 324.24 25.93 83.10
Cash and cash equivalents at the end of the year 9.51 324.24 25.93

RELATED PARTY TRANSACTIONS

Related party transactions with our promoters, directors and their entities and relatives primarily relate to purchase and
sale of products, remuneration, sitting fees, borrowings, deposits, rent, interest, reimbursements, disinvestments, employee
benefit expenses, corporate social responsibility, contribution to gratuity fund, etc. For further details of such related parties
under Ind AS-24, refer chapter titled “Financial Information” beginning on page 81 of this Letter of Offer.

CONTINGENT LIABILITIES

The following table sets forth our contingent liabilities and commitments as on March 31, 2024, March 31, 2023 and March
31, 2022 as per audited financial statements:

(₹ in Lakhs)
Particulars As on March 31, 2024 As on March 31, 2023 As on March 31, 2022
Contingent Liabilities: - - -

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any other off-balance sheet arrangements or other relationships with unconsolidated entities, such as special
purpose vehicles, that have been established for the purposes of facilitating off-balance sheet arrangements.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company's financial liabilities comprise mainly of borrowings, trade, other payables and financial assets comprise
mainly of security deposits, cash and cash equivalents, other balances with banks, loans, trade receivables and other
receivables.

The Company is exposed to Market risk - Foreign Currency, Market risk - Foreign Currency, Credit risk and Liquidity risk.
The Board of the Company monitors the risk as per risk management policy. Further, the Audit Committee has additional
oversight in the area of financial risks and controls. For further details of such risk, refer chapter titled “Financial
Information” beginning on page 81 of this Letter of Offer.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described elsewhere in this Letter of Offer, there have been no unusual or infrequent events or transactions
including unusual trends on account of business activity, unusual items of income, change of accounting policies and
discretionary reduction of expenses.

Page | 90
SIGNIFICANT ECONOMIC/REGULATORY CHANGES

Government policies governing the sector in which we operate as well as the overall growth of the Indian economy has a
significant bearing on our operations. Major changes in these factors can significantly impact income from continuing
operations.

There are no significant economic changes that materially affected our Company’s operations or are likely to affect income
except as mentioned in the section titled “Risk Factors” on page 22.

Except as disclosed in this Letter of Offer, to our knowledge, there are no significant regulatory changes that materially
affected or are likely to affect our income from continuing operations.

EXPECTED FUTURE CHANGES IN RELATIONSHIP BETWEEN COSTS AND REVENUES, IN CASE OF

EVENTS SUCH AS FUTURE INCREASE IN LABOUR OR MATERIAL COSTS OR PRICES THAT WILL
CAUSE A MATERIAL CHANGE ARE KNOWN

Other than as described in the section titled “Risk Factors” and chapter titled “Management’s Discussion and Analysis of
Financial Conditions and Results of Operations” beginning on pages 22 and 85, respectively, and elsewhere in this Letter
of Offer, there are no known factors to our knowledge which would have a material adverse impact on the relationship
between costs and income of our Company. Our Company’s future costs and revenues will be determined by
demand/supply situation and government policies.

THE EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO
INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED
SALES PRICES

Changes in revenue in the last three financial years are as explained in the financial year 2024 compared to financial year
2023 and financial year 2022.

COMPETITIVE CONDITIONS

We have competition with Indian and international manufacturers and our results of operations could be affected by
competition in the manufacturing and processing industry in India and international market in the future. We expect
competition to intensify due to possible new entrants in the market, existing competitors further expanding their operations
and our entry into new markets where we may compete with well-established unorganized companies / entities. This we
believe may impact our financial condition and operations. For details, please refer to the chapter titled “Risk Factors”
beginning on page 22 of this Letter of Offer.

TOTAL TURNOVER OF EACH MAJOR BUSINESS SEGMENT

We fall under a single segment “Manufacturing of PP, PVC profiles and other stationery items and COVID-19 related
product like Mask and face shield”. Hence, segment reporting is not applicable as per Indian Accounting Standard (AS) -
108 Operating Segments. However, based on Secondary Segment based on Geography following are the bifurcation:

(₹ In Lakhs)
Particulars For the year ended on March 31,
2024 2023 2022
Domestic 3,296.22 3,293.37 3,788.01
Export (including deemed export through SEZ) 125.77 104.17 115.70
Total 3,421.98 3,397.54 3,903.71

NEW PRODUCT OR BUSINESS SEGMENT

Except as disclosed in “Business Overview” on page 59, we have not announced and do not expect to announce in the near
future any new products or business segments.

SEASONALITY OF BUSINESS

Our Company’s business is not seasonal in nature.

Page | 91
SIGNIFICANT DEVELOPMENTS SINCE LAST BALANCE SHEET DATE

Except as disclosed above and in this Letter of Offer, including under “Business Overview”, “Risk Factors” and “Material
Developments” on pages 59, 22 and 82 respectively, to our knowledge no circumstances have arisen since March 31, 2024,
the date of the last financial information disclosed in this Letter of Offer which materially and adversely affect or are likely
to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the
next 12 months.

Page | 92
 SECTION VIII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Our Company, our Directors and our Promoters are subject to various legal proceedings from time to time, mostly arising
in the ordinary course of our business. Except as stated in this section, there are no: (i) criminal proceedings; (ii) actions
by statutory or regulatory authorities; (iii) disciplinary action including penalty imposed by SEBI or stock exchanges in
the last five financial years including outstanding action; (iv) claims relating to direct and indirect taxes; and (v) Material
Litigation (as defined below); involving our Company, Directors or Promoters.

Our Board of Directors, in its meeting held on January 31, 2024 determined that outstanding litigation involving our
Company, its directors, its promoters and group companies shall be considered material (“Material Litigation”) if:

a. The aggregate amount involved in such individual litigation exceeds 10% of profit after tax of the Company, as per
the last audited financial statements for F.Y. 2022-23; or

b. Where the decision in one litigation is likely to affect the decision in similar litigations, even though the amount
involved in such single litigation individually may not exceed 10% of the profit after tax - of the Company as per the
last audited financial statements for F.Y. 2022-23, if similar litigations put together collectively exceed 10% of the
profit after tax of the Company; or

c. Litigations whose outcome could have a material impact on the business, operations, prospects or reputations of the
Company and the Board or any of its committees shall have the power and authority to determine the suitable
materiality thresholds for the subsequent financial years on the aforesaid basis or any other basis as may be
determined by the Board or any of its committees.

Our Board of Directors, in its meeting held on January 31, 2024 determined that nature and extent of outstanding dues of
the Company and the nature and extent of the business operations undertaken by the Company, the dues owed by the
Company to the small-scale undertakings and other creditors exceeding 10% of the Company's trade payables for the
financial statements as at March 31, 2024 shall be considered as material dues for the Company for the purpose of
disclosure in Letter of Offer. (“Material Dues”).

Details of outstanding dues to creditors (including micro and small enterprises as defined under the Micro, Small and
Medium Enterprises Development Act, 2006) as required under the SEBI (ICDR) Regulations have been disclosed on our
website at www.kshitijpolyline.co.in.

Our Company, its Directors and its Promoters are not Wilful Defaulters or fraudulent borrowers and there have been no
violations of securities laws in the past or pending against them.

A. LITIGATION INVOLVING OUR COMPANY:

LITIGATION FILED AGAINST OUR COMPANY:

(i). All criminal proceedings:

Nil

(ii). All actions by regulatory authorities and statutory authorities:

Nil

(iii). Claims related to direct and indirect taxes:

Direct Tax:

Income Tax:

1. The Income Tax Department has issued the Demand Notice No. 2019201837052139763C demanding amount of
` 0.31 Lakh. Since the Demand notice is not available on the Income Tax portal, exact nature of demand can not
be ascertained. However, the Company has claimed that on the basis of principle laid down in the Vinay Cement

Page | 93
 213 CTR 268, the Company can get the extended benefit provided in 2nd provision of 43B, since the Company
has made payment before due date of filing of return.

2. The Income Tax Department has issued Communication Reference No. CPC/1819/G22/1880119030 dated
January 19, 2019, intimating the adjustment by way of addition of ` 0.92 Lakh in total income since Any sum
received from employees as contribution to any provident fund or superannuation fund or any fund set up under
ESI Act or any other fund for the welfare of employees to the extent not credited to the employees account on or
before the due date [36(1)(va)] shall not be allowed as deduction while computing total taxable income.

Tax Deducted at Source (TDS):

1. Following TDS demand is payable by the Company for the F.Y. 2022-23:

Quarter Form Type Net Payable (` in Lakh)

Q1 26Q 0.03
Q3 24Q 0.01
Q3 26Q 0.03
Q4 24Q 0.98
Q4 26Q 0.23
Total 1.28

2. Following TDS demand is payable by the Company for the F.Y. 2023-24:

Quarter Form Type Net Payable (` in Lakh)

Q1 24Q 0.06
Q1 26Q 0.11
Q2 26Q 0.51
Q3 26Q 0.00
Total 0.68

(iv). Other Matters based on Materiality Policy of our Company:

Nil

LITIGATION FILED BY OUR COMPANY:

(i). All criminal proceedings:

Name of Amoun
Current Status,
the Name of the Case Type, t
Sr. Name of the Case Stage and
Complain Accused/ Case No. and Involve
No Court Details Hearing Status
ant/ Respondent date of filing d (` in
of the Case
Plaintiff Lakh)
1. Kshitij Brij Laxmi Special Civil Suit Hon’ble Recovery of 4.35 and As per order of
Polyline Paper (Commercial) - Principal the Pending Interest Hon'ble District
Limited Products Pvt 107/2018 dated District and dues @ Court, Silvassa,
Ltd October 24, 2018 Sessions Court 24.00% as
at Silvassa referred, this suit
be registered as
Special Civil Suit
at it’s original suit
number
2. Kshitij Rudra Plast Special Darkhast Hon’ble Civil Recovery of 0.98 and Last date of
Polyline – 2/2021 dated Judge SD and the Pending Interest Hearing: April
Limited February 5, 2021 Chief Judicial dues @ 23, 2024
Megistrate 24.00%
Next Date of
Hearing: July 2,
2024

Page | 94
 Name of Amoun
Current Status,
the Name of the Case Type, t
Sr. Name of the Case Stage and
Complain Accused/ Case No. and Involve
No Court Details Hearing Status
ant/ Respondent date of filing d (` in
of the Case
Plaintiff Lakh)
3. Kshitij Chintamani Special Darkhast Hon’ble Civil Recovery of 3.72 and Last date of
Polyline Plastics – 3/2021 dated Judge SD and the Pending Interest Hearing: April
Limited February 5, 2021 Chief Judicial dues @ 23, 2024
Magistrate 24.00%
Next Date of
Hearing: July 2,
2024
4. Kshitij B2B Summons Hon’ble Addl. Recovery of 2.62 Last date of
Polyline Stationery, Private Cases SS Chief the Pending Hearing: April 3,
Limited Rajesh – 4400935/2021 Metropolitan dues and 2024
Vaghasiya dated March 18, Megistrate, Dishonured
2021 Andheri of Cheque Next Date of
under Hearing: August
Section 138 28, 2024
r.w. 142 of
the
Negotiable
Instruments
Act, 1881
5. Kshitij Latif Ladha Summons Hon’ble Addl. Recovery of 0.28 Last date of
Polyline Private Cases SS Chief the Pending Hearing: April 3,
Limited – 4400934/2021 Metropolitan dues and 2024
dated March 18, Megistrate, Dishonured
2021 Andheri of Cheque Next Date of
under Hearing: August
Section 138 28, 2024
r.w. 142 of
the
Negotiable
Instruments
Act, 1881

(ii). Other Matters based on Materiality Policy of our Company:

Nil

B. LITIGATION INVOLVING OUR PROMOTERS:

LITIGATIONS AGINST OUR PROMOTERS:

(i). All criminal proceedings:

Nil

(ii). All actions by regulatory authorities and statutory authorities:

Nil

(iii). Disciplinary action including penalty imposed by SEBI or Stock Exchanges against the promoters in the last
five financial years including outstanding action:

Nil
(iv). Claims related to direct and indirect taxes:

Direct Tax:

Page | 95
 Nil

Other Matters based on Materiality Policy of our Company:

Nil

LITIGATION FILED BY OUR PROMOTERS:

(i). All criminal proceedings:

Nil

(ii). Other Matters based on Materiality Policy of our Company:

Nil

C. LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS):

LITIGATION FILED AGAINST OUR DIRECTORS (OTHER THAN PROMOTERS):

(i). All criminal proceedings:

Nil

(ii). All actions by regulatory authorities and statutory authorities:

Nil

(iii). Disciplinary action including penalty imposed by SEBI or Stock Exchanges against the promoters in the last
five financial years including outstanding action:

Nil

(iv). Claims related to direct and indirect taxes:

Direct Tax:

Nil

Other Matters based on Materiality Policy of our Company:

Nil

LITIGATION FILED BY OUR DIRECTORS (OTHER THAN PROMOTERS):

(i). All criminal proceedings:

Nil

(ii). Other Matters based on Materiality Policy of our Company:

Nil

D. LITIGATION INVOLVING OUR GROUP COMPANIES:

LITIGATION FILED AGAINST OUR GROUP COMPANIES:

(i). All criminal proceedings:

Page | 96
 Nil

(ii). All actions by regulatory authorities and statutory authorities:

Nil

(iii). Disciplinary action including penalty imposed by SEBI or Stock Exchanges against the promoters in the last
five financial years including outstanding action:

Nil

(iv). Claims related to direct and indirect taxes:

Direct Tax:

Nil

Other Matters based on Materiality Policy of our Company:

Nil

LITIGATION FILED BY OUR GROUP COMPANIES:

All criminal proceedings:

Nil

(i). Other Matters based on Materiality Policy of our Company:

Nil

E. OUTSTANDINGS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES OR ANY OTHER

CREDITORS:

In accordance with our Company’s materiality policy dated January 31, 2024, below are the details of the Creditors where
there are outstanding amounts as on March 31, 2024:

S No. Particulars Amount (` in Lakh)

1. Material Creditors
Dues to Micro, Small & Medium Enterprises 116.99
Dues to creditors other than MSME -
2. Non-Material Creditors
Dues to Micro, Small & Medium Enterprises -
Dues to creditors other than MSME 140.04
Total 257.03

F. MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET:

Except as mentioned under the chapter - “Management Discussion and Analysis of Financial Condition and Result of
Operation” on page 85 of this Letter of Offer, there have been no material developments, since the date of the last audited
balance sheet.

Page | 97
 GOVERNMENT APPROVALS

We have received the necessary consents, licenses, permissions and approvals from the Government and various
governmental agencies required for our present business (as applicable on date of this Letter of Offer) and except as
mentioned below, no further approvals are required for carrying on our present business.

In view of the approvals listed below, we can undertake the Offer and our current/ proposed business activities and no
further major approvals from any governmental or regulatory authority or any other entity are required to be undertaken in
respect of the Offer or to continue our business activities. It must be distinctly understood that, in granting these approvals,
the Government of India does not take any responsibility for our financial soundness or for the correctness of any of the
statements made or opinions expressed in this behalf. Unless otherwise stated, these approvals are all valid as of the date
of this Letter of Offer.

The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company
to carry out its activities. The following statement sets out the details of licenses, permissions and approvals taken by us
under various central and state laws for carrying out our business.

A) APPROVALS FOR THE ISSUE

Corporate Approvals

1. Our Board has pursuant to a resolution passed at its meeting dated on January 31, 2024, under Section 62(1)(a) of the
Companies Act 2013, authorized the Issue of Right Equity Shares.

2. Our Company has obtained an In-principle approval from the NSE for listing our Equity Shares via right issue through
the Letter dated April 5, 2024.

B) INCORPORATION DETAILS

1. Certificate of Incorporation dated 26/03/2008 under the name of “Kshitij Polyline Private Limited” allotting Corporate
Identification Number “U25209MH2008PTC180484” was issued by the Registrar of Companies, Mumbai,
Maharashtra.

2. Fresh Certificate of Incorporation dated January 19, 2018 under the name of “Kshitij Polyline Limited” allotting
Corporate Identification Number “U25209MH2008PLC180484” was issued by the Registrar of Companies, Mumbai,
Maharastra upon name change of the company.

3. The Corporate Identity Number (CIN) of the Company is L25209MH2008PLC180484.

C) APPROVALS/ LICENSES IN RELATION TO THE BUSINESS OF OUR COMPANY

We require various approvals and/ or licenses under various rules and regulations to conduct our business. Some of the
material approvals required by us to undertake our business activities are set out below:

Sr. Nature of Date of

Issuing Authority Registration/License No. Valid Up to
No. Registration/License Registration
1. Registration in AADCK3290N Allotment of March 26, Perpetual
Income Permanent Account 2008
Number (PAN) in the
name of “Kshitij
Polyline Limited”
2. Income Tax MUMK17890F Allotment of Tax April 09, 2008 Perpetual
Department, Deduction Account
Government of India Number (TAN)
3. Government of India 27AADCK3290N1Z4 Certificate of August 18, Perpetual
and Government of Registration for GST 2017
Maharashtra
4. Government of India 27AADCK3290N1Z6 Certificate of July 01, 2017 Perpetual
and Government of Registration for GST
India Gujarat

Page | 98
Sr. Nature of Date of
Issuing Authority Registration/License No. Valid Up to
No. Registration/License Registration
5. Employee Provident GJAHD27967 Employee Provident June 5, 2007 Perpetual
Fund Organization Fund code
6. Maharashtra Shops 890828539 Registration February 17, Perpetual
and Establishments Certificate of 2024
Act, 1948 Establishment
7. Ministry of 0308028279 Certificate of July 18, 2008 Perpetual
Commerce and Importer- Exporter
Industry* Code
8. Government of India DN01B0000591 Udyog Aadhar January 29, Perpetual
Udyog Aadhar Number 2022
Memorandum -
Ministry of Micro,
Small Medium
Enterprise
9. Ministry of CAPEXIL/W/005548 RCMC No. April 01, 2017 Valid Until
Commerce and deregistered
Industry, or Cancelled
Government of India
Merchant -cum -
manufacturer
Exporter*
10. Ministry of Micro, 260011201063 Entrepreneur’s July 30, 2010 Perpetual
Small and Medium Memorandum
Enterprises Number
Government of
India*
11. Government of India 271552222491P Professional Tax February 02, Perpetual
and Government of Number 2010
Gujarat
12. Factories Act, 1948 2403 License to work a October 06, 31/12/2025
Dadra & Nagar factory 2009
Havelli, Silvassa

D) RENEWALS FOR APPROVALS/ LICENSES APPIED FOR:

Sr. Nature of
Issuing Authority Date of Application Present Status
No. Registration/License
1. Pollution Control Consent to manufacture the 13/02/2024 Under Process at
Committee, Dadra & Nagar products under section 25, Issuing Department
Havelli Water (Prevention & Control Level
of Pollution) Act, 1974
2. Pollution Control Consent to manufacture the 13/02/2024 Under Process at
Committee, Dadra & Nagar products under section 21, Air Issuing Department
Havelli (Prevention & Control of Level
Pollution) Act, 1981
3. Registration Certificate for Registration of Company as 14/06/2024 Application under
Importer importer, for disposal of MLP process for renewal
& other plastic waste of Registration
generated due to products of
the Company - IM-06-DAD-
06-AADCK3290N-23

Page | 99
 SECTION – IX – OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THIS ISSUE

This Issue has been authorized by the resolution passed by our Board at its meeting held on January 31, 2024 pursuant to
Section 62 (1) (a) of the Companies Act, 2013 and other applicable provisions.

The Board of Directors have approved the Record Date for the Issue at its meeting held on June 11, 2024 and this Letter
of Offer at its meeting held on June 18, 2024.

Our Board, in its meeting held on June 13, 2024, has resolved to issue 40521864 Equity Shares to the Eligible Equity
Shareholders, at ` 6.40 per Equity Share aggregating to ` 2,593.40 Lakhs.

Our Company has received in-principle approval from NSE in accordance with Regulation 28(1) of the SEBI Listing
Regulations for listing of the Equity Shares to be Allotted in this Issue pursuant to letter dated April 5, 2024.

Our Company will also make application to NSE to obtain its trading approval for the Rights Entitlements as required
under the SEBI Rights Issue Circulars. Our Company has been allotted the ISIN: INE013820019 for the Rights Entitlements
to be credited to the respective demat accounts of the Equity Shareholders of our Company. For details, see “Terms of the
Issue” beginning on page 106 of this Letter of Offer.

ASSOCIATION OF OUR DIRECTORS WITH SECURITIES MARKET

We confirm that none of our director(s), Promoter(s) or Promoter Group are associated with the securities market in any
manner except for trading on day to day basis for the purpose of investment.

PROHIBITION BY SEBI AND OTHER GOVERNMENTAL AUTHORITIES

Our Company, our Promoters, our directors, the members of our Promoter Group and persons in control of our Company
have not been prohibited from accessing the capital market or debarred from buying or selling or dealing in securities under
any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any authority/court as on
date of this Letter of Offer.

Neither our Promoters, nor any of our director(s) or persons in control of our Company were or are a promoter, director or
person in control of any other company which is debarred from accessing the capital market under any order or directions
made by the SEBI or any securities market regulator in any other jurisdiction or any other authority/ court. Further, there
has been no violation of any securities law committed by any of them in the past and no such proceedings are currently
pending against any of them.

None of our Directors or Promoters is associated with the securities market in any manner.

Neither our Promoters nor our Directors have been declared as fugitive economic offender under Section 12 of Fugitive
Economic Offenders Act, 2018.

PROHIBITION BY RBI

Neither our Company, nor our Promoter, and Directors have been categorized or identified as willful defaulters by any
bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by the
Reserve Bank of India. There are no violations of securities laws committed by them in the past or are currently pending
against any of them.

COMPLIANCE WITH COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018

Our Company, Our Promoters and the members of our Promoter Group are in compliance with the Companies (Significant
Beneficial Ownership) Rules, 2018 to the extent it may be applicable to them as on date of this Letter of Offer.

Page | 100
ELIGIBILITY FOR THE ISSUE

Our Company is a listed company incorporated under the Companies Act, 1956. Our Equity Shares are presently listed on
National Stock Exchange of India Limited (NSE). Our Company undertakes to make an application to National Stock
Exchange of India Limited (NSE) for listing of the Rights Equity Shares to be issued pursuant to this Issue.

COMPLIANCE WITH REGULATIONS 61 AND 62 OF THE SEBI ICDR REGULATIONS

Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR Regulations, to
the extent applicable. Further, in relation to compliance with Regulation 62(1)(a) of the SEBI ICDR Regulations, our
Company undertakes to make an application to the Stock Exchanges to receive its “In-Principle Approvals” for listing of
the Rights Equity Shares to be issued pursuant to this Issue. National Stock Exchange of India Limited (NSE) is the
Designated Stock Exchange for this Issue.

COMPLIANCE WITH PART B OF SCHEDULE VI OF THE SEBI ICDR REGULATIONS

Our Company is in compliance with the provisions specified in Clause (1) of Part B of Schedule VI of the SEBI ICDR
Regulations as explained below.

1. Our Company has been filing periodic reports, statements and information in compliance with the SEBI Listing
Regulations, as applicable for the last one year immediately preceding the date of filing of the Letter of Offer with the
Designated Stock Exchange.

2. The reports, statements and information referred to above are available on the websites of National Stock Exchange
of India (NSE); and

3. Our Company has an investor grievance-handling mechanism which includes meeting of the Stakeholders’
Relationship Committee at frequent intervals, appropriate delegation of power by our Board as regards share transfer
and clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances.

As our Company satisfies the conditions specified in Clause (1) of Part B of Schedule VI of SEBI ICDR Regulations and
given that the conditions specified in Clause (3) of Part B of Schedule VI of SEBI ICDR Regulations are not applicable to
our Company, the disclosures in this Letter of Offer are in terms of Clause (4) of Part B of Schedule VI of the SEBI ICDR
Regulations.

DISCLAIMER CLAUSE OF SEBI

The Draft Letter of Offer has not been filed with SEBI in terms of SEBI ICDR Regulations as the size of issue is ` 2,593.40
Lakhs. The present Issue being of less than ` 5,000 lakhs, our Company is in compliance with first proviso to Regulation
3 of the SEBI ICDR Regulations and our Company shall file the copy of the Letter of Offer prepared in accordance with
the SEBI ICDR Regulations with SEBI for information and dissemination on the website of SEBI i.e. www.sebi.gov.in.

DISCLAIMER FROM OUR COMPANY AND OUR DIRECTORS

Our Company accept no responsibility for statements made otherwise than in the Letter of Offer or in any advertisement
or other material issued by our Company or by any other persons at the instance of our Company anyone placing reliance
on any other source of information would be doing so at his own risk.

Investors who invest in this Issue will be deemed to have represented by our Company and their respective directors,
officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines
and approvals to acquire Equity Shares of our Company and are relying on independent advice / evaluation as to their
ability and quantum of investment in this Issue.

DISCLAIMER IN RESPECT OF JURISDICTION

This Letter of Offer has been prepared under the provisions of Indian law and the applicable rules and regulations
thereunder. Any disputes arising out of the Issue will be subject to the jurisdiction of the appropriate court(s) in Mumbai,
India only.

Page | 101
DISCLAIMER CLAUSE OF NSE

As required, a copy of this Letter of Offer has been submitted to the NSE. The Disclaimer Clause as intimated by NSE to
us, post scrutiny of this Letter of Offer is set out below:

“As required, a copy of this letter of offer has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref. No. NSE/LIST/40209 dated April 05, 2024 permission to the Issuer
to use the Exchange’s name in this letter of offer as one of the stock exchanges on which this Issuer’s securities are proposed
to be listed. The Exchange has scrutinized this letter of offer for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer.

It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed
that the letter of offer has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this letter of offer; nor does it warrant that this Issuer’s securities will
be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness
of this Issuer, its promoters, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason
of anything stated or omitted to be stated herein or any other reason whatsoever.”

DESIGNATED STOCK EXCHANGE

The Designated Stock Exchange for the purpose of the Issue is National Stock Exchange of India Limited (NSE).

LISTING

Our Company will apply to NSE for final approval for the listing and trading of the Rights Equity Shares subsequent to
their Allotment. No assurance can be given regarding the active or sustained trading in the Rights Equity Shares or the
price at which the Rights Equity Shares offered under the Issue will trade after the listing thereof.

SELLING RESTRICTIONS

This Letter of Offer is solely for the use of the person who has received it from our Company or from the Registrar. This
Letter of Offer is not to be reproduced or distributed to any other person.

The distribution of this Letter of Offer, Abridged Letter of Offer, Application Form, the Rights Entitlement Letter and the
issue of Rights Entitlements and Equity Shares on a rights basis to persons in certain jurisdictions outside India is restricted
by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer, Abridged Letter
of Offer Application Form and the Rights Entitlement Letter may come are required to inform themselves about and observe
such restrictions. Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders of our Company
and will dispatch the Letter of Offer, Abridged Letter of Offer, Application Form and the Rights Entitlement Letter only
to Eligible Equity Shareholders who have provided an Indian address to our Company.

No action has been or will be taken to permit the Issue in any jurisdiction, or the possession, circulation, or distribution of
the, Letter of Offer, Abridged Letter of Offer or any other material relating to our Company, the Equity Shares or Rights
Entitlement in any jurisdiction, where action would be required for that purpose, except that this Letter of Offer has been
filed with SEBI and NSE.

Accordingly, the Rights Entitlement or Equity Shares may not be offered or sold, directly or indirectly, and this Letter of
Offer or any offering materials or advertisements in connection with the Issue or Rights Entitlement may not be distributed
or published in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of
this Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer.

This Letter of Offer and its accompanying documents are being supplied to you solely for your information and may not
be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for
any purpose. If this Letter of Offer is received by any person in any jurisdiction where to do so would or might contravene
local securities laws or regulation, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the
Rights Entitlement referred to in this Letter of Offer. Investors are advised to consult their legal counsel prior to applying

Page | 102
for the Rights Entitlement and Equity Shares or accepting any provisional allotment of Equity Shares, or making any offer,
sale, resale, pledge or other transfer of the Equity Shares or Rights Entitlement.

Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any implication
that there has been no change in our Company’s affairs from the date hereof or the date of such information or that the
information contained herein is correct as of any time subsequent to this date or the date of such information. Each person
who exercises Rights Entitlements and subscribes for Equity Shares, or who purchases Rights Entitlements or Equity Shares
shall do so in accordance with the restrictions set out below.

NO OFFER IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, EXCEPT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS
ENTITLEMENTS AND EQUITY SHARES REFERRED TO IN THE LETTER OF OFFER ARE BEING
OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH THE LETTER OF
OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING
OF ANY EQUITY SHARES OR RIGHTS ENTITLEMENTS FOR SALE IN THE UNITED STATES OR AS A
SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY,
LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED
STATES AT ANY TIME.

Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation from
any person, or the agent of any person, who appears to be, or who our Company, or any person acting on behalf of our
Company, has reason to believe is, in the United States when the buy order is made. Envelopes containing an Application
Form should not be postmarked in the United States or otherwise dispatched from the United States or any other jurisdiction
where it would be illegal to make an offer under this Letter of Offer. Our Company is making this Issue on a rights basis
to the Eligible Equity Shareholders and this Draft Letter of Offer, Letter of Offer/ Abridged Letter of Offer, Application
Form and the Rights Entitlement Letter will be dispatched to the Eligible Equity Shareholders who have provided an Indian
address to our Company. Any person who acquires the Rights Entitlements and the Equity Shares will be deemed to have
declared, represented, warranted and agreed, by accepting the delivery of the Letter of Offer, (i) that it is not and that, at
the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States when the buy
order is made; and (ii) is authorised to acquire the Rights Entitlements and the Equity Shares in compliance with all
applicable laws, rules and regulations.

Our Company reserves the right to treat as invalid any Application Form which: (i) appears to our Company or its agents
to have been executed in or dispatched from the United States of America; (ii) does not include the relevant certification
set out in the Application Form headed “Overseas Shareholders” to the effect that the person accepting and/or renouncing
the Application Form does not have a registered address (and is not otherwise located) in the United States, and such person
is complying with laws of the jurisdictions applicable to such person in connection with the Issue, among others; (iii) where
our Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements; or
(iv) where a registered Indian address is not provided, and our Company shall not be bound to allot or issue any Equity
Shares or Rights Entitlement in respect of any such Application Form.

None of the Rights Entitlements or the Equity Shares have been, or will be, registered under the United States Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States. Accordingly, the Rights
Entitlements and Equity Shares are being offered and sold only outside the United States in compliance with Regulations
under the Securities Act and the applicable laws of the jurisdictions where those offers and sales are made.

NO OFFER IN ANY JURISDICTION OUTSIDE INDIA

NO OFFER OR INVITATION TO PURCHASE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY SHARES IS

BEING MADE IN ANY JURISDICTION OUTSIDE OF INDIA, INCLUDING, BUT NOT LIMITED TO
AUSTRALIA, BAHRAIN, CANADA, THE EUROPEAN ECONOMIC AREA, GHANA, HONG KONG,
INDONESIA, JAPAN, KENYA, KUWAIT, MALAYSIA, NEW ZEALAND, SULTANATE OF OMAN, PEOPLE'S
REPUBLIC OF CHINA, QATAR, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THAILAND, THE UNITED
ARAB EMIRATES, THE UNITED KINGDOM AND THE UNITED STATES. THE OFFERING TO WHICH THIS
LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN

Page | 103
OFFERING OF ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENT FOR SALE IN ANY
JURISDICTION OUTSIDE INDIA OR AS A SOLICIATION THEREIN OF AN OFFER TO BUY ANY OF THE
SAID SECURITIES. ACCORDINGLY, THIS LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR
TRANSMITTED IN OR INTO ANY OTHER JURISDICTION AT ANY TIME.

CONSENTS

Consents in writing of: our Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Advisor,
Statutory and Peer Reviewed Auditor, the Registrar to the Issue and Bankers’ to the Issue to act in their respective
capacities, have been obtained and such consents have not been withdrawn upto the date of this Letter of Offer.

Our Company has received written consent dated January 31, 2024 from our Statutory Auditor, namely, M/s. VRCA &
Associates, Chartered Accountants to include their name in this Letter of Offer and as an ‘expert’ as defined under Section
2(38) of the Companies Act, 2013 in relation to the Statement of Tax Benefits dated January 31, 2024 in the form and
context in which it appears in this Letter of Offer. Such consent has not been withdrawn up to the date of this Letter of
Offer.

EXPERT OPINION

Our Company has received written consent dated January 31, 2024 from our Statutory Auditor, namely, M/s. VRCA &
Associates, Chartered Accountants to include their name as required in this Letter of Offer and as an ‘expert’ as defined
under Section 2(38) of the Companies Act, 2013 in relation to its statement of tax benefits dated January 31, 2024 in this
Letter of Offer and such consent has not been withdrawn as of the date of this Letter of Offer. The term ‘expert’ and consent
thereof, does not represent an expert or consent within the meaning under the U.S. Securities Act.

Except for the above-mentioned documents, provided by M/s. VRCA & Associates, Chartered Accountants, our Company
has not obtained any expert opinions.

PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC/RIGHTS ISSUE OF OUR COMPANY

Our Company has not made any rights issues or public issues during the five years immediately preceding the date of this
Letter of Offer.

PERFORMANCE VIS-À-VIS OBJECTS – LAST ISSUE OF LISTED SUBSIDIARIES OR ASSOCIATES

As of the date of this Draft Letter of Offer, our Company has unlisted wholly owned Subsidiary namely Kshitij E-store
Ventures Private Limited. Pursuant to approval of Board vide resolution passed on April 2, 2023 and shareholders vide
April 29, 2024, the Company has sold its investment in material subsidiary –Sparion Infrastructure Private Limited by 51
% pursuant to which it ceased to be a wholly owned subsidiary of the Company and has become an associate of the
Company. However, as on date, sale of shares is pending and as such, Sparion Infrastructure Private Limited is wholly
owned subsidiary of the Company. Since none of the Subsidiaries or Associates of the Company is listed performance vis-
à-vis objects – last issue of listed subsidiaries or associates is not applicable

FILING

SEBI vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth
Amendment) Regulations, 2020 has amended Regulation 3(b) of the SEBI ICDR Regulations as per which the threshold
of filing of Draft Letter of Offer with SEBI for rights issues has been increased. The threshold of the rights issue size under
Regulation 3 (b) of the SEBI ICDR Regulations has been increased from Rupees ten crores to Rupees fifty crores. Since
the size of this Issue falls below this threshold, the Draft Letter of Offer has been filed with NSE and not with SEBI.
However, the Letter of Offer will be submitted with SEBI for information and dissemination and will be filed with NSE.

STATUS OF OUTSTANDING INVESTOR COMPLAINTS

As on the date of this Letter of Offer, there were no outstanding Investor complaints. As mentioned, our Company is
registered with the SCORES. Consequently, Investor grievances are tracked online by our Company. The average time
taken by the Registrar to the Issue for attending to routine grievances will be within 15 (Fifteen) days from the date of
receipt. In case of non-routine grievances where verification at other agencies is involved, it would be the endeavor of the
Registrar to the Issue to attend to them as expeditiously as possible. We undertake to resolve the investor grievances in a
time bound manner.

Page | 104
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

Our Company has adequate arrangements for redressal of investor grievances in compliance with the SEBI Listing
Regulations. We have been registered with the SEBI Complaints Redress System (SCORES) as required by the SEBI
Circular no. CIR/ OIAE/ 2/ 2011 dated June 3, 2011. Consequently, investor grievances are tracked online by our Company.
Our Company has a Stakeholders Relationship Committee which meets at least once a year and as and when required. Its
terms of reference include considering and resolving grievances of Shareholders in relation to transfer of shares and
effective exercise of voting rights. Our Registrar and Share Transfer Agent. All investor grievances received by us have
been handled by the Registrar and Share Transfer Agent in consultation with the Company Secretary and Compliance
Officer.

Investor complaints received by our Company are typically disposed of within 15 days from the receipt of the complaint.
Investors may contact the Registrar or our Company Secretary and Compliance Officer for any pre Issue or post Issue
related matter. All grievances relating to the ASBA process may be addressed to the Registrar, with a copy to the SCSBs
(in case of ASBA process), giving full details such as name, address of the Applicant, contact number(s), e mail address of
the sole/ first holder, folio number or demat account number, number of Equity Shares applied for, amount blocked (in
case of ASBA process), ASBA Account number and the Designated Branch of the SCSBs where the Application Form or
the plain paper application, as the case may be, was submitted by the Investors along with a photocopy of the
acknowledgement slip (in case of ASBA process). For details on the ASBA process, see “Terms of the Issue” beginning
on page 106 of this Letter of Offer.

Investor Grievances arising out of this Issue Investors may contact the Registrar to the Issue at

KFIN TECHNOLOGIES LIMITED

Selenium Tower-B, Plot No. 31-32, Gachibowli, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Telangana – 500 032.
Tel: +91-40-6716-2222/+91 1800 309 4001;
Fax No.: +91-40-6716-1563
Email: [email protected]
Website: www.kfintech.com
Investors Grievance E-mail: [email protected]
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221
CIN: L72400TG2017PLC117649

Investors may contact the Company Secretary and Compliance Officer at the below mentioned address for any pre-
Issue/post-Issue related matters such as non-receipt of Letters of Allotment/share certificates/demat credit/Refund Orders
etc.

Ms. Nikita Mehta

Company Secretary and Compliance Officer
KSHITIJ POLYLINE LIMITED
Address: 417/418, Dimple Arcade, Near Sai Dham temple, Thakur Complex, Kandivali (East), Mumbai - 400101
Email Id: [email protected]
Tel: +91 22 4223 4100

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI

Our Company has not submitted any application to SEBI for exemption from complying with any provisions of Securities.

STATUS OF OUTSTANDING INVESTOR COMPLAINTS

As on the date of the Letter of offer, there were Nil outstanding investor complaints.

CHANGES IN AUDITOR DURING THE LAST THREE YEARS

There has been no change in the Auditor of the Company during the last three years.

Page | 105
 SECTION X – ISSUE RELATED INFORMATION
TERMS OF ISSUE
This section is for the information of the Eligible Equity Shareholders proposing to apply in this Issue. The Eligible Equity
Shareholders should carefully read the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Application Form, before submitting the Application Form. Our Company is not liable for any
amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Letter
of Offer. The Eligible Equity Shareholders are advised to make their independent investigation and ensure that the
Application Form is accurately filled up in accordance with instructions provided therein and this Letter of Offer. Unless
otherwise permitted under the SEBI ICDR Regulations read with the SEBI Right Issue Circulars, the Eligible Equity
Shareholders proposing to apply in this Issue can apply only through ASBA or by mechanism as disclosed in this Letter of
Offer.

This Issue and the Rights Equity Shares proposed to be issued on a rights basis, are subject to the terms and conditions
contained in the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form and the
Memorandum of Association and the Articles of Association of our Company, the provisions of the Companies Act, 2013,
FEMA, FEMA Rules, the SEBI ICDR Regulations, the SEBI Listing Regulations, and the guidelines, notifications and
regulations issued by SEBI, the Government of India and other statutory and regulatory authorities from time to time,
approvals, if any, from RBI or other regulatory authorities, the terms of the Listing Agreements entered into by our
Company with the Stock Exchanges and the terms and conditions as stipulated in the Allotment advice.

DISPATCH AND AVAILABILITY OF ISSUE MATERIALS

In accordance with the SEBI ICDR Regulations, the Abridged Letter of Offer, the Application Form, the Rights Entitlement
Letter and other Issue material will be sent/ dispatched only to the Eligible Equity Shareholders who have provided Indian
address. In case such Eligible Equity Shareholders have provided their valid e-mail address, the Abridged Letter of Offer,
the Application Form, the Rights Entitlement Letter and other Issue material will be sent only to their valid e-mail address
and in case such Eligible Equity Shareholders have not provided their e-mail address, then the Abridged Letter of Offer,
the Application Form, the Rights Entitlement Letter and other Issue material will be dispatched, on a reasonable effort
basis, to the Indian addresses provided by them.

Further, this Letter of Offer will be sent/ dispatched to the Eligible Equity Shareholders who have provided Indian address
and who have made a request in this regard. In case such Eligible Equity Shareholders have provided their valid e-mail
address, the Letter of Offer will be sent only to their valid e-mail address and in case such Eligible Equity Shareholders
have not provided their e-mail address, then the Letter of Offer will be dispatched, on a reasonable effort basis, to the Indian
addresses provided by them.

Shareholders can access this Letter of Offer, the Abridged Letter of Offer and the Application Form (provided that the
Eligible Equity Shareholder is eligible to subscribe for the Equity Shares under applicable laws) on the websites of:

(i) Our Company at www.kshitijpolyline.co.in;

(ii) The Registrar at https://rights.kfintech.com;
(iii) The Stock Exchanges at www.nseindia.com;

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website of the
Registrar (i.e., Kfin Technologies Limited at https://rights.kfintech.com) by entering their DP ID and Client ID or Folio
Number (for Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date) and PAN. The link
for the same shall also be available on the website of our Company (i.e., www.kshitijpolyline.co.in).

Please note that neither our Company nor the Registrar shall be responsible for non-dispatch of physical copies of
Issue materials, including this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form or delay in the receipt of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form attributable to non-availability of the e-mail addresses of Eligible Equity
Shareholders or electronic transmission delays or failures, or if the Application Forms or the Rights Entitlement
Letters are delayed or misplaced in the transit.

The distribution of this Letter of Offer, Abridged Letter of Offer, the Rights Entitlement Letter and the issue of Equity
Shares on a rights basis to persons in certain jurisdictions outside India is restricted by legal requirements prevailing in
those jurisdictions. No action has been, or will be, taken to permit this Issue in any jurisdiction where action would be
required for that purpose, except that this Letter of Offer is being filed with the Stock Exchanges. Accordingly, the Rights

Page | 106
Entitlements and Equity Shares may not be offered or sold, directly or indirectly, and this Letter of Offer, the Abridged
Letter of Offer, the Rights Entitlement Letter, the Application Form or any Issue related materials or advertisements in
connection with this Issue may not be distributed, in any jurisdiction, except in accordance with and as permitted under the
legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Application Form (including by way of electronic means) will not constitute an offer, invitation
to or solicitation by anyone in any jurisdiction or in any circumstances in which such an offer, invitation or solicitation is
unlawful or not authorised or to any person to whom it is unlawful to make such an offer, invitation or solicitation. In those
circumstances, this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form
must be treated as sent for information only and should not be acted upon for making an Application and should not be
copied or re-distributed.

Accordingly, persons receiving a copy of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter
or the Application Form should not, in connection with the issue of the Equity Shares or the Rights Entitlements, distribute
or send this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form in or into
any jurisdiction where to do so, would, or might, contravene local securities laws or regulations or would subject our
Company or its affiliates to any filing or registration requirement (other than in India). If this Letter of Offer, the Abridged
Letter of Offer, the Rights Entitlement Letter or the Application Form is received by any person in any such jurisdiction,
or by their agent or nominee, they must not seek to make an Application or acquire the Rights Entitlements referred to in
this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form. Any person who
makes an application to acquire Rights Entitlements and the Equity Shares offered in the Issue will be deemed to have
declared, represented and warranted that such person is authorized to acquire the Rights Entitlements and the Equity Shares
in compliance with all applicable laws and regulations prevailing in such person’s jurisdiction and India, without
requirement for our Company or our affiliates to make any filing or registration (other than in India).

PROCESS OF MAKING AN APPLICATION IN THE ISSUE

In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI Rights Issue Circulars and the ASBA
Circulars, all Shareholders desiring to make an Application in this Issue are mandatorily required to use the ASBA
process. Shareholders should carefully read the provisions applicable to such Applications before making their
Application through ASBA.

Investors can submit either the Application Form in physical mode to the Designated Branches of the SCSBs or online/
electronic Application through the website of the SCSBs (if made available by such SCSB) authorizing the SCSB to block
the Application Money in an ASBA Account maintained with the SCSB. Application through ASBA facility in electronic
mode will only be available with such SCSBs who provide such facility.

Investors applying through the ASBA facility should carefully read the provisions applicable to such Applications before
making their Application through the ASBA process. For details, titled “Procedure for Application through the ASBA
Process” in chapter “Terms of Issue” beginning on page 106 of this Letter of Offer.

Please note that subject to SCSBs complying with the requirements of SEBI Circular CIR/CFD/DIL/13/2012 dated
September 25, 2012, within the periods stipulated therein, Applications may be submitted at the Designated Branches of
the SCSBs.

Further, in terms of the SEBI Circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making
Applications by SCSBs on their own account using ASBA facility, each such SCSB should have a separate account in its
own name with any other SEBI registered SCSB(s). Such account shall be used solely for the purpose of making an
Application in this Issue and clear demarcated funds should be available in such account for such an Application.

Applicants should note that they should very carefully fill-in their depository account details and PAN in the
Application Form or while submitting application through online/electronic Application through the website of the
SCSBs (if made available by such SCSB). Please note that incorrect depository account details or PAN or
Application Forms without depository account details shall be treated as incomplete and shall be rejected. For
details, refer “Grounds for Technical Rejection” on page no. 111 of this Letter of Offer. Our Company, the Registrar
and the SCSBs shall not be liable for any incomplete or incorrect demat details provided by the Applicants.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer to
participate in this Issue by making plain paper Applications. Please note that Eligible Equity Shareholders making an
application in this Issue by way of plain paper applications shall not be permitted to renounce any portion of their Rights
Entitlements. For details, refer chapter titled “Application on Plain Paper under ASBA process”.

Page | 107
Options available to the Eligible Equity Shareholders

The Rights Entitlement Letter will clearly indicate the number of Equity Shares that the Eligible Equity Shareholder is
entitled to.

If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder can:

a) apply for its Equity Shares to the full extent of its Rights Entitlements; or
b) apply for its Equity Shares to the extent of part of its Rights Entitlements (without renouncing the other part); or
c) apply for Equity Shares to the extent of part of its Rights Entitlements and renounce the other part of its Rights
Entitlements; or
d) apply for its Equity Shares to the full extent of its Rights Entitlements and apply for additional Equity Shares; or
e) renounce its Rights Entitlements in full.

Making of an Application through the ASBA process

A Shareholders, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled bank
account with an SCSB, prior to making the Application. Shareholders desiring to make an Application in this Issue through
ASBA process, may submit the Application Form in physical mode to the Designated Branches of the SCSB or online/
electronic Application through the website of the SCSBs (if made available by such SCSB) for authorizing such SCSB to
block Application Money payable on the Application in their respective ASBA Accounts.

Shareholders should ensure that they have correctly submitted the Application Form and have provided an authorisation to
the SCSB, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Application Money
mentioned in the Application Form, as the case may be, at the time of submission of the Application.

For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34.

Please note that subject to SCSBs complying with the requirements of the SEBI circular bearing reference number
CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein, Applications may be submitted at
the Designated Branches of the SCSBs. Further, in terms of the SEBI circular bearing reference number
CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making Applications by SCSBs on their own account
using ASBA facility, each such SCSB should have a separate account in its own name with any other SEBI registered
SCSB(s). Such account shall be used solely for the purpose of making an Application in this Issue and clear demarcated
funds should be available in such account for such an Application.

Our Company, its directors, its employees, affiliates, associates and their respective directors and officers and the Registrar
shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc., in relation to Applications
accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications
accepted and uploaded without blocking funds in the ASBA Accounts.

Do’s for Shareholders applying through ASBA:

a) Ensure that the details about your Depository Participant, PAN and beneficiary account are correct and the beneficiary
account is activated as the Equity Shares will be allotted in the dematerialized form only.
b) Ensure that the Applications are submitted with the Designated Branch of the SCSBs and details of the correct bank
account have been provided in the Application.
c) Ensure that there are sufficient funds (equal to {number of Equity Shares (including additional Equity Shares) applied
for} X {Application Money of Equity Shares}) available in ASBA Account mentioned in the Application Form before
submitting the Application to the respective Designated Branch of the SCSB.
d) Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount payable on application
mentioned in the Application Form, in the ASBA Account, of which details are provided in the Application Form and
have signed the same.
e) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the Application is
made through that SCSB providing ASBA facility in such location.
f) Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your submission of the
Application Form in physical form or plain paper Application.

Page | 108
g) Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary
account is held with the Depository Participant. In case the Application Form is submitted in joint names, ensure that
the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear
in the Application Form and the Rights Entitlement Letter.

Don’ts for Shareholders applying through ASBA:

a) Do not submit the Application Form after you have submitted a plain paper Application to a Designated Branch of the
SCSB or vice versa.
b) Do not send your physical Application to the Registrar, the Escrow Collection Bank(s) (assuming that such Escrow
Collection Bank is not an SCSB), a branch of the SCSB which is not a Designated Branch of the SCSB or our
Company; instead submit the same to a Designated Branch of the SCSB only.
c) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process upon making the Application.
d) Do not submit Application Form using third party ASBA account.

Making of an Application by Eligible Equity Shareholders on Plain Paper under ASBA process:

An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may make an Application to
subscribe to this Issue on plain paper in case of non-receipt of Application Form as detailed above. In such cases of non-
receipt of the Application Form through e-mail or physical delivery (where applicable) and the Eligible Equity Shareholder
not being in a position to obtain it from any other source may make an Application to subscribe to this Issue on plain paper
with the same details as per the Application Form that is available on the website of the Registrar, Stock Exchanges. An
Eligible Equity Shareholder shall submit the plain paper Application to the Designated Branch of the SCSB for authorising
such SCSB to block Application Money in the said bank account maintained with the same SCSB. Applications on plain
paper will not be accepted from any Eligible Equity Shareholder who has not provided an Indian address or is a U.S. Person
or in the United States.

Please note that the Eligible Equity Shareholders who are making the Application on plain paper shall not be entitled to
renounce their Rights Entitlements and should not utilize the Application Form for any purpose including renunciation
even if it is received subsequently.

The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same order
and as per specimen recorded with his/her bank, must reach the office of the Designated Branch of the SCSB before the
Issue Closing Date and should contain the following particulars:

(a) Name of our Company, being Kshitij Polyline Limited;

(b) Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as per specimen
recorded with our Company or the Depository);
(c) Folio Number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date)/DP
and Client ID;
(d) Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the officials
appointed by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of
joint names, irrespective of the total value of the Equity Shares applied for pursuant to this Issue;
(e) Number of Equity Shares held as on Record Date;
(f) Allotment option – only dematerialised form;
(g) Number of Equity Shares entitled to;
(h) Number of Equity Shares applied for within the Rights Entitlements;
(i) Number of additional Equity Shares applied for, if any (applicable only if entire Rights Entitlements have been applied
for);
(j) Total number of Equity Shares applied for;
(k) Total amount paid at the rate of ` 6.40 per Equity Share;
(l) Details of the ASBA Account such as the SCSB account number, name, address and branch of the relevant SCSB;
(m) In case of non-resident Eligible Equity Shareholders making an application with an Indian address, details of the
NRE/FCNR/NRO account such as the account number, name, address and branch of the SCSB with which the account
is maintained;
(n) Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application Money in the
ASBA Account;
(o) Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and order as they
appear in the records of the SCSB); and
(p) All such Eligible Equity Shareholders are deemed to have accepted the following:

Page | 109
 “I/ We will not offer, sell or otherwise transfer any of the Rights Equity Shares which may be acquired by us in any
jurisdiction or under any circumstances in which such offer or sale is not authorized or to any person to whom it is
unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any
applicable laws or regulations. We satisfy, and each account for which we are acting satisfies, all suitability standards
for Shareholders in investments of the type subscribed for herein imposed by the jurisdiction of our residence.
I/ We understand and agree that the Rights Entitlement and Rights Equity Shares may not be reoffered, resold, pledged
or otherwise transferred except in an offshore transaction in compliance with Regulation S, or otherwise pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
I/ We (i) am/ are, and the person, if any, for whose account I/ we am/ are acquiring such Rights Entitlement and/ or
the Rights Equity Shares is/ are, outside the U.S., (ii) am/ are not a “U.S. Person” as defined in (“Regulations”), and
(iii) is/ are acquiring the Rights Entitlement and/ or the Rights Equity Shares in an offshore transaction meeting the
requirements of Regulations.
I/ We acknowledge that the Company, its affiliates and others will rely upon the truth and accuracy of the foregoing
representations and agreements. “
In cases where Multiple Application Forms are submitted for Applications pertaining to Rights Entitlements credited to the
same demat account or in demat suspense escrow account, as applicable, including cases where a Shareholders submits
Application Forms along with a plain paper Application, such Applications shall be liable to be rejected.

Shareholders are requested to strictly adhere to these instructions. Failure to do so could result in an Application being
rejected, with our Company, and the Registrar not having any liability to the Shareholders. The plain paper Application
format will be available on the website of the Registrar at https://rights.kfintech.com.

Our Company, and the Registrar shall not be responsible if the Applications are not uploaded by the SCSB or funds are not
blocked in the Shareholders’ ASBA Accounts on or before the Issue Closing Date.

Making of an Application by Eligible Equity Shareholders holding Equity Shares in physical form

Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue
Circulars, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in dematerialised form only.
Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date and desirous of
subscribing to Equity Shares in this Issue are advised to furnish the details of their demat account to the Registrar or our
Company at least two Working Days prior to the Issue Closing Date, to enable the credit of their Rights Entitlements in
their respective demat accounts at least one day before the Issue Closing Date.

Prior to the Issue Opening Date, the Rights Entitlements of those Eligible Equity Shareholders, among others, who hold
Equity Shares in physical form, and whose demat account details are not available with our Company or the Registrar,
shall be credited in a demat suspense escrow account opened by our Company.

Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened their
demat accounts after the Record Date, shall adhere to following procedure for participating in this Issue:

a) The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s), address, e-mail address,
contact details and the details of their demat account along with copy of self-attested PAN and self-attested client
master sheet of their demat account either by e mail, post, speed post, courier, or hand delivery so as to reach to the
Registrar no later than two Working Days prior to the Issue Closing Date;
b) The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of such Eligible
Equity Shareholders to their demat accounts at least one day before the Issue Closing Date;
c) The remaining procedure for Application shall be same as set out in “- Making of an Application by Eligible Equity
Shareholders on Plain Paper under ASBA process” mentioned above.

Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date will not be allowed
renounce their Rights Entitlements in the Issue. However, such Eligible Equity Shareholders, where the dematerialized
Rights Entitlements are transferred from the suspense escrow demat account to the respective demat accounts within
prescribed timelines, can apply for additional Equity Shares while submitting the Application through ASBA process.

Application for Additional Equity Shares

Shareholders are eligible to apply for additional Equity Shares over and above their Rights Entitlements, provided that they
are eligible to apply for Equity Shares under applicable law and they have applied for all the Equity Shares forming part of
their Rights Entitlements without renouncing them in whole or in part. Where the number of additional Equity Shares
applied for exceeds the number available for Allotment, the Allotment would be made as per the Basis of Allotment

Page | 110
finalised in consultation with the Designated Stock Exchange. Applications for additional Equity Shares shall be considered
and Allotment shall be made in accordance with the SEBI ICDR Regulations and in the manner as set out in “- Basis of
Allotment” mentioned below.

Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional Equity Shares.

Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for additional Equity Shares.

Additional general instructions for Shareholders in relation to making of an application

i) Please read this Letter of offer carefully to understand the Application process and applicable settlement process.
ii) Please read the instructions on the Application Form sent to you. Application should be complete in all respects.
The Application Form found incomplete with regard to any of the particulars required to be given therein, and/or
which are not completed in conformity with the terms of this Letter of offer, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Application Form are liable to be rejected. The Application Form must be filled in
English.
iii) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all necessary details
as mentioned under the section “Making of an Application by Eligible Equity Shareholders on Plain Paper under
ASBA process” mentioned above.
iv) Applications should be (i) submitted to the Designated Branch of the SCSB or made online/electronic through the
website of the SCSBs (if made available by such SCSB) for authorising such SCSB to block Application Money
payable on the Application in their respective ASBA Accounts. Please note that on the Issue Closing Date, (ii)
Applications through ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time) or such extended time
as permitted by the Stock Exchanges.
v) Applications should not be submitted to the Banker(s) to the Issue or Escrow Collection Bank(s) (assuming that
such Escrow Collection Bank is not an SCSB), our Company or the Registrar.
vi) All Applicants, and in the case of Application in joint names, each of the joint Applicants, should mention their PAN
allotted under the Income-tax Act, irrespective of the amount of the Application. Except for Applications on behalf
of the Central or the State Government, the residents of Sikkim and the officials appointed by the courts,
Applications without PAN will be considered incomplete and are liable to be rejected. With effect from August 16,
2010, the demat accounts for Shareholders for which PAN details have not been verified shall be “suspended for
credit” and no Allotment and credit of Equity Shares pursuant to this Issue shall be made into the accounts of such
Shareholders.
vii) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and occupation
(“Demographic Details”) are updated, true and correct, in all respects. Shareholders applying under this Issue
should note that on the basis of name of the Shareholders, DP ID and Client ID provided by them in the Application
Form or the plain paper Applications, as the case may be, the Registrar will obtain Demographic Details from the
Depository. Therefore, Shareholders applying under this Issue should carefully fill in their Depository Account
details in the Application. These Demographic Details would be used for all correspondence with such Shareholders
including mailing of the letters intimating unblocking of bank account of the respective Shareholders and/or refund.
The Demographic Details given by the Shareholders in the Application Form would not be used for any other
purposes by the Registrar. Hence, Shareholders are advised to update their Demographic Details as provided to their
Depository Participants. The Allotment Advice and the e-mail intimating unblocking of ASBA Account or
refund (if any) would be e-mailed to the address of the Shareholders as per the e-mail address provided to
our Company or the Registrar or Demographic Details received from the Depositories. The Registrar will
give instructions to the SCSBs for unblocking funds in the ASBA Account to the extent Equity Shares are not
allotted to such Shareholders. Please note that any such delay shall be at the sole risk of the Shareholders and
none of our Company, the SCSBs, Registrar shall be liable to compensate the Shareholders for any losses
caused due to any such delay or be liable to pay any interest for such delay. In case no corresponding record
is available with the Depositories that match three parameters, (a) names of the Shareholders (including the
order of names of joint holders), (b) DP ID, and (c) Client ID, then such Application Forms are liable to be
rejected.
viii) By signing the Application Forms, Shareholders would be deemed to have authorised the Depositories to provide,
upon request, to the Registrar, the required Demographic Details as available on its records.
ix) For physical Applications through ASBA at Designated Branches of SCSB, signatures should be either in English
or Hindi or in any other language specified in the Eighth Schedule to the Constitution of India. Signatures other than
in any such language or thumb impression must be attested by a Notary Public or a Special Executive Magistrate
under his/her official seal. The Shareholders must sign the Application as per the specimen signature recorded with
the SCSB.

Page | 111
x) Shareholders should provide correct DP ID and Client ID/ Folio number (for Eligible Equity Shareholders who hold
Equity Shares in physical form as on Record Date) while submitting the Application. Such DP ID and Client ID/
Folio number should match the demat account details in the records available with Company and/or Registrar, failing
which such Application is liable to be rejected. Shareholders will be solely responsible for any error or inaccurate
detail provided in the Application. Our Company, SCSBs or the Registrar will not be liable for any such rejections.
xi) In case of joint holders and physical Applications through ASBA process, all joint holders must sign the relevant
part of the Application Form in the same order and as per the specimen signature(s) recorded with the SCSB. In case
of joint Applicants, reference, if any, will be made in the first Applicant’s name and all communication will be
addressed to the first Applicant.
xii) All communication in connection with Application for the Equity Shares, including any change in contact details of
the Eligible Equity Shareholders should be addressed to the Registrar prior to the date of Allotment in this Issue
quoting the name of the first/sole Applicant, Folio number (for Eligible Equity Shareholders who hold Equity Shares
in physical form as on Record Date)/DP ID and Client ID and Application Form number, as applicable. In case of
any change in contact details of the Eligible Equity Shareholders, the Eligible Equity Shareholders should also send
the intimation for such change to the respective depository participant, or to our Company or the Registrar in case
of Eligible Equity Shareholders holding Equity Shares in physical form.
xiii) Shareholders are required to ensure that the number of Equity Shares applied for by them do not exceed the
prescribed limits under the applicable law.
xiv) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your jurisdiction.
xv) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground.
xvi) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical Application.
xvii) Do not pay the Application Money in cash, by money order, pay order or postal order.
xviii) Do not submit multiple Applications.
xix) No investment under the FDI route (i.e any investment which would result in the Shareholders holding 10% or more
of the fully diluted paid-up equity share capital of the Company or any FDI investment for which an approval from
the government was taken in the past) will be allowed in the Issue unless such application is accompanied with
necessary approval or covered under a pre-existing approval from the government. It will be the sole responsibility
of the Shareholders to ensure that the necessary approval or the pre-existing approval from the government is valid
in order to make any investment in the Issue. Our Company will not be responsible for any allotments made by
relying on such approvals.
xx) An Applicant being an OCB is required not to be under the adverse notice of RBI and in order to apply for this issue
as a incorporated non-resident must do so in accordance with the FDI Circular 2020 and Foreign Exchange
Management (Non-Debt Instrument) Rules, 2019.

GROUNDS FOR TECHNICAL REJECTION

Applications made in this Issue are liable to be rejected on the following grounds:

i) DP ID and Client ID mentioned in Application does not match with the DP ID and Client ID records available with
the Registrar.
ii) Details of PAN mentioned in the Application does not match with the PAN records available with the Registrar.
iii) Sending an Application to our Company, Registrar, Escrow Collection Bank(s) (assuming that such Escrow
Collection Bank is not a SCSB), to a branch of a SCSB which is not a Designated Branch of the SCSB.
iv) Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application Money.
v) Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen pursuant to
regulatory orders.
vi) Account holder not signing the Application or declaration mentioned therein.
vii) Submission of more than one Application Form for Rights Entitlements available in a particular demat account.
viii) Multiple Application Forms, including cases where a Shareholders submits Application Forms along with a plain
paper Application.
ix) Submitting the GIR number instead of the PAN (except for Applications on behalf of the Central or State
Government, the residents of Sikkim and the officials appointed by the courts).
x) Applications by persons not competent to contract under the Indian Contract Act, 1872, except Applications by
minors having valid demat accounts as per the Demographic Details provided by the Depositories.
xi) Applications by SCSB on own account, other than through an ASBA Account in its own name with any other SCSB.
xii) Application Forms which are not submitted by the Shareholders within the time periods prescribed in the Application
Form and this Letter of offer.
xiii) Physical Application Forms not duly signed by the sole or joint Shareholders, as applicable.
xiv) Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money order, postal order
or outstation demands.

Page | 112
xv) If an Shareholders is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim relief
then failure to attach a copy of such SEBI order allowing the Shareholders to subscribe to their Rights Entitlements.
xvi) Applications which: (i) appears to our Company or its agents to have been executed in, electronically transmitted
from or dispatched from the United States (other than from persons in the United States who are U.S. QIBs and QPs)
or other jurisdictions where the offer and sale of the Equity Shares is not permitted under laws of such jurisdictions;
(ii) does not include the relevant certifications set out in the Application Form, including to the effect that the person
submitting and/or renouncing the Application Form is (a) both a U.S. QIB and a QP, if in the United States or a U.S.
Person or (b) outside the United States and is a non-U.S. Person, and in each case such person is eligible to subscribe
for the Equity Shares under applicable securities laws and is complying with laws of jurisdictions applicable to such
person in connection with this Issue; and our Company shall not be bound to issue or allot any Equity Shares in
respect of any such Application Form.
xvii) Applications which have evidence of being executed or made in contravention of applicable securities laws.
xviii) Application from Shareholders that are residing in U.S. address as per the depository records (other than from
persons in the United States who are U.S. QIBs and QPs).

Applications by non-resident Shareholders.

Payment from third party bank accounts.

Multiple Applications

In case where multiple Applications are made using same demat account, such Applications shall be liable to be rejected.
A separate Application can be made in respect of Rights Entitlements in each demat account of the Shareholders and such
Applications shall not be treated as multiple applications. Similarly, a separate Application can be made against Equity
Shares held in dematerialized form and Equity Shares held in physical form, and such Applications shall not be treated as
multiple applications. Further supplementary Applications in relation to further Equity Shares with/without using additional
Rights Entitlement will not be treated as multiple application. A separate Application can be made in respect of each scheme
of a mutual fund registered with SEBI and such Applications shall not be treated as multiple applications. For details, see
“- Procedure for Applications by Mutual Funds” mentioned below.

In cases where Multiple Application Forms are submitted, including cases where (a) a Shareholders submits Application
Forms along with a plain paper Application or (b) multiple plain paper Applications (c) or multiple applications through
ASBA, such Applications shall be treated as multiple applications and are liable to be rejected.

Procedure for Applications by certain categories of Shareholders

Procedure for Applications by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is subject to
certain limits, i.e., the individual holding of an FPI (including its Shareholders group (which means multiple entities
registered as foreign portfolio Shareholders and directly and indirectly having common ownership of more than 50% of
common control)) shall be below 10% of our post-Issue Equity Share capital. In case the total holding of an FPI or
Shareholders group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted
basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants that may be
issued by our Company, the total investment made by the FPI or Shareholders group will be re classified as FDI subject to
the conditions as specified by SEBI and RBI in this regard and our Company and the Shareholders will also be required to
comply with applicable reporting requirements.

FPIs are permitted to participate in this Issue subject to compliance with conditions and restrictions which may be specified
by the Government from time to time. FPIs who wish to participate in the Issue are advised to use the Application Form
for non-residents. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in
terms of Regulation 21 of the SEBI FPI Regulations, an FPI may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued
overseas by an FPI against securities held by it that are listed or proposed to be listed on any recognised stock exchange in
India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to
persons registered as Category I FPI under the SEBI FPI Regulations; (ii) such offshore derivative instruments are issued
only to persons who are eligible for registration as Category I FPIs (where an entity has an investment manager who is
from the Financial Action Task Force member country, the investment manager shall not be required to be registered as a
Category I FPI); (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and
(iv) compliance with other conditions as may be prescribed by SEBI.

Page | 113
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments
issued by or on its behalf, is carried out subject to inter alia the following conditions:

1. Such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI Regulations; and
2. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre – approved by the FPI.

No investment under the FDI route will be allowed in the Issue unless such application is accompanied with necessary
approval or covered under a pre-existing approval.

Procedure for Applications by AIFs, FVCIs, VCFs and FDI route

The SEBI VCF Regulations and the SEBI FVCI Regulations prescribe, among other things, the investment restrictions on
VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among other things, the investment
restrictions on AIFs.

As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest in listed
companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be accepted in this Issue. Further,
venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not permitted to invest in
listed companies pursuant to rights issues. Accordingly, applications by venture capital funds registered as category I AIFs,
as defined in the SEBI AIF Regulations, will not be accepted in this Issue. Other categories of AIFs are permitted to apply
in this Issue subject to compliance with the SEBI AIF Regulations. Such AIFs having bank accounts with SCSBs that are
providing ASBA in cities / centres where such AIFs are located are mandatorily required to make use of the ASBA facility.
Otherwise, applications of such AIFs are liable for rejection.

No investment under the FDI route (i.e any investment which would result in the Shareholders holding 10% or more of the
fully diluted paid-up equity share capital of the Company or any FDI investment for which an approval from the
government was taken in the past) will be allowed in the Issue unless such application is accompanied with necessary
approval or covered under a pre-existing approval from the government. It will be the sole responsibility of the Shareholders
to ensure that the necessary approval or the pre-existing approval from the government is valid in order to make any
investment in the Issue. Our Company will not be responsible for any allotments made by relying on such approvals.

Procedure for Applications by NRIs

Investments by NRIs are governed by the FEMA Rules. Applications will not be accepted from NRIs that are ineligible to
participate in this Issue under applicable securities laws.

As per the FEMA Rules, an NRI or Overseas Citizen of India (“OCI”) may purchase or sell capital instruments of a listed
Indian company on repatriation basis, on a recognised stock exchange in India, subject to the conditions, inter alia, that the
total holding by any individual NRI or OCI will not exceed 5% of the total paid- up equity capital on a fully diluted basis
or should not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by
an Indian company and the total holdings of all NRIs and OCIs put together will not exceed 10% of the total paid-up equity
capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference
shares or share warrants. The aggregate ceiling of 10% may be raised to 24%, if a special resolution to that effect is passed
by the general body of the Indian company.

Further, in accordance with press note 3 of 2020, the FDI Policy has been recently amended to state that all investments by
entities incorporate in a country which shares land border with India or where beneficial owner of an investment into India
is situated in or is a citizen of any such country (“Restricted Shareholders”), will require prior approval of the Government
of India. It is not clear from the press note whether or not an issue of the Rights Equity Shares to Restricted Shareholders
will also require prior approval of the Government of India and each Shareholders should seek independent legal advice
about its ability to participate in the Issue. In the event such prior approval has been obtained, the Shareholders shall
intimate our Company and the Registrar about such approval within the Issue Period.

Procedure for Applications by Mutual Funds

A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and such
applications shall not be treated as multiple applications. The applications made by asset management companies or
custodians of a mutual fund should clearly indicate the name of the concerned scheme for which the application is being
made.

Page | 114
Procedure for Applications by Systemically Important Non-Banking Financial Companies (“NBFC SI”)

In case of an application made by NBFC-SI registered with RBI, (a) the certificate of registration issued by RBI under
Section 45IA of RBI Act, 1934 and (b) net worth certificate from its statutory auditors or any independent chartered
accountant based on the last audited financial statements is required to be attached to the application.

Last date for Application

The last date for submission of the duly filled in the Application Form or a plain paper Application is Tuesday, July 9,
2024, i.e., Issue Closing Date. Our Board or any committee thereof may extend the said date for such period as it may
determine from time to time, subject to the Issue Period not exceeding 30 days from the Issue Opening Date (inclusive of
the Issue Opening Date).

If the Application Form is not submitted with an SCSB, uploaded with the Stock Exchanges and the Application Money is
not blocked with the SCSB on or before the Issue Closing Date or such date as may be extended by our Board or any
committee thereof, the invitation to offer contained in this Letter of offer shall be deemed to have been declined and our
Board or any committee thereof shall be at liberty to dispose of the Equity Shares hereby offered, as set out in “- Basis of
Allotment” mentioned below.

Please note that on the Issue Closing Date, (Applications through ASBA process will be uploaded until 5.00 p.m. (Indian
Standard Time) or such extended time as permitted by the Stock Exchanges.

Please ensure that the Application Form and necessary details are filled in. In place of Application number, Shareholders
can mention the reference number of the e-mail received from Registrar informing about their Rights Entitlement or last
eight digits of the demat account. Alternatively, SCSBs may mention their internal reference number in place of application
number.

Withdrawal of Application

An Investor who has applied in this Issue may withdraw their Application at any time during Issue Period by approaching
the SCSB where application is submitted. However, no Investor, may withdraw their Application post the Issue Closing
Date.

Disposal of Application and Application Money

No acknowledgment will be issued for the Application Money received by our Company. However, the Designated
Branches of the SCSBs receiving the Application Form will acknowledge its receipt by stamping and returning the
acknowledgment slip at the bottom of each Application Form to the Eligible Equity Shareholders upon submission of the
Application.

Our Board reserves its full, unqualified and absolute right to accept or reject any Application, in whole or in part, and in
either case without assigning any reason thereto.

In case an Application is rejected in full, the whole of the Application Money will be unblocked in the respective ASBA
Accounts, in case of Applications through ASBA. Wherever an Application is rejected in part, the balance of Application
Money, if any, after adjusting any money due on Equity Shares Allotted, will be refunded / unblocked in the respective
bank accounts from which Application Money was received / ASBA Accounts of the Shareholders within a period of 4
days from the Issue Closing Date. In case of failure to do so, our Company shall pay interest at such rate and within such
time as specified under applicable law.

For further instructions, please read the Application Form carefully.

CREDIT OF RIGHTS ENTITLEMENTS IN DEMAT ACCOUNTS OF ELIGIBLE EQUITY SHAREHOLDERS

Rights Entitlements

As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares held in dematerialised form
or appears in the register of members of our Company as an Eligible Equity Shareholder in respect of our Equity Shares

Page | 115
held in physical form, as on the Record Date, you may be entitled to subscribe to the number of Equity Shares as set out in
the Rights Entitlement Letter.

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website of the
Registrar (i.e., https://rights.kfintech.com.) by entering their DP ID and Client ID or Folio Number (for Eligible Equity
Shareholders who hold Equity Shares in physical form as on Record Date) and PAN. The link for the same shall also be
available on the website of our Company (i.e., www.kshitijpolyline.co.in).

In this regard, our Company has made necessary arrangements with NSDL and CDSL for crediting of the Rights
Entitlements to the demat accounts of the Eligible Equity Shareholders in a dematerialized form. A separate ISIN for the
Rights Entitlements has also been generated which is INE013820019. The said ISIN shall remain frozen (for debit) until
the Issue Opening Date. The said ISIN shall be suspended for transfer by the Depositories post the Issue Closing Date.

Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts of the
Eligible Equity Shareholders and the demat suspense escrow account to the Stock Exchanges after completing the corporate
action. The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such
respective Eligible Equity Shareholders on the website of the Registrar after keying in their respective details along with
other security control measures implemented thereat.

Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the Issue
Opening Date only in dematerialised form. Further, if no Application is made by the Eligible Equity Shareholders of Rights
Entitlements on or before Issue Closing Date, such Rights Entitlements shall get lapsed and shall be extinguished after the
Issue Closing Date. No Equity Shares for such lapsed Rights Entitlements the will be credited, even if such Rights
Entitlements were purchased from market and purchaser will lose the premium paid to acquire the Rights Entitlements.
Persons who are credited the Rights Entitlements are required to make an Application to apply for Equity Shares offered
under Rights Issue for subscribing to the Equity Shares offered under Issue.

If Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not provided the details
of their demat accounts to our Company or to the Registrar, they are required to provide their demat account details to our
Company or the Registrar not later than two Working Days prior to the Issue Closing Date, to enable the credit of the
Rights Entitlements by way of transfer from the demat suspense escrow account to their respective demat accounts, at least
one day before the Issue Closing Date. Such Eligible Equity Shareholders holding shares in physical form can update the
details of their respective demat accounts on the website of the Registrar (i.e https://rights.kfintech.com). Such Eligible
Equity Shareholders can make an Application only after the Rights Entitlements is credited to their respective demat
accounts.

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars, the credit
of Rights Entitlements and Allotment of Equity Shares shall be made in dematerialized form only. Prior to the Issue
Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible Equity
Shareholders holding the Equity Shares in dematerialised form; and (ii) a demat suspense escrow account (namely, “Kshitij
Polyline Limited - Suspense Escrow Demat Account”) opened by our Company, for the Eligible Equity Shareholders which
would comprise Rights Entitlements relating to (a) Equity Shares held in the account of the IEPF authority; or (b) the demat
accounts of the Eligible Equity Shareholder which are frozen or suspended for debit or credit or the Equity Shares which
are lying in the unclaimed suspense account (including those pursuant to Regulation 39 of the SEBI Listing Regulations)
or details of which are unavailable with our Company or with the Registrar on the Record Date; or (c) Equity Shares held
by Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date where details of demat accounts
are not provided by Eligible Equity Shareholders to our Company or Registrar; or (d) credit of the Rights Entitlements
returned/reversed/failed; or (e) the ownership of the Equity Shares currently under dispute, including any court proceedings,
if any; or (f) non-institutional equity shareholders in the United States.

Eligible Equity Shareholders are requested to provide relevant details (such as copies of self-attested PAN and client master
sheet of demat account etc., details/ records confirming the legal and beneficial ownership of their respective Equity Shares)
to our Company or the Registrar not later than two Working Days prior to the Issue Closing Date, i.e., by Friday, July 5,
2024to enable the credit of their Rights Entitlements by way of transfer from the demat suspense escrow account to their
demat account at least one day before the Issue Closing Date, to enable such Eligible Equity Shareholders to make an
application in this Issue, and this communication shall serve as an intimation to such Eligible Equity Shareholders in this
regard. Such Eligible Equity Shareholders are also requested to ensure that their demat account, details of which have been
provided to our Company or the Registrar account is active to facilitate the aforementioned transfer.

Page | 116
RENUNCIATION AND TRADING OF RIGHTS ENTITLEMENT

Renouncees

All rights and obligations of the Eligible Equity Shareholders in relation to Applications and refunds pertaining to this Issue
shall apply to the Renouncee(s) as well.

Renunciation of Rights Entitlements

This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements credited to their
respective demat account either in full or in part.

The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to
provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time
to time. However, the facility of renunciation shall not be available to or operate in favor of an Eligible Equity Shareholders
being an erstwhile OCB unless the same is in compliance with the FEMA Rules and other circular, directions, or guidelines
issued by RBI or the Ministry of Finance from time to time.

The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights
Entitlements, using the secondary market platform of the Stock Exchanges or through an off-market transfer.

Procedure for Renunciation of Rights Entitlements

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts, either
in full or in part (a) by using the secondary market platform of the Stock Exchanges (the “On Market Renunciation”); or
(b) through an off-market transfer (the “Off Market Renunciation”), during the Renunciation Period. The Shareholders
should have the demat Rights Entitlements credited/lying in his/her own demat account prior to the renunciation. The trades
through On Market Renunciation and Off Market Renunciation will be settled by transferring the Rights Entitlements
through the depository mechanism.

Shareholders may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the Rights
Entitlements. Shareholders who intend to trade in the Rights Entitlements should consult their tax advisor or stock-broker
regarding any cost, applicable taxes, charges and expenses (including brokerage) that may be levied for trading in Rights
Entitlements.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the Shareholders on or before the
Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.

Our Company accept no responsibility to bear or pay any cost, applicable taxes, charges and expenses (including
brokerage), and such costs will be incurred solely by the Shareholders.

On Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts by
trading/selling them on the secondary market platform of the Stock Exchanges through a registered stock-broker in the
same manner as the existing Equity Shares of our Company.

In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, the Rights
Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders shall be admitted for trading on
the Stock Exchanges under ISIN: INE013820019 subject to requisite approvals. Prior to the Issue Opening Date, our
Company will obtain the approval from the Stock Exchanges for trading of Rights Entitlements. No assurance can be given
regarding the active or sustained On Market Renunciation or the price at which the Rights Entitlements will trade. The
details for trading in Rights Entitlements will be as specified by the Stock Exchanges from time to time.

The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights Entitlements is one
Rights Entitlements.

The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation, i.e., from
Tuesday, June 25, 2024 to Wednesday, July 3, 2024 (both days inclusive).

Page | 117
The Shareholders holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so through
their registered stock-brokers by quoting the ISIN: INE013820019 and indicating the details of the Rights Entitlements
they intend to trade.

The Shareholders can place order for sale of Rights Entitlements only to the extent of Rights Entitlements available in their
demat account.

The On Market Renunciation shall take place electronically on secondary market platform of NSE under automatic order
matching mechanism and on ‘T+2 rolling settlement basis’, where ‘T’ refers to the date of trading. The transactions will
be settled on trade-for-trade basis. Upon execution of the order, the stock-broker will issue a contract note in accordance
with the requirements of the Stock Exchange and the SEBI.

Off Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts by
way of an off-market transfer through a depository participant. The Rights Entitlements can be transferred in dematerialised
form only.

Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a
manner that the Rights Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing
Date to enable Renouncees to subscribe to the Equity Shares in the Issue.

The Shareholders holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do so through
their depository participant by issuing a delivery instruction slip quoting the ISIN: INE013820019, the details of the buyer
and the details of the Rights Entitlements they intend to transfer. The buyer of the Rights Entitlements (unless already
having given a standing receipt instruction) has to issue a receipt instruction slip to their depository participant. The
Shareholders can transfer Rights Entitlements only to the extent of Rights Entitlements available in their demat account.

The instructions for transfer of Rights Entitlements can be issued during the working hours of the depository participants.
The detailed rules for transfer of Rights Entitlements through off-market transfer shall be as specified by the NSDL and
CDSL from time to time.

MODE OF PAYMENT

All payments against the Application Forms shall be made only through ASBA facility. The Registrar will not accept any
payments against the Application Forms, if such payments are not made through ASBA facility.

In case of Application through the ASBA facility, the Shareholders agrees to block the entire amount payable on
Application with the submission of the Application Form, by authorizing the SCSB to block an amount, equivalent to the
amount payable on Application, in the Shareholder’s ASBA Account. The SCSB may reject the application at the time of
acceptance of Application Form if the ASBA Account, details of which have been provided by the Shareholders in the
Application Form does not have sufficient funds equivalent to the amount payable on Application mentioned in the
Application Form. Subsequent to the acceptance of the Application by the SCSB, our Company would have a right to reject
the Application on technical grounds as set forth in this Letter of offer.

After verifying that sufficient funds are available in the ASBA Account details of which are provided in the Application
Form, the SCSB shall block an amount equivalent to the Application Money mentioned in the Application Form until the
Transfer Date. On the Transfer Date, upon receipt of intimation from the Registrar, and pursuant to the finalization of the
Basis of Allotment as approved by the Designated Stock Exchange, the SCSBs shall transfer such amount as per the
Registrar’s instruction from the ASBA Account into the Allotment Account(s) which shall be a separate bank account
maintained by our Company, other than the bank account referred to in sub-section (3) of Section 40 of the Companies
Act, 2013. The balance amount remaining after the finalisation of the Basis of Allotment on the Transfer Date shall be
unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the respective SCSB.

In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stock invest scheme has
been withdrawn. Hence, payment through stock invest would not be accepted in this Issue.

Page | 118
Mode of payment for Resident Shareholders

All payments on the Application Forms shall be made only through ASBA facility. Applicants are requested to strictly
adhere to these instructions.

Mode of payment for Non-Resident Shareholders

As regards the Application by non-resident Shareholders, payment must be made only through ASBA facility and using
permissible accounts in accordance with FEMA, FEMA Rules and requirements prescribed by RBI and subject to the
following:

1. In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Equity
Shares can be remitted outside India, subject to tax, as applicable according to the Income-tax Act. However, please
note that conditions applicable at the time of original investment in our Company by the Eligible Equity Shareholder
including repatriation shall not change and remain the same for subscription in the Issue or subscription pursuant to
renunciation in the Issue.
2. Subject to the above, in case Equity Shares are Allotted on a non-repatriation basis, the dividend and sale proceeds of
the Equity Shares cannot be remitted outside India.
3. In case of an Application Form received from non-residents, Allotment, refunds and other distribution, if any, will be
made in accordance with the guidelines and rules prescribed by RBI as applicable at the time of making such Allotment,
remittance and subject to necessary approvals.
4. Application Forms received from non-residents/ NRIs, or persons of Indian origin residing abroad for Allotment of
Equity Shares shall, amongst other things, be subject to conditions, as may be imposed from time to time by RBI under
FEMA, in respect of matters including Refund of Application Money and Allotment.
5. In the case of NRIs who remit their Application Money from funds held in FCNR/NRE Accounts, refunds and other
disbursements, if any shall be credited to such account.
6. Non-resident Renouncees who are not Eligible Equity Shareholders must submit regulatory approval for applying for
additional Equity Shares.

BASIS FOR THIS ISSUE AND TERMS OF THIS ISSUE

The Equity Shares are being offered for subscription to the Eligible Equity Shareholders whose names appear as beneficial
owners as per the list to be furnished by the Depositories in respect of our Equity Shares held in dematerialised form and
on the register of members of our Company in respect of our Equity Shares held in physical form at the close of business
hours on the Record Date.

For principal terms of Issue such as face value, Issue Price, Rights Entitlement ratio, see “The Issue” beginning on
mentioned above.

Fractional Entitlements

The Rights Equity Shares are being offered on a rights basis to existing Eligible Public Equity Shareholders in the ratio of
4 Rights Equity Shares for every 5 fully paid-up Equity Shares held as on the Record Date. As per ASBA Circular, the
fractional entitlements are to be ignored. Accordingly, if the shareholding of any of the Eligible Equity Shareholders is less
than 5 Equity Shares or is not in the multiple of 5 Equity Shares, the fractional entitlements of such Eligible Equity
Shareholders shall be ignored by rounding down of their Rights Entitlements.

However, the Eligible Equity Shareholders whose fractional entitlements are being ignored, will be given preferential
consideration for the Allotment of one additional Rights Equity Share if they apply for additional Rights Equity Shares
over and above their Rights Entitlements, if any, subject to availability of Rights Equity Shares in this Issue post allocation
towards Rights Entitlements applied for.

Ranking

The Equity Shares to be issued and Allotted pursuant to this Issue shall be subject to the provisions of this Letter of offer,
the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and the Memorandum of Association
and the Articles of Association, the provisions of the Companies Act, 2013, FEMA, the SEBI ICDR Regulations, the SEBI
Listing Regulations, and the guidelines, notifications and regulations issued by SEBI, the Government of India and other
statutory and regulatory authorities from time to time, the terms of the Listing Agreements entered into by our Company
with the Stock Exchanges and the terms and conditions as stipulated in the Allotment advice. The Equity Shares to be

Page | 119
issued and Allotted under this Issue shall rank pari passu with the existing Equity Shares, in all respects including
dividends.

Listing and trading of the Equity Shares to be issued pursuant to this Issue

Subject to receipt of the listing and trading approvals, the Equity Shares proposed to be issued on a rights basis shall be
listed and admitted for trading on the Stock Exchange. Unless otherwise permitted by the SEBI ICDR Regulations, the
Equity Shares Allotted pursuant to this Issue will be listed as soon as practicable and all steps for completion of necessary
formalities for listing and commencement of trading in the Equity Shares will be taken within such period prescribed under
the SEBI ICDR Regulations. Our Company has received in-principle approval from the NSE through letter bearing
reference number NSE/LIST/40209 dated April 05, 2024. Our Company will apply to the Stock Exchanges for final
approvals for the listing and trading of the Equity Shares subsequent to their Allotment. No assurance can be given
regarding the active or sustained trading in the Equity Shares or the price at which the Equity Shares offered under this
Issue will trade after the listing thereof.

The existing Equity Shares are listed and traded on NSE (Scrip Code: KSHITIJPOL) under the ISIN: INE013801027. The
Equity Shares shall be credited to a temporary ISIN which will be frozen until the receipt of the final listing/ trading
approvals from the Stock Exchange. Upon receipt of such listing and trading approvals, the Equity Shares shall be debited
from such temporary ISIN and credited to the new ISIN for the Equity Shares and thereafter be available for trading and
the temporary ISIN shall be permanently deactivated in the depository system of CDSL and NSDL.

The listing and trading of the Equity Shares issued pursuant to this Issue shall be based on the current regulatory framework
then applicable. Accordingly, any change in the regulatory regime would affect the listing and trading schedule.

In case our Company fails to obtain listing or trading permission from the Stock Exchanges, our Company shall refund
through verifiable means/unblock the respective ASBA Accounts, the entire monies received/blocked within four days of
receipt of intimation from the Stock Exchanges, rejecting the application for listing of the Equity Shares, and if any such
money is not refunded/ unblocked within four days after our Company becomes liable to repay it, our Company and every
director of our Company who is an officer-in-default shall, on and from the expiry of the fourth day, be jointly and severally
liable to repay that money with interest at rates prescribed under applicable law.

Subscription to this Issue by our Promoter and members of the Promoter Group

For details of the intent and extent of subscription by our Promoter and members of the Promoter Group, see “Capital
Structure - Intention and extent of participation by our Promoter” mentioned above.

Rights of the Rights Equity Shareholder

Subject to applicable laws, the Rights Equity Shareholders shall have the following rights:

- The right to receive dividend, if declared;

- The right to attend general meetings and exercise voting powers, unless prohibited by law;
- The right to vote in person or by proxy;
- The right to receive offers for rights shares and be allotted bonus shares, if announced;
- The right to receive surplus on liquidation;
- The right to free transferability of Rights Equity Shares; and
- Such other rights as may be available to a shareholder of a listed public company under the Companies Act and
Memorandum of Association and Articles of Association.

General Terms of the Issue

Market Lot

The Equity Shares of our Company are tradable only in dematerialised form. The market lot for Rights Equity Shares in
dematerialised mode is one Equity Share.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as
the joint holders with the benefit of survivorship subject to the provisions contained in our Articles of Association. In case

Page | 120
of Equity Shares held by joint holders, the Application submitted in physical mode to the Designated Branch of the SCSBs
would be required to be signed by all the joint holders (in the same order as appearing in the records of the Depository) to
be considered as valid for allotment of Equity Shares offered in this Issue.

Nomination

Nomination facility is available in respect of the Equity Shares in accordance with the provisions of the Section 72 of the
Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debenture) Rules, 2014.

Since the Allotment is in dematerialised form, there is no need to make a separate nomination for the Equity Shares to be
allotted in this Issue. Nominations registered with the respective DPs of the Shareholders would prevail. Any Shareholders
holding Equity Shares in dematerialised form and desirous of changing the existing nomination is requested to inform its
Depository Participant.

Arrangements for Disposal of Odd Lots

The Equity Shares shall be traded in dematerialised form only and, therefore, the marketable lot shall be One Equity Share
and hence, no arrangements for disposal of odd lots are required.

Notices

In accordance with the SEBI ICDR Regulations and the SEBI Right Issue Circulars, the Abridged Letter of Offer, the
Application Form, the Rights Entitlement Letter and other Issue material will be sent/ dispatched only to the Eligible Equity
Shareholders who have provided Indian address. In case such Eligible Equity Shareholders have provided their valid e-
mail address, the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material
will be sent only to their valid e-mail address and in case such Eligible Equity Shareholders have not provided their e-mail
address, then the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material
will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them.

Further, this Letter of Offer will be sent/ dispatched to the Eligible Equity Shareholders who have provided Indian address
and who have made a request in this regard. In case such Eligible Equity Shareholders have provided their valid e-mail
address, the Letter of Offer will be sent only to their valid e-mail address and in case such Eligible Equity Shareholders
have not provided their e-mail address, then the Letter of Offer will be dispatched, on a reasonable effort basis, to the Indian
addresses provided by them.

All notices to the Eligible Equity Shareholders required to be given by our Company shall be published in one English
language national daily newspaper with wide circulation and one Marathi language national daily newspaper with wide
circulation being the regional language of Maharashtra, where our Registered Office is situated.

This Letter of Offer, the Abridged Letter of Offer and the Application Form shall also be submitted with the Stock
Exchanges for making the same available on their websites.

Offer to Non-Resident Eligible Equity Shareholders/Shareholders

As per Rule 7 of the FEMA Rules, RBI has given general permission to Indian companies to issue Equity Shares to non-
resident Equity Shareholders including additional Equity Shares. Further, as per the Master Direction on Foreign
Investment in India dated January 4, 2018 issued by RBI, non-residents may, amongst other things, (i) subscribe for
additional shares over and above their Rights Entitlements; (ii) renounce the shares offered to them either in full or part
thereof in favour of a person named by them; or (iii) apply for the shares renounced in their favour. Applications received
from NRIs and non-residents for allotment of Equity Shares shall be, amongst other things, subject to the conditions
imposed from time to time by RBI under FEMA in the matter of Application, refund of Application Money, Allotment of
Equity Shares and issue of Rights Entitlement Letters/ letters of Allotment/Allotment advice. If a non-resident or NRI
Shareholders has specific approval from RBI or any other governmental authority, in connection with his shareholding in
our Company, such person should enclose a copy of such approval with the Application details and send it to the Registrar
at KFIN Technologies Limited at [email protected]. It will be the sole responsibility of the Shareholders to ensure
that the necessary approval from the RBI or the governmental authority is valid in order to make any investment in the
Issue and our Company will not be responsible for any such allotments made by relying on such approvals.

Page | 121
The Abridged Letter of Offer, the Rights Entitlement Letter and Application Form shall be sent only to the Indian addresses
of the non-resident Eligible Equity Shareholders on a reasonable efforts basis, who have provided an Indian address to our
Company and located in jurisdictions where the offer and sale of the Equity Shares may be permitted under laws of such
jurisdictions, Eligible Equity Shareholders can access this Letter Offer, the Abridged Letter of Offer and the Application
Form (provided that the Eligible Equity Shareholder is eligible to subscribe for the Equity Shares under applicable securities
laws) from the websites of the Registrar, our Company, and the Stock Exchanges. Further, Application Forms will be made
available at Registered Office of our Company for the non-resident Indian Applicants. Our Board may at its absolute
discretion, agree to such terms and conditions as may be stipulated by RBI while approving the Allotment. The Equity
Shares purchased by non-residents shall be subject to the same conditions including restrictions in regard to the repatriation
as are applicable to the original Equity Shares against which Equity Shares are issued on rights basis.

In case of change of status of holders, i.e., from resident to non-resident, a new demat account must be opened. Any
Application from a demat account which does not reflect the accurate status of the Applicant is liable to be rejected at the
sole discretion of our Company.

Please also note that pursuant to Circular No. 14 dated September 16, 2003 issued by RBI, Overseas Corporate Bodies
(“OCBs”) have been derecognized as an eligible class of Shareholders and RBI has subsequently issued the Foreign
Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003.
Any Shareholders being an OCB is required not to be under the adverse notice of RBI and in order to apply for this issue
as an incorporated non-resident must do so in accordance with the FDI Circular 2020 and Foreign Exchange Management
(Non-Debt Instrument) Rules, 2019.

The non-resident Eligible Equity Shareholders can update their Indian address in the records maintained by the Registrar
and our Company by submitting their respective copies of self-attested proof of address, passport, etc. by mail at
[email protected].

ALLOTMENT OF THE EQUITY SHARES IN DEMATERIALIZED FORM

PLEASE NOTE THAT THE EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE ALLOTTED ONLY
IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH OUR EQUITY
SHARES ARE HELD BY SUCH SHAREHOLDERS ON THE RECORD DATE. FOR DETAILS, SEE
“ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA ACCOUNTS” AS MENTIONED ABOVE

Issue Schedule
Last date for credit of Rights entitlements Thursday, June 20, 2024
Issue opening date Tuesday, June 25, 2024
Last Date on Market Renunciation of Rights Entitlements# Wednesday, July 3, 2024
Issue Closing Date* Tuesday, July 9, 2024
Finalisation of Basis of Allotment (On or About) Monday, July 15, 2024
Date of Allotment (On or About) Tuesday, July 16, 2024
Date of Credit (On or About) Thursday, July 18, 2024
Date of Listing (On or About) Monday, July 22, 2024
# Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such
a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing
Date.

* Our Board or the Rights Issue Committee, duly constituted and authorized by the Board of Directors in their meeting
held on January 31, 2024, thereof will have the right to extend the Issue Period as it may determine from time to time but
not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of
Application shall be permitted by any Applicant after the Issue Closing Date.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not
provided the details of their demat accounts to our Company or to the Registrar, they are required to provide their demat
account details to our Company or the Registrar not later than two Working Days prior to the Issue Closing Date, i.e.,
Friday, July 5, 2024 to enable the credit of the Rights Entitlements by way of transfer from the demat suspense escrow
account to their respective demat accounts, at least one day before the Issue Closing Date, i.e., Monday, July 8, 2024.

Page | 122
Basis of Allotment

Subject to the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the
Application Form, the Articles of Association and the approval of the Designated Stock Exchange, our Board will proceed
to allot the Equity Shares in the following order of priority:

(a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlements of Equity Shares
either in full or in part and also to the Renouncee(s) who has or have applied for Equity Shares renounced in their
favour, in full or in part.
(b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity Shareholders with
zero entitlement, would be given preference in allotment of one additional Equity Share each if they apply for
additional Equity Shares. Allotment under this head shall be considered if there are any unsubscribed Equity Shares
after allotment under (a) above. If number of Equity Shares required for Allotment under this head are more than the
number of Equity Shares available after Allotment under (a) above, the Allotment would be made on a fair and
equitable basis in consultation with the Designated Stock Exchange and will not be a preferential allotment.
(c) Allotment to the Eligible Equity Shareholders who having applied for all the Equity Shares offered to them as part of
this Issue, have also applied for additional Equity Shares. The Allotment of such additional Equity Shares will be made
as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record
Date, provided there are any unsubscribed Equity Shares after making full Allotment in (a) and (b) above. The
Allotment of such Equity Shares will be on equitable basis giving due regard to the holdings as on the record date and
will not be a preferential allotment.
(d) Allotment to Renouncees who having applied for all the Equity Shares renounced in their favour, have applied for
additional Equity Shares provided there is surplus available after making full Allotment under (a), (b) and (c) above.
The Allotment of such Equity Shares will be made on a proportionate basis in consultation with the Designated Stock
Exchange, as a part of this Issue and will not be a preferential allotment.
(e) Allotment to any other person, subject to applicable laws, that our Board may deem fit, provided there is surplus
available after making Allotment under (a), (b), (c) and (d) above, and the decision of our Board in this regard shall be
final and binding.

After taking into account Allotment to be made under (a) to (d) above, if there is any unsubscribed portion, the same shall
be deemed to be ‘unsubscribed’.

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the Controlling
Branches, a list of the Shareholders who have been allocated Equity Shares in this Issue, along with:

i) The amount to be transferred from the ASBA Account to the separate bank account opened by our Company for this
Issue, for each successful Application;
ii) The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and
iii) The details of rejected ASBA applications, if any, to enable the SCSBs to unblock the respective ASBA Accounts.

Further, the list of Applicants eligible for refund with corresponding amount will also be shared with Escrow Collection
Bank(s) to refund such Applicants.

ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA ACCOUNTS

Our Company will send/ dispatch Allotment advice, refund intimations or demat credit of securities and/or letters of regret,
only to the Eligible Equity Shareholders who have provided Indian address. In case such Eligible Equity Shareholders have
provided their valid e-mail address, Allotment advice, refund intimations or demat credit of securities and/or letters of
regret will be sent only to their valid e-mail address and in case such Eligible Equity Shareholders have not provided their
e-mail address, then the Allotment advice, refund intimations or demat credit of securities and/or letters of regret will be
dispatched, on a reasonable effort basis, to the Indian addresses provided by them; along with crediting the Allotted Equity
Shares to the respective beneficiary accounts (only in dematerialised mode) or in a demat suspense account (in respect of
Eligible Equity Shareholders holding Equity Shares in physical form on the Allotment Date) or issue instructions for
unblocking the funds in the respective ASBA Accounts, if any, within a period of 4 days from the Issue Closing Date. In
case of failure to do so, our Company and our Directors who are “officers in default” shall pay interest at 15% p.a. and
such other rate as specified under applicable law from the expiry of such 4 days’ period.

The Rights Entitlements will be credited in the dematerialized form using electronic credit under the depository system and
the Allotment advice shall be sent, through an e-mail, to the e-mail address provided to our Company or at the address
recorded with the Depository.

Page | 123
In the case of non-resident Shareholders who remit their Application Money from funds held in the NRE or the FCNR
Accounts, unblocking and/or payment of interest or dividend and other disbursements, if any, shall be credited to such
accounts.

Where an Applicant has applied for additional Equity Shares in the Issue and is allotted a lesser number of Equity Shares
than applied for, the excess Application Money paid/blocked shall be refunded/unblocked. The unblocking of ASBA funds
/ refund of monies shall be completed be within such period as prescribed under the SEBI ICDR Regulations. In the event
that there is a delay in making refunds beyond such period as prescribed under applicable law, our Company shall pay the
requisite interest at such rate as prescribed under applicable law.

PAYMENT OF REFUND

Mode of making refunds

The payment of refund, if any, including in the event of oversubscription or failure to list or otherwise would be done
through any of the following modes.

Unblocking amounts blocked using ASBA facility.

NACH – National Automated Clearing House is a consolidated system of electronic clearing service. Payment of refund
would be done through NACH for Applicants having an account at one of the centres specified by RBI, where such facility
has been made available. This would be subject to availability of complete bank account details including MICR code
wherever applicable from the depository. The payment of refund through NACH is mandatory for Applicants having a
bank account at any of the centres where NACH facility has been made available by RBI (subject to availability of all
information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the
depositories), except where Applicant is otherwise disclosed as eligible to get refunds through NEFT or Direct Credit or
RTGS.

National Electronic Fund Transfer (“NEFT”) – Payment of refund shall be undertaken through NEFT wherever the
Shareholders’ bank has been assigned the Indian Financial System Code (“IFSC Code”), which can be linked to a MICR,
allotted to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior
to the date of payment of refund, duly mapped with MICR numbers. Wherever the Shareholders have registered their nine
digit MICR number and their bank account number with the Registrar to our Company or with the Depository Participant
while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank
branch and the payment of refund will be made to the Shareholders through this method.

Direct Credit – Shareholders having bank accounts with the Banker(s) to the Issue shall be eligible to receive refunds
through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by our Company.

RTGS – If the refund amount exceeds ` 2,00,000, the Shareholders have the option to receive refund through RTGS. Such
eligible Shareholders who indicate their preference to receive refund through RTGS are required to provide the IFSC Code
in the Application Form. In the event the same is not provided, refund shall be made through NACH or any other eligible
mode. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company. Charges, if any, levied
by the Shareholder’s bank receiving the credit would be borne by the Shareholders.

For all other Shareholders, the refund orders will be dispatched through speed post or registered post subject to applicable
laws. Such refunds will be made by cheques, pay orders or demands drawn in favour of the sole/first Shareholders and
payable at par.

Credit of refunds to Shareholders in any other electronic manner, permissible by SEBI from time to time.

Refund payment to non-residents The Application Money will be unblocked in the ASBA Account of the non-resident
Applicants, details of which were provided in the Application Form.

ALLOTMENT ADVICE OR DEMAT CREDIT OF SECURITIES

Receipt of the Equity Shares in Dematerialized Form

Page | 124
The demat credit of securities to the respective beneficiary accounts will be credited within 15 days from the Issue Closing
Date or such other timeline in accordance with applicable laws.

PLEASE NOTE THAT THE EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN BE ALLOTTED
ONLY IN DEMATERIALIZED FORM AND TO (A) THE SAME DEPOSITORY ACCOUNT/
CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY SUCH SHAREHOLDERS ON
THE RECORD DATE, OR (B) THE DEPOSITORY ACCOUNT, DETAILS OF WHICH HAVE BEEN
PROVIDED TO OUR COMPANY OR THE REGISTRAR AT LEAST TWO WORKING DAYS PRIOR TO THE
ISSUE CLOSING DATE BY THE ELIGIBLE EQUITY SHAREHOLDER HOLDING EQUITY SHARES IN
PHYSICAL FORM AS ON THE RECORD DATE.

Shareholders shall be allotted the Equity Shares in dematerialized (electronic) form. Our Company has signed an agreement
with NSDL and with CDSL which enables the Shareholders to hold and trade in the securities issued by our Company in
a dematerialized form, instead of holding the Equity Shares in the form of physical certificates.

SHAREHOLDERS MAY PLEASE NOTE THAT THE EQUITY SHARES CAN BE TRADED ON THE STOCK
EXCHANGES ONLY IN DEMATERIALIZED FORM.

The procedure for availing the facility for Allotment of Equity Shares in this Issue in the dematerialized form is as under:

i) Open a beneficiary account with any depository participant (care should be taken that the beneficiary account should
carry the name of the holder in the same manner as is registered in the records of our Company. In the case of joint
holding, the beneficiary account should be opened carrying the names of the holders in the same order as registered in
the records of our Company). In case of Shareholders having various folios in our Company with different joint
holders, the Shareholders will have to open separate accounts for such holdings. Those Shareholders who have already
opened such beneficiary account(s) need not adhere to this step.
ii) It should be ensured that the depository account is in the name(s) of the Shareholders and the names are in the same
order as in the records of our Company or the Depositories.
iii) The responsibility for correctness of information filled in the Application Form vis-a-vis such information with the
Shareholder’s depository participant, would rest with the Shareholders. Shareholders should ensure that the names of
the Shareholders and the order in which they appear in Application Form should be the same as registered with the
Shareholder’s depository participant.
(iv) If incomplete or incorrect beneficiary account details are given in the Application Form, the Shareholders will not get
any Equity Shares and the Application Form will be rejected.
(v) The Equity Shares will be allotted to Applicants only in dematerialized form and would be directly credited to the
beneficiary account as given in the Application Form after verification or demat suspense account (pending receipt of
demat account details for resident Eligible Equity Shareholders holding Equity Shares in physical form/ with IEPF
authority/ in suspense, etc.). Allotment advice, refund order (if any) would be sent directly to the Applicant by e-mail
and, if the printing is feasible, through physical dispatch, by the Registrar but the Applicant’s depository participant
will provide to him the confirmation of the credit of such Equity Shares to the Applicant’s depository account.
(vi) Non-transferable Allotment advice/ refund intimation will be directly sent to the Shareholders by the Registrar, by e-
mail and, if the printing is feasible, through physical dispatch.
(vii) Renouncees will also have to provide the necessary details about their beneficiary account for Allotment of Equity
Shares in this Issue. In case these details are incomplete or incorrect, the Application is liable to be rejected.

IMPERSONATION

As a matter of abundant caution, attention of the Shareholders is specifically drawn to the provisions of Section 38 of the
Companies Act, 2013 which is reproduced below:

“Any person who makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or otherwise induces directly or
indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall
be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ` 0.1 crore
or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term of not less than six months
extending up to 10 years (provided that where the fraud involves public interest, such term shall not be less than three
years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount.

Page | 125
In case the fraud involves (i) an amount which is less than ` 0.1 crore or 1% of the turnover of the company, whichever is
lower; and (ii) does not involve public interest, then such fraud is punishable with an imprisonment for a term extending
up to five years or a fine of an amount extending up to ` 0.5 crore or with both.

UTILISATION OF ISSUE PROCEEDS

Our Board declares that:

A. All monies received out of this Issue shall be transferred to a separate bank account;
B. Details of all monies utilized out of this Issue referred to under (A) above shall be disclosed, and continue to be
disclosed till the time any part of the Issue Proceeds remains unutilised, under an appropriate separate head in the
balance sheet of our Company indicating the purpose for which such monies have been utilised; and
C. Details of all unutilized monies out of this Issue referred to under (A) above, if any, shall be disclosed under an
appropriate separate head in the balance sheet of our Company indicating the form in which such unutilized monies
have been invested.

UNDERTAKINGS BY OUR COMPANY

Our Company undertakes the following:

i) The complaints received in respect of this Issue shall be attended to by our Company expeditiously and satisfactorily.
ii) All steps for completion of the necessary formalities for listing and commencement of trading at all Stock Exchanges
where the Equity Shares are to be listed will be taken by our Board within seven Working Days of finalization of Basis
of Allotment.
iii) The funds required for making refunds / unblocking to unsuccessful Applicants as per the mode(s) disclosed shall be
made available to the Registrar by our Company.
iv) Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the
Shareholders within 4 days of the Issue Closing Date, giving details of the banks where refunds shall be credited along
with amount and expected date of electronic credit of refund.
v) In case of refund / unblocking of the Application Money for unsuccessful Applicants or part of the Application Money
in case of proportionate Allotment, a suitable communication shall be sent to the Applicants.
vi) Adequate arrangements shall be made to collect all ASBA Applications.
vii) Our Company shall comply with such disclosure and accounting norms specified by SEBI from time to time.

SHAREHOLDERS GRIEVANCES, COMMUNICATION AND IMPORTANT LINKS

1. Please read this Letter of Offer carefully before taking any action. The instructions contained in the Application Form,
Abridged Letter of Offer and the Rights Entitlement Letter are an integral part of the conditions of this Letter of Offer
and must be carefully followed; otherwise the Application is liable to be rejected.
2. All enquiries in connection with this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or
Application Form must be addressed (quoting the Registered Folio Number in case of Eligible Equity Shareholders
who hold Equity Shares in physical form as on Record Date or the DP ID and Client ID number, the Application Form
number and the name of the first Eligible Equity Shareholder as mentioned on the Application Form and super scribed
“[●]” on the envelope and postmarked in India or in the e-mail) to the Registrar at the following address:

KFIN TECHNOLOGIES LIMITED

Selenium Tower-B, Plot No. 31-32, Gachibowli, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Telangana – 500 032.
Tel: +91-40-6716-2222/+91 1800 309 4001;
Fax No.: +91-40-6716-1563
Email: [email protected]
Website: www.kfintech.com
Investors Grievance E-mail: [email protected]
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221
CIN: L72400TG2017PLC117649

3. In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic dedicated
Shareholders helpdesk for guidance on the Application process and resolution of difficulties faced by the Shareholders

Page | 126
 will be available on the website of the Registrar (i.e, KFIN TECHNOLOGIES LIMITED at
https://rights.kfintech.com).
4. Frequently asked questions and online/ electronic dedicated Shareholders helpdesk for guidance on the Application
process and resolution of difficulties faced by the Shareholders: https://rights.kfintech.com).
5. Updation of Indian address/ e-mail address/ phone or mobile number in the records maintained by the Registrar or our
Company: https://rights.kfintech.com).
6. Updation of demat account details by Eligible Equity Shareholders holding shares in physical form:
https://rights.kfintech.com).
7. Submission of self-attested PAN, client master sheet and demat account details by non- resident Eligible Equity
Shareholders: [email protected]..
8. This Issue will remain open for a minimum 7 days. However, our Board will have the right to extend the Issue Period
as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue
Closing Date).

Page | 127
 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government of India and
FEMA. While the Industrial Policy, 1991, of the Government of India, prescribes the limits and the conditions subject to
which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in
which such investment may be made. The Union Cabinet, as provided in the Cabinet Press Release dated May 24, 2017,
has given its approval for phasing out the FIPB. Under the Industrial Policy, 1991, unless specifically restricted, foreign
investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but
the foreign investor is required to follow certain prescribed procedures for making such investment. Accordingly, the
process for foreign direct investment (“FDI”) and approval from the Government of India will now be handled by the
concerned ministries or departments, in consultation with the Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (formerly known as the Department of Industrial Policy and
Promotion) (“DPIIT”), Ministry of Finance, Department of Economic Affairs, FIPB section, through a memorandum dated
June 5, 2017, has notified the specific ministries handling relevant sectors.

The Government has, from time to time, made policy pronouncements on FDI through press notes and press releases. The
DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Circular 2020”), which, with effect from October 15,
2020, consolidated and superseded all previous press notes, press releases and clarifications on FDI issued by the DPIIT
that were in force and effect as on October 15, 2020. The Government proposes to update the consolidated circular on FDI
policy once every year and therefore, FDI Circular 2020 will be valid until the DPIIT issues an updated circular.

The Government of India has from time to time made policy pronouncements on FDI through press notes and press releases
which are notified by RBI as amendments to FEMA. In case of any conflict, the relevant notification under Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019 will prevail. The payment of inward remittance and reporting
requirements are stipulated under the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt
Instruments) Regulations, 2019 issued by RBI The FDI Circular 2020, issued by the DPIIT, consolidates the policy
framework in place as on October 15, 2020, and supersedes all previous press notes, press releases and clarifications on
FDI issued by the DPIIT that were in force and effect as on October 15, 2020.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI, provided
that (i) the activities of the investee company falls under the automatic route as provided in the FDI Policy and FEMA and
transfer does not attract the provisions of the Takeover Regulations; (ii) the non- resident shareholding is within the sectorial
limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI and RBI.

No investment under the FDI route (i.e. any investment which would result in the investor holding 10% or more of the
fully diluted paid-up equity share capital of the Company or any FDI investment for which an approval from the
government was taken in the past) will be allowed in the Issue unless such application is accompanied with necessary
approval or covered under a pre-existing approval from the government. It will be the sole responsibility of the investors
to ensure that the necessary approval or the pre-existing approval from the government is valid in order to make any
investment in the Issue. Our Company will not be responsible for any allotments made by relying on such approvals.

Please also note that pursuant to Circular no. 14 dated September 16, 2003 issued by RBI, Overseas Corporate Bodies
(“OCBs”) have been derecognized as an eligible class of investors and RBI has subsequently issued the Foreign Exchange
Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Any Investor
being an OCB is required not to be under the adverse notice of RBI and in order to apply for this issue as a incorporated
non-resident must do so in accordance with the FDI Circular 2020 and Foreign Exchange Management (Non-Debt
Instrument) Rules, 2019. Further, while investing in the Issue, the Investors are deemed to have obtained the necessary
approvals, as required, under applicable laws and the obligation to obtain such approvals shall be upon the Investors. Our
Company shall not be under an obligation to obtain any approval under any of the applicable laws on behalf of the Investors
and shall not be liable in case of failure on part of the Investors to obtain such approvals.

The above information is given for the benefit of the Applicants / Investors. Our Company is not liable for any amendments
or modification or changes in applicable laws or regulations, which may occur after the date of this Letter of Offer. Investors
are advised to make their independent investigations and ensure that the number of Equity Shares applied for do not exceed
the applicable limits under laws or regulations.

Page | 128
 SECTION XI – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The contracts referred to in para (A) below (not being contracts entered into in the ordinary course of business carried on
by our Company) which are or may be deemed material have been entered into by our Company.

The contracts together with the documents enlisted below may be inspected online, on website of the company on
www.kshitijpolyline.co.in and physically at the registered office of our Company between 11.00 a.m. to 5.00 p.m. on any
working day from the date of the Letter of Offer until the closure of the subscription list.

A. MATERIAL CONTRACTS

1. Registrar Agreement dated February 9, 2024 between our Company and Registrar to the Issue.

2. Banker to the Issue Agreement dated May 27, 2024 between our Company, Axis Bank Limited, and Registrar to the
Issue.

3. Tripartite agreement dated August 9, 2018 amongst our Company, NSDL and the Registrar to the Issue; and

4. Tripartite agreement dated July 12, 2018 amongst our Company, CDSL and the Registrar to the Issue

B. DOCUMENTS FOR INSPECTION

1. Certified True Copy of Memorandum & Articles of Association of our Company.

2. Certificate of incorporation dated March 26, 2008 issued to our Company upon incorporation.

3. Resolution of the Board of Directors under section 62 of Companies Act, 2013 passed in its meeting dated January 31,
2024 authorising the Issue.

4. Consents of the Directors, Company Secretary and Compliance Officer, Statutory and Peer Reviewed Auditors,
Advisor to the Issue, and Registrar to the Issue and Bankers’ to the issue to include their names in this Letter of Offer
to act in their respective capacities.

5. Annual report of our Company for the financial year ended March 31, 2023, 2022 and 2021.

6. Audited Financial Statement (Standalone and Consolidated) for the year ended on March 31, 2024.

7. Fund Deployment Certificate dated June 13, 2024 received from VRCA & Associates, Chartered Accountants,
regarding expenditure incurred on the proposed object of the Issue and source of deployed fund.

8. A statement of possible special tax benefits dated January 31, 2024 received from VRCA & Associates, Chartered
Accountants, regarding possible special tax benefits available to our Company and shareholders.

9. In-principle listing approval no. NSE/LIST/40209 dated April 5, 2024 from NSE under Regulation 28(1) of the SEBI
Listing Regulation.

Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if so required
in the interest of our Company or if required by the other parties, without reference to the Equity Shareholders, subject to
compliance with applicable law.

Page | 129
 DECLARATION

We hereby declare that all relevant provisions of the Companies Act and the guidelines/regulations issued by the
Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under
section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement made in this Letter of Offer is contrary to the provisions of the Companies Act, the Securities and Exchange
Board of India Act, 1992 or the rules made or guidelines or regulations issued thereunder, as the case may be. We further
certify that all statements in this Letter of Offer are true and correct.

Name Signature

Manisha Chordia Sd/-

Non-Executive Director
DIN: 06530154

Vineeta Jain Sd/-

Chairman & Executive Director
DIN: 10481057

Mahendra Kumar Jain Sd/-

Chairman & Executive Director & CFO
DIN: 09765526

Rushiraj Zaverbhai Patel Sd/-

Independent Director
DIN: 08017580

Mayur Jitendra Thakar Sd/-

Independent Director
DIN: 08156395

Ruhini Kumar Chakraborty Sd/-

Independent Director
DIN: 08124270

Ms. Nikita Mehta Sd/-

Company Secretary and Compliance Officer
PAN: COUPM7988H

Place: Mumbai
Date: June 18, 2024

Page | 130