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Serial No.: KTL/GMN/02-2017-18

NOTICE OF POSTAL BALLOT[Pursuant to Section 110 of the Companies Act, 2013 and applicable Rules thereunder]

Dear Member,Notice is hereby given that pursuant to Section 110 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with Companies(Management and Administration) Rules, 2014 (hereinafter referred to as "the Rules") (including any statutory modification(s) or re-enactment thereof, for the time being in force), that the resolution appended below are proposed to be passed by the Members throughPostal Ballot/Electronic Voting (e-voting). The explanatory statement pertaining to the aforesaid resolutions setting out the material factsconcerning each item and reasons thereof is annexed hereto with a Postal Ballot Form for your consideration.

The Board of Directors of the Company has appointed M/s. M.S. Buchasia & Associates, Companies Secretaries in Whole TimePractice (Ahmedabad) (ICSI Membership no.: 5843, COP: 4156), as the Scrutinizer for conducting the Postal ballot/ E-voting process ina fair and transparent manner.

Members are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in theenclosed self-addressed pre- paid Business Reply Envelope. The duly completed Postal Ballot Form(s) should reach the Scrutinizer not laterthan 5:00 PM on December 30, 2017 which is last date for receipt of completed Postal Ballot Form(s). Postal Ballot Form(s) received afterthis date and time will be considered as invalid.

We are pleased to offer remote e-voting facility also as an alternate for our Members which would enable you to cast your voteselectronically, instead of sending physical Postal Ballot Form. Remote E-voting is optional. Please carefully read and follow the instructionson remote-voting printed in this Notice. If a Shareholder has voted through e-voting facility, that person is not required to send the PostalBallot Form. If a Shareholder votes through e-voting facility as well as cast their vote through the Postal Ballot Form, the votes cast throughe-voting shall only be considered by the Scrutinizer and voting done by Postal Ballot will be treated as invalid.

The Scrutinizer will submit his report to the Chairman or Company Secretary of the Company after the completion of the scrutiny of thePostal Ballots (including e-voting). The result of postal ballot shall be declared on or before January 02, 2018 at the company's registeredoffice and will be communicate to the Stock Exchanges, depository, registrar and share transfer agents and shall also be displayed at thecompany's website: www.kushallimited.com and CDSL website: www.cdslindia.com

RESOLUTIONS:ITEM NO. 1 - To amend the Main Object Clause of the Memorandum of Association of the company.To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:"RESOLVED THAT pursuant to the provisions of Section 4 , 13 and all other applicable provisions, if any, of the Companies Act, 2013(including any amendment thereto or re-enactment thereof), and subject to necessary approval(s), consent(s), permissions and sanctions,if any, from the Registrar of Companies, Gujarat and/or any other appropriate authority(ies), which the Board of Directors is authorisedto accept as it may deem fit, the approval of the members of the Company be and is hereby accorded for effecting the followingmodifications, additions and amendments in the existing Memorandum of Association of the Company:-

(a) Alteration of the existing sub clauses 4(a) and 4(b) of Clause III (A) by deleting the word 'Architects' from the first lines ofthe said sub- clauses;

(b) Insertion of the following sub-clause after the existing sub-clause (5) (c) of Clause III (A):

6. To carry on the business to own, establish, acquire, run, operate, manage, maintain, develop, promote, administer, advertise, either onits own or through franchisee fully equipped schools, pre-schools, kindergarten, day care, hostels, colleges, educational institutes,universities including deemed or autonomous universities, to promote and disseminate knowledge, create awareness and provide acommon forum of interaction amongst academicians, professionals and government agencies, establish effective co-ordination, toorganise training courses and special programmes to impart training, education in all disciplines, online, distinct, correspondencecourses, distance education programmes or courses, coaching classes for any stream, any level, any profession, courses for informationtechnology, computer technology, software, hardware, networking, any certified or recognised courses, all types of school, university orany recognized institute courses whether aided or unaided, to provided preparatory coaching for becoming proficient in professionallearning including online and offline Competitive Entrance Examinations and training programmes for personality development, soft skills,communication skills, creative teaching, behaviour skills, trade-commerce-business management, scientific and research and to conductall types of seminar, training programmes, skilled development programmes and to develop computer software, hardware, web enabledapplication, information technology related products and also to provide consultancy relating thereto, and to assist the promotion andadvancement of trade, commerce, art, science, technology or whatsoever.

7. To carry on the business as weavers or otherwise manufacturers, buyers, sellers, importers, exporters, job worker, agent, sub-agent,distributors, commission agents, representative, warehouseman, merchant, trader, stockiest and dealers of silk, art silk, synthetic,woolen and cotton fabrics and other fibrous and textile products including dressing and furnishing materials, uniforms, readymadegarments, carpets and carpet backing, blankets padding knitted goods, woven bags, hosiery gloves, yarn and sewing thread andalso includes packing, grading, crimping, twisting, texturing, bleaching dyeing, printing, mercerizing or otherwise processing yarn,cloth, carpets, blankets and other textile goods, whether made from cotton, jute, wool, silk, art silk, synthetic and other fibers orblends thereof.

CIN: L74110GJ2000PLC037472Reg Office : Plot No. 115, Kushal House, Opp. Hotel Nest,

Off. C.G Road, Navrangpura, Ahmedabad-380 009, Gujarat.Phone : 079-26408027 Fax : 079-26404027

Email : cs@kushaltradelink.com website : www.kushallimited.com

KUSHALLIMITED

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8. To manufacture, produce, refine, process, grower, fermentators, distillers, inventor, convertor, formulate, buy, sell, import, export,bottlers, packers, movers, preservers, stockiest, agent, sub-agent, merchant distributors, consignors, jobbers, brokers, or otherwisedeal in basic drugs, phyto chemicals, plant extracts, dues, pesticides and their intermediates, laboratory and scientific chemicalsused or cable of being used in the pharmaceuticals, textiles, agriculture, fertilizers, petrochemicals or any other industry and tradeor laboratory including industrial chemicals or any other mixture, derivatives and compound thereof, drug intermediates, anychemicals, heavy or fine, organic, herbal, ayurvedic, agro-chemicals, aromatic chemicals, dyes and dyes intermediates,pharmaceuticals, veterinary, medicinal, herbal, bacteriological, biological, chemicals and all allied chemicals and products thereof,and it also includes all kinds and varieties of cosmetics, non-prescribed drugs, health care products, food preservatives andadditives, fast foods, artificial flavouring, artificial dyes and colouring agents, oleoresins, beauty and skin care products, perfumes,colognes, food supplements, health aids, glamour products and devices and lubricants.

9. To carry on in India or elsewhere the business to develop, construct, acquire, establish and maintain, operate, run, manage oradminister hospitals, medicare, health care, diagnostic centres, health aids, and research centres, health sanatorium, clinics, daycare centres, health resorts, health spas, hospices, which includes managing patient information and records, clinical information,radiology and laboratory information, financial records, insurance claims, and operations of hospitals, medical practices, clinics,pharmacies and laboratories and also includes to make investment in educational institutions, schools, colleges, technicaleducational institutes for imparting medical and healthcare education and management training including in the fields of medicine,nursing, physical medicine and rehabilitative medicine, pharmacy and allied medical administration and management of such medicalinstitutions including Health and Hospital Management Training and Development, Pharmaceutical Management, Programmes forskills and competency development, Training and certification of professionals.

10. To carry on the business of manufacturers of and dealers in all kinds and classes of paper, computer stationery, board and pulpincluding writing paper, printing papers, absorbent paper, newsprint paper, wrapping paper, tissue paper, cover paper, blotting paper,filter paper, antique paper, ivory finish paper, art paper, executive bond paper, cloth lined paper aurelaid and woven paper, creamlaid, greaseproof paper, gummed paper, handmade paper, parchment paper, drawing paper, kraft paper, manilla paper, enveloppaper, tracing paper, vellum paper, water proof paper, photographic paper, glass paper, emery paper, paste board, card board, strawboard, leather board, mill board, corrugated board, duplex and triplex board, hard boards, plywood boards, post cards, visiting cards,soda pulp, mechanical pulp, sulphite pulp, semi chemical pulp and all kind of articles in the manufacture of which any form paperboard or pulp is used and also to deal in and packing materials and packages made of whatever materials /substances andcompounds including paper, jute, cotton, rubber, plastic, glass, board and wood.

"RESOLVED FURTHER THAT the existing Memorandum of Association of the Company, duly modified as aforesaid, or as suggested byany appropriate authority and accepted by the Board, be adopted as the Memorandum of Association of the Company."

ITEM NO. 2 - Appointment of Statutory Auditor to fill Casual Vacancy.To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:"RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 readwith the Companies (Audit and Auditors) Rules, 2014, as amended from time to time or any other law for the time being in force (includingany statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s. Shailesh Shah & Co., CharteredAccountants, Ahmedabad (Firm Registration Number: 114226W) be and are hereby appointed as Statutory Auditors of the Company to fillthe casual vacancy caused by the resignation M/s Devadiya & Associates, Chartered Accountants, Ahmedabad (Firm RegistrationNumber:123045W)."

"RESOLVED FURTHER THAT, M/s. Shailesh Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration Number: 114226W) shallbe entitled to hold the office of the Statutory Auditors of the Company up to the conclusion of the ensuring Annual General Meeting onsuch remuneration as may be fixed by the Board of Directors in consultation with the Audit Committee and the Auditors."

"RESOLVED FURTHER THAT the Board of Directors of the Company and/or the Audit Committee be and are hereby severally authorisedto do all such acts and deeds, as may be necessary to give effect to the above resolution."

By the Order of BoardFor Kushal Limited

SD/-CS Khushboo Surana(Company Secretary)

November 21, 2017Ahmedabad

NOTES:1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts is annexed hereto.2. The Notice is being sent to all the Members, whose names appear in the Register of Members / Record of Depositories as on Friday,

November 24, 2017 i.e. "the cut-off date".3. In compliance of the provisions of section 108 of the Companies Act, 2013 and rule 20 of the Companies (Management and

Administration) Rules, 2014, the Company is pleased to provide its Members the facility to exercise their right to vote on the postal ballotthrough the Electronic Voting (e-voting) Services provided by Central Depository Services Limited. Voting Rights shall be reckoned onthe paid-up value of the shares registered in the name of the members as on the cut-off date. The Postal Ballot Notice is sentelectronically to all the shareholders who have registered their email addresses with the Company /Depositories and to othershareholders by Speed Post/ Registered Post / Courier.

4. M/s. M.S Buchasia & Associates, Companies Secretaries in Whole Time Practice (Ahmedabad) (ICSI Membership no: 5843, COP: 4156)has been appointed as Scrutinizer for conducting the E-voting/ Postal Ballot in accordance with the law in a fair and transparent manner.

5. The voting period begins on Friday, December 01, 2017 at 9.00 AM and ends on Saturday, December 30, 2017 at 5:00 PM.6. Members have the option either to vote through the e-voting process or through the postal ballot form. Members are requested to refer to

instructions for e-voting, appended to this Notice. Members who have received the Postal ballot Notice by email and who wish to vote throughpostal ballot form can seek duplicate postal ballot form from the Company from its Registered Office at: Plot No. 115, Kushal House, Opp. HotelNest, Off. C.G Road, Navrangpura, Ahmedabad- 380009, fill in the requisite details and send the same to the Scrutinizer.

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7. The Postal Ballot form together with the self-addressed business reply envelope is enclosed for the use of the members. Please readcarefully the instructions printed on the enclosed Postal Ballot form before exercising your vote and return the same duly completed,signifying your assent/dissent, in the attached self-addressed business reply envelope, so that it reaches the Scrutinizer not later than5:00 PM on Saturday, December 30, 2017.

8. Envelopes containing postal ballots, if sent by courier or registered / speed post at the expense of the Members will also be accepted.The Postal Ballot Form(s) may also be deposited personally at the address given on the self addressed Business Reply Envelope.

9. The duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than 5.00 P.M. on Saturday, December 30, 2017 to beeligible for being considered, failing which, it will be strictly considered that no reply has been received from the Member.

10. In case of joint-holding, the Postal Ballot Form must be completed and signed (as per the specimen s ignature registered with theCompany/Depository) by the first named Member and in his/her absence, by the next named Member.

11. Unsigned, incomplete, improperly or incorrectly ticked Postal Ballot Forms shall be rejected.

12. The Scrutinizer will submit his report of the votes polled through E-voting/ Postal Ballot to the Chairman or Company Secretary of theCompany. The Chairman will, or in his absence, any Director or the Company Secretary will announce the results of Voting by PostalBallot on or before Tuesday, January 02, 2018.

13. If the resolution has been passed by the members, it will be taken as passed effectively on the last date of receipt of the completedPostal Ballot Form(s)/ last date of e-voting i.e. Saturday, December 30, 2017.

14. The Scrutinizer's decision on the validity of the votes cast through E-voting/Postal Ballot shall be final. The Results of the E-voting/PostalBallot will be displayed on the website of the Company- www.kushallimited.com , website of the e-vot ing agency CDSL -www.cdslindia.com and will be communicated to the Stock Exchange where the shares of the company are listed, on the said date.

15. Resolution passed by the Members by means of Postal Ballot including e-voting is deemed to have been passed at a general meetingof the Members.

EXPLANATORY STATEMENT(Pursuant to the Provisions of Section 102 and Section 110 of the Companies Act, 2013)

ITEM NO.1:The Company vide its Resolution dated January 03, 2017 had altered the main objects of its Memorandum of Association by addingMerchandise Trading, Film Production and Distribution, Infrastructure, IT and Renewable energy in its business activities. The company hadalso aligned its name as per the diversified business activities added in the main object clause of its Memorandum of Association. Withmany business proposals pouring in and strategic acquisitions in pipeline, the board has in its meet ing held on November 21, 2017considered and approved to include various other business activities related to education, textile, pharma, health care and manufacturingof paper and paper products in the main object of the Memorandum of Association of the Company.

Moreover, in line with the MCA circular no. 17/165/2011-CL-V (Pt.) dated 10.10.2011, the Board of Directors also proposed to delete theword 'architects, which was inadvertently added in sub- clause 4(a) and 4(b) of Clause III (A)

The draft copy of the proposed Memorandum of Association of the Company is available for inspection at the Registered Office of theCompany on all working days during business hours upto the last date for receiving the postal ballot forms and is also being uploaded onthe website of the company: www.kushallimited.com

None of the Directors, Key Managerial Personnel and relatives thereof is interested or concerned in the proposed Special resolution exceptto the extent of their shareholding.The Directors consider the proposed Special Resolution in the interest of the Company and recommendthe same for your approval by Postal Ballot through Physical Postal Ballot or through e-voting process, as the case may be, pursuant tothe provisions of Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 for passingthe Special Resolutions under Item No. 1 as set out in this Notice.

You are requested to communicate your assent or dissent for the aforesaid resolution(s), in accordance with the instructions set out herein.

ITEM NO.2:M/s Devadiya & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 123045W) have tendered their resignation from theposition of Statutory Auditors, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section139(8) of the Companies Act, 2013 ("Act").

As per Section 139(8) of the Companies Act, 2013, the casual vacancy caused by the resignation of Auditors can be filled by the Boardwithin thirty days which is subject to the approval of the members within three months of the recommendation of the board and such auditorshall hold office till the conclusion of the next Annual general meeting.

Based on the recommendation of the Audit Committee, the Board in their meeting held on November 13, 2017 proposes and recommends themembers, appointment of M/s. Shailesh Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration Number: 114226W) as theStatutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Devadiya & Associates., Chartered Accountants,Ahmedabad (Firm Registration No. 123045W) who shall hold office up to the conclusion of the next Annual General Meeting of the Company.

M/s. Shailesh Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration Number: 114226W), have conveyed their consent forthe appointment as the Statutory Auditors of the Company along with an Eligibility Certificate confirming his eligibility to be appointed asthe Statutory Auditor and that his appointment would be within the limits prescribed under the Companies Act, 2013.

The Board of Directors recommends the passing of the Ordinary Resolution contained in Item No. 2 of the accompanying Notice.

None of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested financially or otherwise in the said resolution.

For Kushal LimitedSD/-

CS Khushboo Surana(Company Secretary)

November 21, 2017Ahmedabad

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INSTRUCTIONS OF E-VOTINGIn compliance of the provisions of section 108 of the Companies Act, 2013 and rule 20 of the Companies (Management and Administration)Rules, 2014, the Company is pleased to provide its members the facility to exercise their right to vote in the postal ballot by electronicmeans through e-voting services provided by Central Depository Services Limited.

The instructions for members for voting electronically are as under:-(i) The voting period begins on Friday, December 01, 2017 at 9.00 AM and ends on Saturday, December 30, 2017 at 5:00 PM. During

this period shareholders' of the Company, holding shares, as on the cut-off date Friday, November 24, 2017 may cast their voteelectronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Members desiring to exercise their vote by using e-voting facility, should carefully follow the instructions given below.

a). The shareholders should log on to the e-voting website www.evotingindia.com.b). Click on "Shareholders" tabc). Now Enter your User ID

For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID, Members holding shares in Physical Form should enter Folio Number registered with the Company.

d). Next enter the Image Verification as displayed and Click on Login.

e). If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of anycompany, then your existing password is to be used.

f). If you are a first time user follow the steps given below:

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (in capital)

Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat accountDetails or Date or in the company records in order to login.of Birth (DOB)

g). After entering these details appropriately, click on "SUBMIT" tab.h). Members holding shares in physical form will then directly reach the Company selection screen. However, members holding

shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their loginpassword in the new password field. Kindly note that this password is to be also used by the demat holders for voting forresolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSLplatform. It is strongly recommended not to share your password with any other person and take utmost care to keep yourpassword confidential.

i). For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in thisNotice.

j). Click on the EVSN for the company KUSHAL LIMITED on which you choose to vote.k). On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select

the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that youdissent to the Resolution.

l). Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.m). After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish

to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.n). Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.o). You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.p). If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on

Forgot Password & enter the details as prompted by the system.q). Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app

can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store andthe Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

r). Note for Non - Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to

www.evotingindia.com and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

helpdesk.evoting@cdslindia.com. After receiving the login details a compliance user should be created using the admin login and password. The Compliance

user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be

able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian,

if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.s). In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting

manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.