SHRYDUS INDUSTRIES LIMITED — Proxy Solicitation & Information Statement 2023

Jan 25, 2023

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Date: 25[th] January, 2023

To, The Manager Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001

Scrip Code: 511493 Scrip Id: VCKCAP

Sub.: Submission of Notice of Extra Ordinary General Meeting (EOGM)

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 please find enclosed the copy of the Notice of the Extra Ordinary General Meeting (EOGM) scheduled to be held on Friday, 17[th] February, 2023 at 03.00 p.m. at 1, Vivekananda Nagar (61/1 MB SARANI) Moore Avenue, Near Regent Park, P.S. Kolkata-700040, West Bengal.

Kindly take the above on record and acknowledge the receipt of the same.

Thanking You

Yours Faithfully

For VCK Capital Market Services Limited

Digitally signed by SHREY PREMAL PAREKH DN: c=IN, st=Maharashtra, SHREY 2.5.4.20=eba6d665058ecad1f1df75679ba1d5f80468aa431e414d0b122a742d4502707 c, postalCode=400056, street=A-501/502,PRIME AVENUE,5TH FLOOR S V ROAD VILE PARLE WEST PREMAL MUMBAI VILEPARLE (WEST) MUMBAI, serialNumber=9b087a517c58291e905bd3 88800ec33840e4d83ba2d008eb75b06c62 6677cea5, o=Personal, cn=SHREY PREMAL PAREKH, PAREKH pseudonym=585457efa33c82084f90e4a8781b037b

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________ Shrey Premal Parekh Managing Director DIN:08513653

Corporate Office: 107, Sagar Avenue, Lallubhai Park, S.V. Road, Andheri (West), Mumbai- 400058. Registered Office: 16, India Exchange Place, Room No:19,Kolkata700001.

Email:24plus.ventures@gmail.com, website: www.24plusventures.com

NOTICE

NOTICE IS HEREBY GIVEN THAT AN EXTRA-ORDINARY GENERAL MEETING (EOGM) OF THE MEMBERS OF VCK CAPITAL MARKET SERVICES LIMITED WILL BE HELD ON FRIDAY, 17[TH] FEBRUARY, 2023 AT 3.00 PM AT 1, VIVEKANANDA NAGAR (61/1 MB SARANI) MOORE AVENUE, NEAR REGENT PARK, P.S KOLKATA, 700040, WEST BENGAL :

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1. ISSUE OF CONVERTIBLE EQUITY WARRANTS ON PREFERENTIAL BASIS TO CERTAIN IDENTIFIED NON PROMOTER PERSONS/ENTITIES AND PREFERENTIAL ALLOTMENT OF EQUITY SHARES TO NON-PROMOTERS:

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to Sections 23, 42, 62(1)(c) and all other applicable provisions & Rules made there under, if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Rules made there under (including any statutory modification(s) or re-enactments thereof for the time being in force), Memorandum and Articles of Association of the Company, and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), as amended from time to time, the listing agreement entered into by the Company with BSE Limited, on which the Equity Shares of the Company having face value of Rs. 10/- (Rupees Ten Only) each (“Equity Shares”) are listed, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “SEBI SAST Regulations”), the Foreign Exchange Management Act, 1999 and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued there under from time to time by any other competent authorities (hereinafter referred to as “Applicable Regulatory Authorities”), wherever applicable and subject to such approvals, consents and permissions as may be necessary or required and subject to such conditions as may be applicable (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents as the case may be required) by any other regulatory authorities which may be agreed to and/or accepted by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any duly constituted / to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) and subject to any other alterations, modifications, conditions, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of the Members of the Company be and is hereby accorded to create, offer, issue, and allot up to 30,00,000 (Thirty Lakhs) Convertible Equity Warrants (hereinafter referred to as “Warrant(s)”) on preferential basis to the Non-Promoters, with each Warrant convertible into one equity share of the Company of nominal value of Rs. 10/- each at an Issue Price of Rs. 15/- which includes a premium of Rs. 5/- each and 7,00,000 Equity shares for cash at a price of Rs. 15/- per equity share (including a premium of Rs. 5/- per Equity share) on preferential basis to the Non-Promoter Group or at such price as may be determined in

accordance with Regulation 164 of SEBI ICDR Regulations to the following Investor (the “Allottee”) by way of Preferential Allotment on a Private Placement basis (“Preferential Allotment”), in accordance with the SEBI ICDR Regulations, the Companies Act, 2013 and other applicable laws and, on such terms and conditions as mentioned hereunder:

Sr. No.	Name of the Proposed Allottees	Category	No of warrants	No. of Equity
1	Mr. Krish Samir Ganatra	Non Promoter	200000	0
2	Mrs. Meghna Samir Ganatra	Non Promoter	200000	0
3	Mr. Viraj Rajesh Ganatra	Non Promoter	145000	0
4	Mr. Ajit Manohar Gurav	Non Promoter	100000	0
5	Mr. Vinay Jaywant Nagawkar	Non Promoter	350000	0
6	Mrs. Uma Nayan Soni	Non Promoter	100000	0
7	Mr. Jash Nayan Soni	Non Promoter	200000	0
8	Mrs. Nayna Deven Mehta	Non Promoter	250000	0
9	Mr. Deven Hargovindas Mehta	Non Promoter	50000	0
10	Mr. Kishore Nanik Bhatia	Non Promoter	400000	0
11	Mr. Sanjay Kantilal Visaria	Non Promoter	500000	0
12	Mrs. Shamika Vasant Vagaskar	Non Promoter	105000	0
13	Mr. Varad Shamika Ranshinge	Non Promoter	100000	0
14	Mr. Ghanshyam Dhananjay Gavali	Non Promoter	150000	0
15	Mr. Manav Deepak Thakker	Non Promoter	150000	0
16	Mrs. Chandan Mahendra Turakhia	Non Promoter	0	100000
17	Mrs. Arti Kishor Turakhia	Non Promoter	0	100000
18	Mrs. Paresha Rajesh Turakhia	Non Promoter	0	100000
19	Mrs. Shonali SanjayDabrai	Non Promoter	0	100000
20	Mrs. Sonal Vipul Shah	Non Promoter	0	100000
21	Mrs. Sushilaben Kaushik Shah	Non Promoter	0	100000
22	Mrs. Sonal Amitbhai Mehta	Non Promoter	0	100000
	Total		3000000	700000

“RESOLVED FURTHER THAT the Convertible Equity Warrants shall be fully paid-up and listed on the Stock Exchanges and rank pari passu with the then existing Equity Shares of the Company in all aspects from the date of allotment (including with respect to entitlement to dividend and voting powers, other than any statutory lock-in under the SEBI ICDR Regulations), and shall be subject to the requirements of all applicable laws and the provisions of the Memorandum of Association and Articles of Association of the Company.”

“RESOLVED FURTHER THAT the issue of Convertible Equity Warrants, if any, as above, shall be subject to the following terms and conditions:

The Warrants shall be convertible (at the sole option of the Non Promoter) at any time from the date of allotment of Warrants up to a period of 18 months.;

• (a) Each Warrant shall be convertible into one equity share of nominal value of Rs. 10/- each at a price of Rs. 15/- which includes a premium of Rs. 5/- per share, based on the pricing formula prescribed under Regulation 164 of Chapter V of SEBI ICDR Regulations.

• (b) The Non- Promoters shall on the date of allotment of Warrants, pay an amount equivalent to 25% of the total consideration per warrant.

• (c) The Non-Promoters, on the date of allotment of equity shares pursuant to the exercise of option against each such warrant, pay the balance 75% of the consideration

• (d) The amount referred to in (iii) above shall be non interest bearing and shall be forfeited, if the option to acquire shares is not exercised within a period of 18 months from the date of allotment of the Warrants.

• (e) The number of Warrants and the price per Warrant shall be appropriately adjusted, subject to the Companies Act, 2013 and SEBI (ICDR) Regulations for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate restructuring.

• (f) The Warrants allotted in terms of this resolution and the resultant Equity shares arising on exercise of rights attached to such Warrants shall be subject to a lock-in requirement as prescribed under the SEBI (ICDR) Regulations as amended from time to time.

• (g) The Convertible Equity Warrants to be allotted pursuant to such conversion in the manner aforesaid shall rank pari passu in all respects including dividend with other existing shareholders.

• (h) The “Relevant Date” as per the Chapter V of the SEBI ICDR Regulations, for determination of floor price of the Equity Shares shall be January 18, 2023;

• (i) The Convertible Equity Warrants and Equity Shares shall be subject to lock-in for such period as specified under Chapter V of the SEBI ICDR Regulations;

• (j) Allotment of Convertible Equity Warrants and Equity Shares shall only be made in dematerialised form;

• (k) The Convertible Equity Warrants and Equity Shares so offered, issued and allotted will be listed on the Stock Exchanges, subject to the receipt of necessary regulatory permissions and approvals as the case may be;

• (l) The Convertible Equity Warrants and Equity Shares so offered, issued and allotted shall not exceed the number of Shares as approved hereinabove; and

• (m) Without prejudice to the generality of the above, the issue of the Convertible Equity Warrants and Equity Shares shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act, annexed hereto, which shall be deemed to form part hereof.”

RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, consent of the members of the Company be and is hereby accorded to record the name and details of the Proposed Allottee in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottee inviting them to subscribe to the Convertible Equity Warrants in accordance with the provisions of the Act.”

RESOLVED FURTHER THAT the Board / Committee of the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary, expedient or desirable for such purpose and for the purpose of giving effect to the foregoing resolution, including without limitation

• (a) to vary, modify or alter any of the relevant terms and conditions, attached to the Equity Shares to be allotted to the Proposed Allottee for effecting any modifications, changes, variations, alterations, additions and/or deletions to the Preferential Issue as may be required by any regulatory or other authorities or agencies involved in or concerned with the issue of the Convertible Equity Warrants and Equity Shares,

• (b) making applications to the Stock Exchanges for obtaining in-principle approvals,

• (c) listing of shares, filing requisite documents with MCA and other regulatory authorities,

• (d) filing of requisite documents with the depositories,

• (e) to resolve and settle any questions and difficulties that may arise in the preferential offer,

• (f) issue and allotment of the Convertible Equity Warrants and Equity Shares, and

• (g) to take all other steps which may be incidental, consequential, relevant or ancillary in relation to the foregoing without being required to seek any further consent or approval of the members of the Company, and that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and the decision of the Board / Committee of the Board in relation to the foregoing shall be final and conclusive and all actions taken by the Board in connection with any matter(s) referred to contemplated in any of the foregoing resolution(s) be and are hereby approved, ratified and confirmed in all respects.”

2) Change of Name of the Company from VCK Capital Market Services Limited to Shrydus Industries Limited or any other Name approved by the Registrar of Companies.

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

“RESOLVED THAT pursuant to the provisions of Section 13 and Section 14 and other applicable provisions, if any, of the Companies act 2013, (including any statutory modification or reenactment thereof for the time being in force) and subject to the approval of the Registrar of Companies or any other authority as may be necessary, the consent is hereby given to change the name of the Company from “VCK CAPITAL MARKET SERVICES LIMITED” To “SHRYDUS INDUSTRIES LIMITED” .

RESOLVED FURTHER THAT the name “VCK CAPITAL MARKET SERVICES LIMITED” wherever appearing in Memorandum and Articles of Association and other documents and papers of the Company be substituted by the name “SHRYDUS INDUSTRIES LIMITED” upon approval of the same by the Central Government (Registrar of Companies).

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to issue a certified copy of resolution to the concerned parties including the Registrar of companies.

By Order of the Board of Directors of VCK Capital Market Services Limited

SD/-

SHREY PREMAL PAREKH Managing Director DIN No: 08513653

Kolkata Date: 20/01/2023

Registered Office:

16, India Exchange Place 1st Floor, Room No- 19, Kolkata -700001 CIN: L67190WB1983PLC035658 Email Id: vckmarket@gmail.com

Notes:

1. The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Rules setting out the material facts and reasons for the proposed Resolution of the Extra Ordinary General Meeting Notice is appended herein below for your consideration.

2. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide Remote e-Voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to Remote e-Voting is mentioned in note no. 18 of this Notice.

3. In compliance with the MCA Circulars, the EGM Notice along with the instructions regarding Remote e-Voting is being sent by electronic mode only to those Members whose names appear in the Register of Members / list of Beneficial Owners, maintained by the Company / Depositories as at close of business hours on Friday, February 10, 2023 (i.e. Cut-off date) , and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its Registrar and Transfer Agent as on the Cut-off date and will be sent to those member who will register their e-mail address in accordance with the process outlined in this Notice. For Members who have not registered their e-mail IDs, please follow the instructions given under point 17.

4. As per the MCA Circulars, physical copies of the EGM Notice, Proxy forms and pre-paid business reply envelopes are not being sent to Members for this EGM. Members are requested to provide their assent or dissent through Remote e-Voting only. The Company has engaged the services of CDSL to provide Remote e-Voting facility to its members.

5. A copy of the EGM Notice is available on the website of the Company at website of the stock exchanges i.e. BSE Limited at www.bseindia.com and on the website of our e-Voting agency i.e. ‘CDSL’ e-voting website at www.evotingindia.com.

6. All documents referred to in the Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to vckmarket@gmail.com from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.

7. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

8. After sending the notice of EGM through email, an advertisement shall be published in English newspaper and Local newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated.

9. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, February 10, 2023 . Members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall only be considered eligible for the purpose of Remote e-Voting and those members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the Remote e-Voting process. Any person who is not a Member as on the Cut-off date should treat this Notice for information purpose only.

10. Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Notice.

11. The Remote e-Voting will commence on Tuesday, February 14, 2023 at 9:00 a.m. (IST) and will end on Thursday, February 16, 2022 at 5:00 p.m. (IST) . During this period, members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The Remote e-Voting will be blocked by CDSL immediately thereafter and will not be allowed beyond the said date and time.

12. Members are requested to cast their vote through the Remote e-Voting process not later than 5:00 p.m. IST on Thursday, February 16, 2023, in order to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member. Once the votes on the Resolution are casted by the Member, the Member shall not be allowed to change these subsequently.

13. The Board of Directors of the Company has appointed Mr. Vijay Kumar Tiwari, Proprietor of M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary, as Scrutinizer, to scrutinize through Remote e-Voting process in a fair and transparent manner. He has communicated his willingness for such appointment and will be available for the same.

14. The Scrutinizer will submit his report to the Chairman or any other person authorised by the Chairman after the completion of scrutiny and the result of the voting through the Remote e-Voting process will be announced by the Chairman, or such person as authorised, on or before Friday, February 17, 2023 . The Scrutinizer’s decision on the validity of the e-voting shall be final and binding.

15. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.vckgroup.com and on the website of CDSL www.evotingindia.com immediately after the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

16. The Resolution, if approved by the requisite majority, shall be deemed to have been passed on Friday, February 17, 2023 , i.e. the last date specified for receipt of votes through the Remote e-Voting process.

17. To support ‘Green Initiative’, the shareholders who have not registered their email-id are requested to register the same with their DPs in case shares are held in dematerialised form and with C. B. Management Services Private Limited in case shares are held in physical form, which could help the Company for sending paperless communication in future. The Company has also made available an email-id registration facility to its members through C. B. Management Services Private Limited, for the purpose of receiving all the communications including notice of meetings and Annual Report, etc. in electronic mode.

18. In order to increase the efficiency of the e-voting process, SEBI vide its circular SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December 2020, had decided to enable e- voting to all the demat account holders by way of a single login credential through their demat accounts/ websites of Depositories / Depository Participants. Demat account holders would be able to cast their vote without having to register again with the e-voting service providers (ESPs), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process. Therefore, to support the above initiative undertaken by SEBI, members are requested to intimate/ update changes, if any, pertaining to their email address & mobile numbers with the respective Depositories/ Depository Participants. Members holding shares in physical form and who want to avail the above initiatives of SEBI are requested to convert their physical holdings into Demat form. Members can contact C. B. Management Services Private Limited for any assistance in this regard.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTEE-VOTING ARE AS UNDER:

i. The remote e-voting period begins on Tuesday, February 14[th] , 2023 at 9.00 am. The remote e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. February 10[th] 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being February 10[th] , 2023.

ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level currently, there are multiple e- voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through heir demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

- Pursuant to above said SEBI Circular, Login method for e Voting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1) Users of who have opted for CDSL’s Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URLs for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e- Voting Menu. On clicking the e-voting menu, the user will be able to see his/her holdings along with links of the respective e-Voting service provider i.e. CDSL/NSDL/ KARVY/ LINK INTIME as per information provided by Issuer / Company. Additionally, we are providing links to e-Voting Service Providers, so that the user can visit the e-Voting service providers’ site directly. 3) If the user is not registered for Easi/Easiest, option to register is availableathttps://web.cdslindia.com/myeasi./Registration/EasiRegistr ation

• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP where the e-Voting is in progress during or before the EGM.

Individual Shareholders holding securities in demat mode with NSDL

1. If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.

2. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or clicathttps://eservices.nsdl.com/SecureWeb/Ideas Direct Reg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to entry our User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual You can also login using the login credentials of your demat account through Shareholders (holding your Depository Participant registered with NSDL/CDSL for e-Voting facility. securities in demat Upon logging in, you will be able to see e-Voting option. Click on e-Voting mode) login through option, you will be redirected to NSDL/CDSL Depository site after successful their depository authentication, wherein you can see e-Voting feature. Click on company name participants or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a requestatevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30

(v ) Login method for e-Voting for shareholders other than individual shareholders & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the

• Company.

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

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier evoting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

( vi) After entering these details appropriately, click on “SUBMIT” tab.

(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(ix) Click on the EVSN for the relevant VCK CAPITAL SERVICES LIMITED on which you choose to vote.

(x) 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 you dissent to the Resolution.

(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xii) 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.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote .

(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

( xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) Facility for Non – Individual Shareholders and Custodians –Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• 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 linked in the login 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.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; vckmarket@gmail.com or 24plus.ventures@gmail.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE

DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

By order of the Board of Directors For VCK Capital Market Services Limited SD/SHREY PREMAL PAREKH Managing Director DIN No: 08513653 Place: Kolkata Date: 20/01/2023

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

As required under Section 102(1) of the Companies Act, 2013, the following explanatory statement sets out all the material facts relating to the special businesses mentioned under Item No. 1 to 2 of this notice.

Item No. 1

The Company’s long-stated strategy of balanced product mix, diversified distribution, continuous product innovation and re-imagining insurance through effective use of technology has enabled it to deliver long-term value for all the stakeholders despite the ever-changing external environment.

The Company has proposed raising additional working capital to support its future growth objectives and to further augment its capital position.

With the intent of Meeting the capital requirements of the Company and for the ease of operations, it is Proposed that warrants convertible into equal number of equity shares and Equity Shares of the Company be issued to following investors on preferential basis, at price of Rs. 15/- per equity share (including a Premium of RS. 5/- Per equity share), in such manner and on such terms and conditions as Prescribed under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018 (SEBI ICDR Regulations) and in compliance with Section 42 and Section 62 and other applicable Provisions of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014. The Board, at their meeting held on January 20, 2023, accorded its approval to the said preferential issue of equity shares. The issue Price of the warrants convertible into equal number of equity shares is not less the price as may be determined in accordance with the ICDR Regulations. The aforementioned approval of the Board is subject to approval of the shareholders and BSE Limited (“BSE”).

The above issue price per warrants convertible into equal number of equity shares and Equity Shares has been determined based on consideration of:

ii) Pricing certificate from M/s. Vijay Tiwari & associates, Practicing Company Secretaries, certifying compliance with the floor price for the proposed Preferential Issue of the Company, based on the pricing formula prescribed under Regulation 164 of Chapter V of SEBI ICDR Regulations.

The issue price of the Equity Shares is the higher of the price determined under the price of the Equity Shares as calculated in accordance with the provisions of SEBI ICDR Regulations.

The consent of the members is being sought by way of a special resolution to issue Equity Shares on preferential basis to the Proposed Allottees in accordance with the provisions of Sections 23(1)(b), 42 and 62, and other applicable provisions, if any, of the Act, and rules framed there under including the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (collectively as “Rules”), SEBI ICDR Regulations, SEBI LODR Regulations and any other applicable laws, circulars, rules, regulations, guidelines, notifications and clarifications issued by Ministry of Corporate Affairs (“MCA”) and other regulatory authorities, from time to time, including with respect to the pricing of the Equity Shares proposed to

be issued by way of a Preferential Issue. Further, upon on execution of the transaction the Company will intimate Insurance Regulatory and Development Authority of India regarding the preferential issue.

It is to be noted that the issue of warrants convertible into equal number of equity shares and issue of Equity shares on a preferential basis, subject to compliance of the requirements under the SEBI LODR Regulations is exempted from the definition of “related party transaction” under SEBI LODR Regulations. Therefore, the Preferential Issue is not a ‘related party transaction’ under the provisions of SEBI LODR Regulations and the approval of the shareholders as per the provisions of Regulation 23 of SEBI LODR Regulations is not required. Necessary information/ details in respect of the proposed preferential allotment in terms of Sections 42 and 62 of the Act, read with the Rules and Chapter V of the SEBI ICDR Regulations are as under:

1. Particulars of the issue of warrants convertible into equal number of equity shares and Equity Shares including the material terms of issue, date of passing of Board resolution, kind of securities offered, and the issue price:

Details of the Equity Shares to be issued, price of the Equity Shares, date of approval by the Board in relation to the preferential allotment, and details of the Proposed Allottees are set out in the previous paragraphs. The warrants convertible into equal number of equity shares shall be fully paidup and listed on the Stock Exchanges, and rank pari passu with the then existing Equity Shares of the Company in all aspects from the date of allotment (including with respect to entitlement to dividend and voting powers, other than statutory lock-in under the SEBI ICDR Regulations), in accordance with applicable laws, and shall be subject to the requirements of all applicable laws, rules and regulations and to the provisions of the Memorandum of Association and Articles of Association of the Company.

The allotment of warrants and equity shares is proposed to be made at a price of Rs. 15/- each based on the pricing criteria mentioned in Chapter V of SEBI ICDR Regulations, Registered Valuer Report and pricing certificate obtained in terms of SEBI ICDR Regulations.

2. Purpose/ Objects of the Issue:

The proceeds of the Preferential Issue will be utilized to infuse additional funds in the form of further capitalization in order to meet Company’s working capital requirement, growth objectives, and to further strengthen its financial position.

3. Maximum Number of warrants and Equity Shares offered, the manner of issue of warrants and Equity Shares and the pricing of preferential issue:

The Company proposes to issue up to 30,00,000 (Thirty Lakhs) warrants convertible into equal number of equity shares of the face value of Rs. 10/- (Rupees ten only) each at a price of Rs. 15/and 7,00,000 (Seven lakhs) Equity shares for cash at a price of Rs. 15/- per equity share (including a premium of Rs. 5 /- per Equity share) to the Proposed Allottees by way of Preferential Issue on a private placement basis. Please refer to Para 4 below for the basis for determining the price for the preferential issue.

4. Basis on which the price has been arrived and justification for the price (including premium, if any):

The issue price has been determined based on consideration of:

i) Pricing certificate from M/s. Vijay Tiwari & Associates, Practicing Company Secretaries, certifying compliance with the floor price for the proposed preferential issue of the Company, based on the pricing formula prescribed under Regulation 164 of Chapter V of SEBI ICDR Regulations.

The Equity Shares of the Company are listed and frequently traded on the Stock Exchanges in accordance with SEBI ICDR Regulations. In terms of Regulation 164 (1) of SEBI ICDR Regulations, the price at which Equity Shares will be allotted shall not be less than higher of the following:

(a) Volume weighted average price of the equity shares of the Company quoted on the stock exchange, during the 90 trading days preceding the Relevant Date i.e. January 18, 2023, which is Rs. 9.47/-per equity share; or

(b) Volume weighted average price of the equity shares of the Company quoted on the stock exchange, during the 10 trading days preceding the Relevant Date i.e. January 18, 2023, which is Rs. 14.60/- per equity share. The share price on the BSE has been considered for arriving at the floor price of the shares to be allotted under the Preferential Issue, as BSE is the stock exchange with higher trading volumes of the equity shares of the Company for the 90 trading days prior to the Relevant Date.

In view of the above, the issue price of the equity shares to be issued is Rs. 15/- per equity share i.e. the higher of the price determined under the price of the Equity Shares as calculated in accordance with the provisions of SEBI ICDR Regulations. Since the equity shares of the Company have been listed on the recognized stock exchanges for a period of more than 90 trading days prior to the Relevant Date, it is not required to re-compute the price per equity share to be issued and therefore, the Company is not required to submit the undertaking specified under Regulations 163 of the SEBI ICDR Regulations.

1. Price/ price band at/ within which the Equity Shares are proposed to be issued:

The price per Equity Share, to be issued, is fixed at Rs. 15/- which consists of Rs. 10/- (Rupees ten only) as face value and Rs. 5/- as premium per Equity Share. Please see paragraph 4 above for the basis of determination of the issue price.

6. Relevant Date:

The “Relevant Date” as per Chapter V of the SEBI ICDR Regulations for the determination of the floor price of Equity Shares to be issued is January 18, 2023. The resolution proposed under this notice is deemed to be passed on 16th February, 2023 i.e. DAY which is the last date for remote e-voting.

Relevant date is defined under SEBI ICDR Regulations as the date 30 (thirty) days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue. However, where the relevant date falls on a weekend or a holiday, the day preceding the weekend or the

Holiday will be reckoned to be the relevant date. The resolution pursuant to this notice is deemed to be passed on February 16, 2023 i.e. Thursday. The date 30 (thirty) days prior to February 17, 2023 is January 18, 2023 i.e. Wednesday is the relevant date.

7. Shareholding Pattern of the Company before and after the issue:

The pre-issue and post-issue shareholding pattern of the Company (considering full allotment of equity shares issued on preferential basis) is given below:

Category	Pre-Preferential issue	Pre-Preferential issue	Post-Preferential issue	Post-Preferential issue
	No. of Shares	Percentage	No. of Shares	Percentage
Promoters and Promoter Group (A)	35,92,509	39.69	35,92,509	28.18
Public (B)	54,57,777	60.31	91,57,777	71.82
Total (A)+(B)	90,50,286	100.00	12,750,286	100.00
Custodian (C)	-	-	-	-
Grand Total (A) + (B)+ (C)	90,50,286	100.00	12,750,286	100.00

Note:

• 1) The pre-issue shareholding pattern is as on 31[st] December, 2022.

8. Amount which the Company intends to raise by way of such securities/ size of the issue:

Issuance of 30,00,000 warrants convertible into equal number of equity shares and 7,00,000 Equity Shares of the Company having face value of Rs.10/- each, at a price of Rs 15/- per equity share.

9. Proposal/ Intention of the Promoters, Directors or Key Managerial Personnel to subscribe the offer; contribution being made by the Promoters or Directors either as part of the preferential allotment or separately in furtherance of the objects:

None of the Directors or key managerial personnel of the Company intends to subscribe to any of the Equity Shares proposed to be issued under the Preferential Issue or otherwise contribute to the preferential issue or separately in furtherance of the objects specified herein above.

10. Proposed time frame within which the Preferential Issue shall be completed:

As required under the SEBI ICDR Regulations, the Company shall complete the allotment of shares on or before the expiry of 15 (fifteen) days from the date of passing of the special resolution by the members of the Company for issue of Equity Shares, provided that where the issue and allotment of the shares is pending on account of pendency of any approval or permission by any regulatory authority or the Central Government (including but not limited to the in-principle approval of the stock exchanges for the issuance of the Equity Shares to the Proposed Allottees on a preferential basis), the issue and allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions.

11. Principal terms of assets charged as securities:

Not applicable.

12. Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of the Equity Shares.

13. No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

None

14. Valuation for consideration other than cash:

Not Applicable

15. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable.

16. Lock-in Period:

The subscription shares to be issued shall be locked in for such period as specified under Regulation 167 and 168 of the SEBI ICDR Regulations.

17. Listing:

The Company will make an application to the stock exchanges at which the existing shares are listed, for listing of the Equity Shares.

18. Class or classes of persons to whom the allotment is proposed to be made and current and post allotment status:

Name of the Proposed Allottee	Category	Existing Pre -issue Shareholding	Existing Pre -issue Shareholding	New Allotment of Warrants	New Allotment of Warrants	Post -issue Shareholding	Post -issue Shareholding
		Pre-issue Holding	% of Total Equity Capital	No of shares	% of shares	Post-issue Holding	% of Total Equit y Capit al
Mr. Krish Samir Ganatra	Non Promoter	0	0	200000	5.40	200000	1.57

Mrs. Meghna Samir Ganatra Non Promoter 0 0 200000 5.40 200000 1.57 Mr. Viraj Rajesh Ganatra Non Promoter 7333 0 145000 3.92 145000 1.14 Mr. Ajit Manohar Gurav Non Promoter 0 0 100000 2.70 100000 0.78 Mr. Vinay Jaywant Nagawkar Non Promoter 0 0 350000 9.46 350000 2.74 Mrs. Uma Nayan Soni Non Promoter 0 0 100000 2.70 100000 0.78 Mr. Jash Nayan Soni Non Promoter 0 0200000 5.40 200000 1.57 Mrs. Nayna Deven Mehta Non Promoter 0 0250000 6.76 250000 1.96 Mr. Deven Hargovindas Mehta Non Promoter 0 050000 1.35 50000 0.39 Mr. Kishore Nanik Bhatia Non Promoter 3660 0 400000 10.81 400000 3.14 Mr. Sanjay Kantilal Visaria Non Promoter 0 0 500000 13.51 500000 3.92 Mrs. Shamika Vasant Vagaskar Non Promoter 0 0 105000 2.84 105000 0.82 Mr. Varad Shamika Ranshinge Non Promoter 0 0 100000 2.70 100000 0.78 Mr. Ghanshyam Dhananjay Gavali Non Promoter 0 0 150000 4.05 150000 1.18 Mr. Manav Deepak Thakker Non Promoter 0 0 150000 4.05 150000 1.18 Public Group (A) Non- Promoter 10993 0.12 3000000 81.08 3000000 23.53

Name of the Proposed Allottee Category Existing Pre -issue Shareholding New Allotment of Equity Share Post -issue Shareholding Pre-issue Holding % of Total Equity Capital No of shares % of shares Post-issue Holding % of Total Equit y Capit al Mrs. Chandan Mahendra Turakhia Non Promoter 0 0 100000 2.70 100000 0.78 Mrs. Arti Kishor Turakhia Non Promoter 0 0 100000 2.70 100000 0.78 Mrs. Paresha Rajesh Turakhia Non Promoter 0 0 100000 2.70 100000 0.78 Mrs. Shonali Sanjay Dabrai Non Promoter 0 0 100000 2.70 100000 0.78 Mrs. Sonal Vipul Shah Non Promoter 0 0 100000 2.70 100000 0.78 Mrs.Sushilaben Kaushik Shah Non Promoter 0 0 100000 2.70 100000 0.78 Mrs. Sonal Amitbhai Mehta Non Promoter 0 0 100000 2.70 100000 0.78 Public Group (B) Non- Promoter 0 0 700000 18.92 700000 5.49 Total (A+B) 10993 0.12 3700000 100 3700000 29.02 Total 9050286 100 3700000 100 12750286100 19. Practicing Company Secretary’s Certificate: The certificate from Ms. Vijay Tiwari& Associates, Practicing Company Secretaries, certifying that the proposed Preferential Issue is in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the members at the registered office of the Company during working hours, during the e-voting period and is also hosted on website of the Company which can be accessed at the link:www.vckgroup.com.

19. Practicing Company Secretary’s Certificate:

The certificate from Ms. Vijay Tiwari& Associates, Practicing Company Secretaries, certifying that the proposed Preferential Issue is in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the members at the registered office of the Company during working hours, during the e-voting period and is also hosted on website of the Company which can be accessed at the link: www.vckgroup.com.

20. Other Disclosures:

(a) The Proposed Allottee has confirmed that it has not sold any Equity Shares of the Company during the period of 90 trading days preceding the Relevant Date.

(b) The Company is in compliance with the conditions for continuous listing, and is eligible to make the Preferential Issue under Chapter V of the SEBI ICDR Regulations.

(c) Neither the Company nor any of its Directors or Promoters are categorized as wilful defaulter(s) or fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulter(s) issued by the Reserve Bank of India. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.

(d) Neither the Company nor any of its Directors and/ or Promoters is a fugitive economic offender as defined under the SEBI ICDR Regulations.

(e) The Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations if it is required to do so, including pursuant to Regulation 166 of the SEBI ICDR Regulations. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid.

(f) The Company does not have any outstanding dues towards SEBI, the Stock Exchanges or the depositories.

21. Identity of the Proposed Allottee (including natural persons who are the ultimate beneficial owners of Equity Shares proposed to be allotted and/or who ultimately control), class of the Proposed Allottee, the percentage (%) of post preferential issue capital that may be held by them and change in control, if any, consequent to the preferential issue:

Name of the Proposed Allottee	Category	Post-issue Shareholding of Warrant	Post-issue Shareholding of Warrant	Ultimate Beneficial Owner
Mr. Krish Samir Ganatra	Non Promoter	200000	1.57	NA
Mrs. Meghna Samir Ganatra	Non Promoter	200000	1.57	NA
Mr. Viraj Rajesh Ganatra	Non Promoter	145000	1.14	NA
Mr. Ajit Manohar Gurav	Non Promoter	100000	0.78	NA
Mr. Vinay Jaywant Nagawkar	Non Promoter	350000	2.74	NA
Mrs. Uma Nayan Soni	Non Promoter	100000	0.78	NA
Mr. Jash Nayan Soni	Non Promoter	200000	1.57	NA
Mrs. Nayna Deven Mehta	Non Promoter	250000	3.14	NA
Mr. Deven Hargovindas Mehta	Non Promoter	50000	0.39	NA

Mr. Kishore Nanik Bhatia	Non Promoter	400000	3.14	NA
Mr. Sanjay Kantilal Visaria	Non Promoter	500000	3.92	NA
Mrs. Shamika Vasant Vagaskar	Non Promoter	105000	0.82	NA
Mr. Varad Shamika Ranshinge	Non Promoter	100000	0.78	NA
Mr. Ghanshyam Dhananjay Gavali	Non Promoter	150000	1.18	NA
Mr. Manav Deepak Thakker	Non Promoter	150000	1.18	NA
Total (A)		3000000	23.53

Name of the Proposed Allottee	Category	Post-issue Shareholding of Equity	Post-issue Shareholding of Equity	Ultimate Beneficial Owner
Mrs. Chandan Mahendra Turakhia	Non Promoter	100000	0.78	NA
Mrs. Arti Kishor Turakhia	Non Promoter	100000	0.78	NA
Mrs. Paresha Rajesh Turakhia	Non Promoter	100000	0.78	NA
Mrs. Shonali SanjayDabrai	Non Promoter	100000	0.78	NA
Mrs. Sonal Vipul Shah	Non Promoter	100000	0.78	NA
Mrs. Sushilaben Kaushik Shah	Non Promoter	100000	0.78	NA
Mrs. Sonal Amitbhai Mehta	Non Promoter	100000	0.78	NA
Total(B)		700000	5.49
Total (A+B)		3700000	29.02
Total Post issue holding		12750286	100

The Board, accordingly, recommends the passing of special resolution as set out at Item No. 1 of this notice, for the approval of the members. None of the other Directors, Key Managerial Personnel and their relatives, other than to the extent of their shareholding and the Company, are concerned/ interested in the above resolution.

Item No. 2

The Board of Directors of the Company at its meeting held on held on 20th day of January, 2023, has, subject to the approval of the Shareholders of the Company by way of special resolutions and approvals of statutory, regulatory or governmental authorities as may be required under applicable laws, approved the change in name of the Company.

The Board of Directors had discussed the same and is of the opinion that the name of the company be changed from “VCK CAPITAL MARKET SERVICES LIMITED” To “SHRYDUS INDUSTRIES LIMITED ”along with the consequent amendment to the Memorandum of Association and Articles of Association of the Company. Also, pursuant to the change of name, the Company is also required to append an additional Object clause in the Memorandum of Association of the Company.

The Company is in the process of filing the relevant e-form RUN to reserve the name as mentioned above, subsequent to approval of the proposed name / or any other name as may be available from Centralised Registration Centre, Delhi, the necessary procedure shall be followed to complete the name change of the Company. Therefore, the proposed change in name would be subject to the necessary approvals in terms of Section 4 and 13 of the Companies Act, 2013. Since the aforesaid sections requires approval of the Shareholders of the Company by way of passing Special Resolution, your Directors recommend the resolution set out in item no. 2 for your approval.

In compliance with the provisions of Section 108 of the Companies Act, 2013 and other applicable provisions, the Company is offering facility of e-voting to all Shareholders to enable them to cast their votes electronically. Shareholders are requested to follow the procedure as stated in the notes for casting of votes by e-voting. Necessary documents in this regard are available for inspection by the Shareholders in electronic mode on the website of the Company. None of the Directors or their relatives are deemed to be concerned or interested in any way in this resolution.

By Order of the Board of Directors of VCK Capital Market Services Limited

SD/-

________

SHREY PREMAL PAREKH Managing Director DIN No: 08513653 Kolkata Date: 20/01/2023

Registered Office:

16, India Exchange Place, 1[st] Floor, Room no. 19, Kolkata 700001 CIN: L67190WB1983PLC035658 Email Id: vckmarket@gmail.com Website: www.vckgroup.com

PROXY FORM (Form No. MGT – 11)

[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and

Administration) Rules, 2014] CIN: L67190WB1983PLC035658 NAME OF THE COMPANY : VCK CAPITAL MARKET SERVICES LTD REGISTERED OFFICE : 16, India Exchange Place 1st Floor, Room No- 19, Kolkata-700001 CORPORATE OFFICE : 16, India Exchange Place 1st Floor, Room No- 19, Kolkata-700001 Name of the member(s) : Registered Address : Folio No. / Client ID : DP ID : Email ID : I/We, being the member(s) of _______Shares of the above named Company, hereby appoint:

1. Name

______________ Address

___________ E-mail ID _____ Signature _______or failing him/her 2. Name

______________ Address

___________ E-mail ID _____ Signature _______or failing him/her 3. Name

______________ Address

---

E-mail ID ______ Signature _________or failing him/her

as my /our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company to be held on Friday, the 17[th] day of February, 2023 at 03:00 p.m. at 1, Vivekananda Nagar (61/1 Mb Sarani) Moore Avenue, Near Regent Park, P.S, Kolkata-700040, West Bengal.

SR NO	ITEM NO.	I ASSENT TO THE RESOLUTION	I DISSENT FROM THE RESOLUTION
1.	ISSUE OF CONVERTIBLE EQUITY WARRANTS ON PREFERENTIAL BASIS TO CERTAIN IDENTIFIED NON PROMOTER PERSONS/ENTITIES AND PREFERENTIAL ALLOTMENT OF EQUITY SHARES TO NON- PROMOTERS.
2.	CHANGE OF NAME OF THE COMPANY FROM VCK CAPITAL MARKET SERVICES LIMITED TO SHRYDUS INDUSTRIES LIMITED OR ANY OTHER NAME APPROVED BY THE REGISTRAR OF COMPANIES

Place: Kolkata

Affix One Rupee Revenue Stamp

Signed on this __day of ____2023.

(SIGNATURE OF SHAREHOLDER) Signature of Proxy holder(s)

• ---

Notes:

• 1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

• 2) A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as a proxy. However, such person shall not act as proxy for any other shareholders.

---

Route Map

Address: 1, Vivekananda Nagar (61/1 Mb Sarani) Moore Avenue, Near Regent Park, P.S Kolkata, 700040, West Bengal