Standard Capital Markets Ltd. - Proxy Solicitation & Information Statement 2025

==> picture [525 x 43] intentionally omitted <==

Ref. No.: SCML/2024-2025/326

To Date: March 11, 2025 Listing Operations

BSE Ltd Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001

Scrip Code: 511700

- Sub: Notice of Extra Ordinary General Meeting and E Voting information

Dear Sir/ Madam,

In reference of above captioned subject we wish to inform you the following:

The Extra Ordinary General Meeting of the Standard Capital Markets Limited (“the Company”) is scheduled to be held on Wednesday, April 02, 2025 at 01.30 P.M. through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”).
Pursuant to Section 108 of the Companies Act, 2013, read with rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its members the facility to cast their votes(s) through remote e-voting starting from Sunday, March 30, 2025 at 09:00 A.M. to Tuesday, April 01, 2025 at 05:00 P.M. During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. March 26, 2025 may cast their vote electronically.

Please find enclosed herewith the Notice of Extra Ordinary General Meeting of the Company.

You are requested to take the information on record and oblige.

Thanking You, Yours faithfully, For Standard Capital Markets Limited

Digitally signed VINEETA by VINEETA GAUTAM GAUTAM Date: 2025.03.11 18:39:30 +05'30' Vineeta Gautam Company Secretary M.No. A50221

Encl: As Above

==> picture [23 x 23] intentionally omitted <==

==> picture [22 x 22] intentionally omitted <==

==> picture [23 x 23] intentionally omitted <==

==> picture [22 x 21] intentionally omitted <==

Reg. Off. G-17, Krishna Apra, Business Square, Netaji Subhash Place, Pitampura, Delhi - 110034

www.stancap.co.in

[email protected]

011-40154984,

[email protected]

CIN: L74899DL1987PLC027057

==> picture [162 x 43] intentionally omitted <==

STANDARD CAPITAL MARKETS LIMITED

G-17, Krishna Apra, Business Square, Netaji Subhash Place, Pitampura, Delhi-110034 CIN No.L74899DL1987PLC027057, Email id: [email protected] Ph. No. 011-40154984, Website: www.stancap.co.in

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the 1[st] Extraordinary General Meeting (“EGM”) for the F.Y 20252026 of the members of Standard Capital Markets Limited (“the company”) will be held on Wednesday, April 02, 2025, at 01:30 PM (IST) through Video Conference (VC)/ Other Audio-Visual Means (OAVM) facility, to transact the businesses as mentioned below:

SPECIAL BUSINESSES:

ITEM NO. 1: INCREASE IN AUTHORIZED SHARE CAPITAL AND CONSEQUENT ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT, pursuant to the provisions of Section 13, 61 and 64 other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), enabling provisions of the Articles of Association of the Company and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations, 2015 ”), or any other applicable laws for the time being in force and subject to all other necessary approvals, permissions, consents and sanctions, if required, of concerned statutory, regulatory and other appropriate authorities, if any, the consent of the Members of the Company be and is hereby accorded for increase and alteration of the existing Authorized Share Capital of the Company from Rs. 200,00,00,000/- ( Rupees Two Hundred Crores Only) divided into 200,00,00,000 (Two Hundred Crores Only) Equity Shares of face value of Re. 1/- (Rupee One Only) each to Rs. 20,00,00,00,000 (Rupees Two Thousand Crore Only) divided into 20,00,00,00,000 (Two Thousand Crore) Equity Shares of face value of Re. 1/- (Rupee One Only) each, by creation of additional 18,00,00,00,000 Equity Shares of face value of Re. 1/- (Rupee One Only) each aggregating to Rs. 18,00,00,00,000 /- (Rupees One Thousand Eight Hundred Crore Only).

RESOLVED FURTHER THAT consequent to the above alterations, existing Clause V of the Memorandum of Association of the Company be and is hereby substituted with the following new clause:

“V. The Authorized Share Capital of the Company is Rs. 20,00,00,00,000/- (Rupees Two Thousand Crore Only) divided into 20,00,00,00,000 (Two Thousand Crore) Equity Shares of Re. 1/- each”.

==> picture [162 x 43] intentionally omitted <==

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the Board, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board through this resolution) and the Company Secretary of the Company, be and is hereby severally authorized to take such steps as may be necessary and to execute all deeds, applications, documents and writings that may be required and generally to do all such acts, deeds, matters, things and take all such steps as may be necessary, proper, expedient or desirable for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto. ”

ITEM NO. 2: ISSUANCE OF 72,45,74,640 EQUITY SHARES TO THE PERSONS BELONGING TO “NON-PROMOTER” CATEGORY ON PREFERENTIAL BASIS UPON CONVERSION OF LOAN

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

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “ Act ”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under (including any statutory amendment(s) or modification(s) thereto or re-enactment(s) thereof for the time being in force), enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreement entered with BSE Limited (“BSE”) (the “ Stock Exchange”) , where the shares of the Company are listed and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India, as amended (“ SEBI ”), including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR Regulations ”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ SEBI Listing Regulations ”), the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 as amended (“ SEBI Takeover Regulations ”) and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Ministry of Corporate Affairs, SEBI and/or any other competent authorities, and subject to the approvals, consents, permissions and/or sanctions, as may be required from the Government of India, SEBI, Stock Exchanges and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to include any committee duly constituted by the Board or any committee, which the Board may hereinafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis, up to 72,45,74,640 (Seventy Two Crore Forty Five Lakh Seventy Four Thousand Six Hundred Forty) Equity Shares of the Company having face value of Re. 1/- (Rupee One only) each, for conversion of loan, for an aggregate amount not exceeding Rs. 94,19,47,032/- (Rupees Ninety Four Crore and Nineteen Lakh Forty Seven Thousand and Thirty Two Only), at an issue price of Rs. 1.30 /- (Rupees One and Thirty Paisa Only) per Equity Share,, which is not less than the price determined in accordance with Chapter V of the SEBI ICDR Regulations, on such terms and conditions as agreed by the parties or as may be determined

==> picture [162 x 43] intentionally omitted <==

by the Board in accordance with the SEBI ICDR Regulations and other applicable laws, to the below mentioned entities belonging to the “Non-Promoter ” category (“Proposed Allottees”) in the manner as follows:

S. No. Name of the Proposed Allottees	Number of Equity Shares upto
1. Flash Merchandise Private Limited	38,46,15,384
2. YUCCA Merchants Private Limited	33,99,59,256
Total	72,45,74,640

RESOLVED FURTHER THAT the “Relevant Date” , as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price of the Equity Shares proposed to be allotted to the above mentioned allottee is March 03, 2025 i.e., being the working day immediately preceding the date which is 30 days prior to the date of the Extraordinary General Meeting of the shareholders of the Company scheduled to be held on April 2, 2025.

RESOLVED FURTHER THAT the aforesaid issue of Equity shares shall be subject to the following terms and conditions:

a) The Equity shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing equity shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.
b) No consideration shall be payable by proposed allottees at the time of allotment of Equity Shares as entire consideration so payable shall be adjusted against the outstanding loan, held in the name of proposed allottees, at the time of subscription of Equity Shares.
c) The Equity Shares shall be allotted by the Company to the Proposed Allottees in dematerialized form within a period of 15 (Fifteen) days from the date of receipt of Members’ approval, provided that, where the issue and allotment of the said Equity Shares is pending on account of pendency of approval of any Regulatory Authority (including, but not limited to BSE and/or SEBI) or the Government of India, the issue and allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals.
d) The price determined above shall be subject to appropriate adjustments as permitted under the rules, regulations, and laws, as applicable from time to time.
e) The Equity Shares to be allotted shall be subject to locked-in for such period as specified in the provisions of Chapter V of the ICDR Regulations and any other applicable law for the time being in force.
f) The Equity Shares to be issued & allotted to the Proposed Allottees pursuant to the Preferential Issue shall be listed and traded on the stock exchanges where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals, as the case may be.
g) The Equity shares to be offered/issued and allotted shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under the SEBI ICDR Regulations except to the extent and in the manner permitted thereunder.

==> picture [162 x 43] intentionally omitted <==

RESOLVED FURTHER THAT subject to the receipt of such other approvals as may be required under applicable laws, the Board of Directors including any committee of the Board of Directors formed for this purpose, be and is hereby authorised to record the name and details of the Proposed Allottee in Form PAS-5 and make an offer to the Proposed Allottee through Letter of Offer/ Private Placement Offer Letter cum application letter in Form PAS-4 or such other form as prescribed under the Act and SEBI ICDR Regulations containing the terms and conditions (“ Offer Document ”) after passing of this resolution and receiving any applicable regulatory approvals with a stipulation that the allotment would be made only upon receipt of in-principle approval from the Stock Exchanges and within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT the Board of Directors including any committee of the Board of Directors formed for this purpose, be and is hereby authorized to accept any modification(s) in the terms of the issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchange as appropriate and utilization of proceeds of the Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, apply to Stock Exchanges for obtaining of in-principle and listing approval of the Equity Shares and other activities as may be necessary for obtaining listing and trading approvals, file necessary forms with the appropriate authority and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

ITEM NO. 3 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH MR. GAURAV JINDAL:

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

==> picture [162 x 43] intentionally omitted <==

to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with Gaurav Jindal, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2024-25 and 2025- 26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

RESOLVED FURTHER THAT the Board of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions powers herein conferred to, without being required to seek further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things as may be considered necessary or expedient and also to execute such documents, writings etc. as may be necessary to give effect to this resolution.”

ITEM NO. 4 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH MR. RAM GOPAL JINDAL:

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

==> picture [162 x 43] intentionally omitted <==

entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with Ram Gopal Jindal, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025- 26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

ITEM NO. 5 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. QUICKTOUCH TECHNOLOGIES LIMITED.

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

==> picture [162 x 43] intentionally omitted <==

TECHNOLOGIES LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025-26 , in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

ITEM NO. 6 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. GENIUS TOWNSHIPS PRIVATE LIMITED .

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with GENIUS TOWNSHIPS PRIVATE LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) /

==> picture [162 x 43] intentionally omitted <==

transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025- 26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

ITEM NO. 7 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. BIR FOODS & RESTAURANTS PRIVATE LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with BIR FOODS & RESTAURANTS PRIVATE LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or

==> picture [162 x 43] intentionally omitted <==

otherwise on such terms and conditions as the Board may deem fit, for the financial year 202526, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

ITEM NO. 8 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. STANDARD INFRACAP SERVICES LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with STANDARD INFRACAP SERVICES LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025- 26, in excess of ten percent of

==> picture [162 x 43] intentionally omitted <==

the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

ITEM NO. 9 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. STANDARD CAPITAL ADVISORS LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with STANDARD CAPITAL ADVISORS LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025- 26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

==> picture [162 x 43] intentionally omitted <==

ITEM NO. 10 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. KRV BROOMS PRIVATE LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with KRV BROOMS PRIVATE LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025- 26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

==> picture [162 x 43] intentionally omitted <==

ITEM NO. 11 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. HILUM COMMODITIES PRIVATE LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with HILUM COMMODITIES PRIVATE LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025- 26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

RESOLVED FURTHER THAT the Board of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all

==> picture [162 x 43] intentionally omitted <==

such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions powers herein conferred to, without being required to seek further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

ITEM NO. 12 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. VEIN INDIA SCHOLARS PRIVATE LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with VEIN INDIA SCHOLARS PRIVATE LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025- 26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

==> picture [162 x 43] intentionally omitted <==

seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions powers herein conferred to, without being required to seek further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

ITEM NO. 13 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. AMPLITUDE INFRASTRUCTURE PRIVATE LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with AMPLITUDE INFRASTRUCTURE PRIVATE LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 20242025 & 2025-26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

==> picture [162 x 43] intentionally omitted <==

take all such decisions powers herein conferred to, without being required to seek further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

ITEM NO. 14 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. INSTITUTION INFRASTRUCTURE PRIVATE LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with INSTITUTION INFRASTRUCTURE PRIVATE LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 202526, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

==> picture [162 x 43] intentionally omitted <==

consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

ITEM NO. 15 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. STANDARD INSURANCE BROKING LIMITED:

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any amendment, modification, variation or re-enactment thereof and upon the recommendation/ approval of Audit Committee/ Board of Directors, the approval of members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) for entering into/ ratifying and/ or carrying out, contract(s) or agreement(s) or arrangement(s) or transaction(s) (whether individual transaction or transactions taken together or series of transactions or otherwise) with STANDARD INSURANCE BROKING LIMITED, a related party of the Company, as specified in the explanatory statement, whether by way of entering into new contract(s) / agreement(s) /arrangement(s) / transaction(s) or renewal(s) or continuation or extension(s) or modification(s) of earlier contract(s) /agreement(s) / arrangement(s)/ transaction(s) or otherwise on such terms and conditions as the Board may deem fit, for the financial year 2025- 26, in excess of ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company during such financial year.

==> picture [162 x 43] intentionally omitted <==

By order of the Board of Directors For Standard Capital Markets Limited

Place: New Delhi Date: March 8, 2025

SD/Ram Gopal Jindal Managing Director

Notes:

The relevant details as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting (SS2) issued by ICSI in respect of the Directors seeking re-appointment are annexed to this Notice.
In view of the ongoing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”), vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, Circular No. 02/2021 dated January 13, 2021 and General Circular No. 02/2022 dated May 5, 2022 (collectively ”MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) vide its Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/ HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 on May 13, 2022 (collectively “SEBI Circulars”), have permitted companies to conduct EGM through VC or other audio visual means, subject to compliance of various conditions mentioned therein. In compliance with the aforesaid MCA and SEBI Circulars, applicable provisions of the Companies Act, 2013 and rules made thereunder, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) the EGM of the Company is being convened and conducted through VC. The registered office of the Company shall be deemed to be the venue for this EGM.
SEBI vide circular no. SEBI/HO/MIRSD_RTAMB/P/CIR/22021/655 dated November 3, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 has made it mandatory for all shareholders holding shares in physical form to furnish nomination details to the Company/ RTA. Shareholders can register their nomination details in Form SH-13 or they can choose to give declaration to opt out of nomination by filing Form ISR-3. In case of shareholders holding shares in physical form wishes to change the nominee or cancel the nomination then

==> picture [162 x 43] intentionally omitted <==

Form SH-14 needs to be filled. The forms mentioned above are available on the website of the Company as well as on the website of RTA.

SEBI vide its Circular no. SEBI/ HO/ MIRSD_RTAMB/PCIR/2021/655 dated November 3, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 has made it mandatory for all holders holding shares in physical form to furnish the following documents/ details to the RTA:
(a)PAN
(b)Contact details, Postal address with PIN, Mobile number, Email Address
(c)Bank account details (bank name and branch, Bank account number, IFS code)
(d) Specimen Signature

For furnishing the abovementioned details, shareholders must submit FORM-ISR-1 and/or ISR2 in hard copy form to the Company/ RTA. The Forms are available on the website of the Company as well as on the Website of RTA.

In accordance with SEBI vide its circular no. SEBI/HO/ MIRSD/RTAMB/CIR/P/2020/166 dated September 7, 2020 all share transfer shall be carried out compulsorily in the dematerialized form with effect from April 01, 2021. Hence, no transfers of shares in physical form are allowed. Further, in compliance with SEBI vide its circular no. SEBI/HO/ MIRSD/RTAMB/CIR/P/2022/8 dated January 25, 2022, the following requests received by the Company in physical form will be processed and the shares will be issued in dematerialization form only:-
Issue of duplicate share certificate
Claim from unclaimed suspense account
Renewal / Exchange of securities certificate
Endorsement
Sub-division/ splitting of securities certificate
Consolidation of securities certificates/ folios
Transmission
Transposition

For this purpose, the securities holder/claimant shall submit a duly filled up Form ISR-4 which is hosted on the website of the company as well as on the website of “M/s Skyline Financial Services Private Limited”, Registrar and share transfer agent (RTA). The aforementioned form shall be furnished in hard copy form.

Pursuant to the Circular No. 14/2020 dated 8th April, 2020, issued by the Ministry of Corporate Affairs and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, the requirement of sending proxy forms to holders of securities as well as the facility to appoint proxy to attend and cast vote for the members as per provisions of Section 105 of the Act read with Regulation 44(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been dispensed with for this EGM to be held through VC/OAVM. Accordingly, the Proxy Form and Attendance Slips are not annexed to this Notice.

==> picture [162 x 43] intentionally omitted <==

1. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at this EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL.

3. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. In compliance with the MCA Circular No. 20/2020 dated 5 May, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12 May 2020, Notice of EGM are being sent only by electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s).

Member may note that Notice will be uploaded on the website of the Company at www.stancap.co.in and the website of the Stock Exchange where the shares are listed and traded, viz, www.bseindia.com.The Notice will also be available on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.

6. The Extra Ordinary General Meeting shall be through Video Conferencing/Other Audio Visual Means. However, the deemed place of Meeting shall be the Registered Office of the Company situated at G-17, Krishna Apra, Business Square Netaji Subhash Place, Pitampura, Delhi-110034.

7. The Register of Directors and Key Managerial Personnel (KMPs) and their shareholding maintained under Section 170 of Companies Act, 2013 and the Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Companies Act, will be electronically available for inspection by the members during the meeting.

8. All documents referred to in the Notice and other relevant papers shall be available for inspection electronically.

9. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to write to the Company at least seven days before the date of the meeting.

10. SEBI vide its circular No. SEBI/LAD-NRO/GN/2018/24 dated 8th June, 2018, amended Regulation 40 of Listing Regulations pursuant to which from 1st April, 2019, onwards securities can be transferred only in dematerialized form. However, it is clarified that, members can continue holding shares in physical form. Transfer of securities in demat form will facilitate convenience and ensure safety of transactions for investors.

==> picture [162 x 43] intentionally omitted <==

11. Members holding Shares in physical form are advised to convert their holding to dematerialize form to eliminate all risk associated with physical shares and to avail the benefits of dematerialization which beside others include easy liquidity, electronic transfer, savings in stamp duty, etc. Members can contact the Company’s Registrar and Share Transfer Agent, Skyline Financial Services Private Limited, for assistance in this regard.

12. The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the Securities Market. Members holding shares in electronic form are, therefore requested to submit their PAN to their depository participant(s). Members holding shares in physical form are requested to submit their PAN details to the Registrar and Share Transfer Agents.

13. Members who are holding Shares in physical form are requested to notify the change(s), if any, in their addresses or Bank details, etc. to the Company’s Registrar and Transfer Agent (RTA), Skyline Financial Services Private Limited. Members holding Shares in dematerialized form are requested to notify any change in their address or Bank details, etc. to their respective Depository Participants.

14. Manner of registering / updating email addresses by the Members is given below:

i. For shares held in physical form - Send a request to the Registrar and Transfer Agents of the Company, Skyline Financial Services Private Limited at [email protected].
ii. For shares held in demat form - Please contact your Depository Participant (DP)

15. Members are requested to quote their Folio numbers / DP Id and Client Id in all communication / correspondence with the Company or its RTA.

16. The communication details of Company’s Registrar and Share Transfer Agent, [email protected] is as follows: Skyline Financial Services Private Limited

D- 153A, 1st Floor, Okhla Industrial Area, Phase – I, New Delhi – 110020
Tel: 011-26812682/83; 011- 64732681 to 88 Fax: 011-26812682;
E-mail: [email protected]

17. The Members can join the this EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis

18. Since the EGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

19.The process and manner for members opting for voting through electronic means are as under:

(i). In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of

==> picture [162 x 43] intentionally omitted <==

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India as well as the Circulars issued by the Ministry of Corporate Affairs dated 8th April, 2020, 13th April, 2020 and 5th May, 2020, 13th January2021 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, the Company is pleased to provide to its Members, the facility to exercise their right to vote on resolutions proposed to be considered at the convening EGM by electronic mode. The facility of casting the votes by the Members using an electronic voting system from a place other than venue of the EGM (“remote e- voting”) and e-voting at the EGM will be provided by Central Depository Services (India) Ltd (CDSL).

(ii). The facility for voting through electronic voting system shall also be made available during the EGM. Members attending the EGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the EGM. The Members who have cast their vote by remote e-voting prior to the EGM may also attend/participate in the EGM through VC/ OAVM but shall not be entitled to cast their vote again.

(iii). The Board of Directors has appointed M/s LV & Associates, Practicing Company Secretary as the Scrutinizer to scrutinize the e- voting process and the voting at the Meeting in a fair and transparent manner.
(iv). The Members who have cast their votes by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.
(v). The process and manner of e-voting are provided herein below. Resolutions passed by the Members through e-voting shall be deemed to have been passed at the EGM.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
a. The voting period begins on March 30, 2025 at 09:00 A.M. and ends on April 1, 2025 at 05:00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of March 26, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
b. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
c. 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.

==> picture [162 x 43] intentionally omitted <==

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.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode

d. 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 their 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 abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

==> picture [463 x 42] intentionally omitted <==

----- Start of picture text -----

Type Login Method
shareholders
----- End of picture text -----

Type shareholders Login Method	Type shareholders Login Method	Type shareholders Login Method
Individual Shareholders holding securities in Demat mode with CDSL		Users who have opted for CDSL 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 URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.comand click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-VotingService Providers i.e.

==> picture [162 x 43] intentionally omitted <==

Type shareholders	Type shareholders	Login Method
		CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	) ) )	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.com either 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. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 enter your 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

==> picture [162 x 43] intentionally omitted <==

Type shareholders Login Method	Type shareholders Login Method
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 ) Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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.

Type
shareholders
Login Method

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
) Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for seamless
voting experience.

Individual
Shareholders
(holding
securities
in
demat mode)
login through
their
Depository
Participants

You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein you
can see e-Voting feature. 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.

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. CDSL and NSDL

==> picture [442 x 27] intentionally omitted <==

----- Start of picture text -----

Login type Helpdesk details
----- End of picture text -----

Login type Helpdesk details	Login type Helpdesk details	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 at [email protected] contact 1800 22 55 33

==> picture [162 x 43] intentionally omitted <==

Individual Members facing any technical issue in login can contact Shareholders holding NSDL helpdesk by sending a request at [email protected] securities in Demat or call at toll free no.: 1800 1020 990 and 1800 22 44 30 mode with NSDL

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

e. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
i. The shareholders should log on to the e-voting website www.evotingindia.com.
ii. Click on “Shareholders” module.
iii. 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.
iv. Next enter the Image Verification as displayed and Click on Login.
v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
vi. If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders Holding shares in Demat.

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

f. After entering these details appropriately, click on “SUBMIT” tab.
g. 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’

==> picture [162 x 43] intentionally omitted <==

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.

h. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
i. Click on the EVSN for the relevant on which you choose to vote.
j. 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.
k. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
l. 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.
m. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
n. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
o. 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.
p. Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
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 [email protected].
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 [email protected] 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; [email protected] and [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

==> picture [162 x 43] intentionally omitted <==

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance before 25[th] March 2025. mentioning their name, demat account number/folio number, email id, mobile number at [email protected] . The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 4 days prior to meeting mentioning their name, demat account number/folio numbr, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.
If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

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 [email protected].
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

==> picture [162 x 43] intentionally omitted <==

For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] 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, Sr. 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 [email protected] or call on 1800225533.

Other Information:

(i). The voting rights of the Members shall be in proportion to their share in the paid-up share capital of the Company as on the cut-off date.
(ii). Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice of the Meeting and who holds shares as on the cut-off date i.e. Monday, March 26, 2025, needs to refer the instruction above regarding login ID and password and may contact the Company or RTA for any query or assistance in this regard. Any person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
(iii). The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make, not later than two working days of conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same.
(iv). accordance with Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the results will be declared within 48 hours of conclusion of EGM, in the prescribed format along with the report of the Scrutinizer and the same shall be placed on the website of the company www.stancap.co.in and on the website of CDSL immediately after the declaration of result and shall be communicated to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.

EXPLANATORY STATEMENT

(Pursuant to section 102 of the Companies Act, 2013)

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

ITEM No. 1:

Presently, the Authorized share Capital of the Company is Rs. 200,00,00,000/- (Rupees Two Hundred Crore Only) divided into 200,00,00,000 (Two Hundred Crore Only) Equity Shares of Re.

==> picture [162 x 43] intentionally omitted <==

1/- (Rupee One Only) each. The Board of directors, therefore, considers it desirable to increase the Authorized Share Capital of the Company to Rs. 20,00,00,00,000 (Rupees Two Thousand Crore Only) divided into 200,00,00,000 Equity Shares of face value of Re. 1/- (Rupee One Only) each, by creation of additional 18,00,00,00,000 ( One Thousand Eight Hundred Crore Only )Equity Shares of face value of Re. 1/- (Rupee One Only) each aggregating to Rs. 18,00,00,00,000 /- ( Rupees One Thousand Eight Hundred Crore Only ), to accommodate the fresh issuance of the shares of the Company.

Consequent upon increase in authorized share capital as proposed, the existing Clause V of Memorandum of Association of the Company will also have to be substituted. The draft amended Memorandum of Association will be available for inspection by Members at the website of the Company till the last date of e-voting.

The provisions of the Companies Act require the Company to seek approval of the members for increase in authorized share capital and for consequent alteration of the Capital Clause of the Memorandum of Association; accordingly, the Board recommends the resolution set forth in Item No. 1 for the approval of the members of the Company by way of an Ordinary Resolution.

None of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested (financial or otherwise) in the resolution except to the extent of their shareholding in the Company, if any.

ITEM No. 2:

The Special Resolution contained under Item No. 2 of this Notice, has been proposed pursuant to the provisions of Sections 23(1)(b), 42, and 62(1)(c ) of the Companies Act, 2013, read with the applicable rules made thereunder to issue and allot, upto 72,45,74,640 Equity Shares of Face Value of Re. 1/- each, by way of conversion of its existing outstanding loan to the extent of Rs. Rs. 94,19,47,032/- (Rupees Ninety-Four Crore and Nineteen Lakh Forty-Seven Thousand and Thirty-Two Only), to persons belonging to Non-Promoter Category, at an issue price of Rs. 1.30/(Rupees One and Thirty Paisa Only) per Equity Share, in terms of Chapter V of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013, on a preferential basis.

The proposed Preferential Issue shall be made in terms of provisions of Chapter V of the SEBI (ICDR) Regulations, 2018, and applicable provisions of the Companies Act, 2013. The said proposal has been considered and approved by the Board in their meeting held on March 08, 2025 .

The approval of the members of the Company is accordingly being sought by way of a ‘Special Resolution’ under Sections 42, and 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder, and Regulation 160 of the SEBI (ICDR), Regulations, 2018.

The details of the issue and other particulars as required in terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the SEBI (ICDR), Regulations are set forth below:

==> picture [162 x 43] intentionally omitted <==

I. Objects of the Preferential Issue

The Company proposes to issue 72,45,74,640 Equity Shares of Face Value of Re. 1/- each, on preferential basis in order to restructure the existing outstanding loans held in the names of proposed allottee(s) namely, Flash Merchandise Private Limited and YUCCA Merchants Private Limited, to the extent of Rs. 94,19,47,032/- (Rupees Ninety-Four Crore and Nineteen Lakh Forty-Seven Thousand and Thirty-Two Only) and to further strengthen the Capital structure of the Company.

II. Monitoring of Utilization of Funds

Since the issue size does not exceed Rs. 100 Crore therefore, the Company is not required to appoint a Monitoring Agency to monitor the issue in terms of the provisions of Regulation 162A of the SEBI ICDR Regulations.

III. Particulars of the offer including date of passing of board resolution, kind of securities offered, maximum number of specified securities to be issued:

The Board of Directors of the Company at their meeting held on March 08, 2025 ,approved the issue of up to 72,45,74,640 Equity Shares having Face Value of Re.1/- each of the Company at an issue price of Rs. 1.30/- per Equity Share, towards conversion of loan to the extent of Rs. Rs. 94,19,47,032 /- on a preferential basis.

IV. The intent of the promoters, directors, key management personnel, or senior management of the issuer to subscribe to the offer.

None of the Promoters, Directors, Key Management Personnel (“KMP”) or Senior Management of the Issuer intent to subscribe to the offer under Item No. 2.

V. The Shareholding Pattern of the issuer before and after the preferential issue:

The shareholding pattern of the Company before and after the proposed preferential issue to the “Non-Promoter” Category” is likely to be as follows:

==> picture [504 x 187] intentionally omitted <==

----- Start of picture text -----

Category Pre-issue Shareholding Structure Equity Post Equity Allotment
No. of Shares % Shares to be No. of Shares %
allotted
(A) Promoter Shareholding
(a) Individuals & HUF 21,21,47,930 12.26 - 21,21,47,930 8.64
(b) Any Other 2,66,82,970 1.54 - 2,66,82,970 1.09
Sub Total (A)(1) 23,88,30,900 13.81 - 23,88,30,900 9.73
Total Promoter shareholding A=A1 23,88,30,900 13.81 - 23,88,30,900 9.73
(B) Public Shareholding
B1) Institutional Investors - - - -
Indian - - - -
Foreign - - - -
B2) Central Govt./Stat Govt./POI - - - -
B3) Non-Institutional Investors - - -
Individuals 90,11,60,802 52.09 - 90,11,60,802 36.71
Body Corporate 50,99,99,090 29.48 72,45,74,640 1,23,45,73,730 29.52
----- End of picture text -----*

==> picture [162 x 43] intentionally omitted <==

Others(IncludingHUF,LLP & NRI)	8,00,12,208	4.62	-	8,00,12,208	3.26
Total Public Shareholding B=B1+B2+B3	1,49,11,72,100	86.19	-	2,21,57,46,740	90.27
C)Non-Promoter – Non-Public	-	-	-	-	-
Grand Total(A+B+C)	1,73,00,03,000	100.00	72,45,74,640	2,45,45,77,640	100.00

Notes:

(*) These percentages have been calculated on the basis of pre preferential paid-up equity share capital of Rs. 1,73,00,03,000/- consisting of 1,73,00,03,000 Equity Shares of face value of Re. 1/- each.

(**) These percentages have been calculated on the basis of post-preferential share capital of the Company i.e. Rs. 2,45,45,77,640/- consisting of 2,45,45,77,640 Equity Shares of face value of Re. 1/each.

1. The pre-issue shareholding pattern is as on the latest BENPOS date i.e. Friday, March 07, 2025.

2. Post-shareholding structure may change depending upon any other corporate action in between.

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

As required under the SEBI ICDR Regulations, preferential allotment of said Equity Shares shall be completed within a period of 15 (Fifteen) days from the date of passing of special resolutions under Item No. 1.

Provided that where the allotment is pending on account of receipt of any approval or permission from any regulatory authority, if applicable, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions.

VII. Number of persons to whom allotment on a preferential basis has already been made during the year, in terms of the number of securities as well as price:

During the year i.e. from April 01, 2024, the Company has made the preferential issue of 26,00,00,000 Equity Shares to Two allottees at an issue price of Rs. 2.75/- (Rupees Two and Seventy-Five Paisa only).

VIII. The identity of the natural persons who are the ultimate beneficial owners of the securities proposed to be allotted and/or who ultimately control the proposed allottee(s):

Identity of the ultimate beneficial owners of the securities proposed to be allotted:

Name of the Proposed Allotees	Category	Name of the Ultimate Beneficial Owner
Flash Merchandise Private Limited	Non-Promoter	Mr. Jitesh Sharma Mr. Bhupesh
YUCCA Merchants Private Limited	Non-Promoter	Mr. Sarthak Mehra Mr. Parth Mehra

IX. The percentage of post-preferential issue capital that may be held by the allottee(s) pursuant to the preferential issue.

#	Name of the Propose Allottees Pre-Shareholding Structure Equity Share to be allotte Post-Issue Shareholding Structure	Name of the Propose Allottees Pre-Shareholding Structure Equity Share to be allotte Post-Issue Shareholding Structure	Name of the Propose Allottees Pre-Shareholding Structure Equity Share to be allotte Post-Issue Shareholding Structure	Name of the Propose Allottees Pre-Shareholding Structure Equity Share to be allotte Post-Issue Shareholding Structure	Name of the Propose Allottees Pre-Shareholding Structure Equity Share to be allotte Post-Issue Shareholding Structure	Name of the Propose Allottees Pre-Shareholding Structure Equity Share to be allotte Post-Issue Shareholding Structure
		No. of shar	e %*		No. of shares	%**

==> picture [162 x 43] intentionally omitted <==

1.	Flash Merchandise Private Limited	0	0.00	38,46,15,384	38,46,15,384	15.67
2.	YUCCA Merchants Private Limited	0	0.00	33,99,59,256	33,99,59,256	13.85

(*) These percentages have been calculated on the basis of pre-preferential paid-up equity share capital of Rs. 1,73,00,03,000/- consisting of 1,73,00,03,000 Equity Shares of face value of Re. 1/- each.
(**) These percentages have been calculated on the basis of post-preferential share capital of the Company i.e. Rs. 2,45,45,77,640 divided into 2,45,45,77,640 Equity Shares of face value of Re. 1/- each

Notes:

1. The pre-issue shareholding pattern is as on the latest BENPOS date i.e. Friday, March 07, 2025.

2. Post-shareholding structure may change depending upon any other corporate action in between.

X. Consequential changes in the Voting Rights, change in control, and change in the Management, if any, in the issuer consequent to the preferential issue:

As a result of the proposed preferential issue of Equity Shares, there will be no change in the control or management of the Company. However, voting rights will change in tandem with the shareholding pattern.

XI. Lock-in Period:

(a) Equity Shares shall be subject to lock-in in accordance with Chapter V of the SEBI ICDR Regulations
(b) The entire pre-preferential allotment shareholding, if any, of the Proposed Allottees, shall be locked in as per Chapter V of the SEBI ICDR Regulations.

XII. Issue price and Relevant Date:

In terms of Regulation 161 of SEBI ICDR Regulations, the Relevant Date for determining the floor price for the Preferential Allotment of the Equity Shares has been reckoned as March 03, 2025 .

The Equity Shares of the Company are listed on the BSE Limited (“BSE”) . The Equity Shares of the Company are frequently traded within the meaning of explanation provided in Regulation 164(5) of Chapter V of the SEBI ICDR Regulations, 2018. In terms of Regulation 164 of Chapter V of the SEBI ICDR Regulations, the minimum price at which equity shares to be issued shall not be less than higher of the following:

a) Rs. 0.98/- each- being the Average of 90 Trading days volume weighted average price of the equity shares of the Company quoted on the Stock Exchange preceding the Relevant Date; or
b) Rs. 0.75 /- each- being the Average of 10 Trading days volume weighted average price of the equity shares of the Company quoted on the Stock Exchange preceding the Relevant Date.
c) Price as determined in accordance with the methodology prescribed in the Articles of Association of the Company: Not Applicable as the Articles of Association of the Company are silent on the determination of a floor price/ minimum price of the shares issued on preferential basis ;

==> picture [162 x 43] intentionally omitted <==

d) The proposed allotment to the allottee would be more than 5% of the post issue fully diluted share capital. Thus, in compliance with Regulation 166A of the SEBI ICDR Regulations, the Company has obtained a Valuation report dated March 7, 2025 from Manish Manwani , Independent Registered Valuer (Registration No.: IBBI/RV/03/2021/14113 ) in accordance of which the value per equity share comes out to be Rs. 1.26/- per Equity Share. The said report is available on the website of the Company at www.stancap.co.in.

Accordingly, the minimum issue price of Equity Shares on a Preferential basis shall be at a price of Rs. 1.26/- each. However, the Board of Directors of the Company has decided on the issue of Equity Shares at an Issue Price of Rs. 1.30/- (Rupees One and Thirty Paisa Only) each, which is higher than the above-mentioned prices.

XIII. Undertakings:

None of the Company, its Directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.
None of its Directors or Promoters is fugitive economic offenders as defined under the SEBI ICDR Regulations.
As the equity shares have been listed on a recognized Stock Exchange for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation163(1)(h) is not applicable.
None of the proposed allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

XIV. Disclosures specified in Schedule VI of ICDR Regulations, if the issuer or any of its promoters or directors is a willful defaulter or fraudulent borrower:

Not Applicable, since none of the Directors or Promoters are categorized as wilful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by Reserve Bank of India.

XV. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter:

Sr. No.	Name of the Proposed Allotees	Current Status	Post Status
1.	Flash Merchandise Private Limited	Non- Promoter	Non- Promoter
2.	YUCCA Merchants Private Limited	Non- Promoter	Non- Promoter

==> picture [162 x 43] intentionally omitted <==

XVI. Practicing Company Secretary’s Certificate:

The certificate from Mrs. Nitika Gupta, Practicing Company Secretaries, certifying that the preferential issue of Equity Shares is being made in accordance with requirements of Chapter V of SEBI ICDR Regulations has been obtained considering the said preferential issue. A copy of said certificate shall be available for inspection by the members and the same may be accessed on the Company’s website at the link www.stancap.co.in.

XVII.Details of the Directors, Key Managerial Persons, or their relatives, in any way, concerned or interested in the said resolution:

None of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise, in the resolution set out under Item No.2 of this Notice.

The Board of Directors recommends the resolutions as set out under Item No. 2 of this notice for the issue of Equity shares, on a preferential basis, to the proposed allottees by way of Special Resolution.

ITEM NO(S). 3 TO 15

The members of the Company are hereby apprised that the Securities and Exchange Board of India (‘SEBI’), vide its notification dated November 09, 2021, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). As per the new threshold, all related party transactions in excess of ₹ 1000 crores (Rupees One thousand crores) or 10% (ten per cent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity shall be deemed to be Material Related Party Transaction and shall require prior approval of members of the listed entity. Such approval shall be required even if such transactions are in the ordinary course of business of the concerned company and at an arm’s length basis.

Since, such transactions is supposed to exceed the threshold limit of 10% during the FY 202425, 2025-26, therefore the approval of members is being sought as required under Regulation 23 of the Listing Regulations. The details of such transactions are provided below:

==> picture [468 x 186] intentionally omitted <==

----- Start of picture text -----

Name of Related Nature of Prici Maxim Period of Transactio
Party and Transaction ng um transactio n
Relation ship Criter amoun n carried
ia t of during
transa FY 2024-25
ction
for
which
approv
al is
sought
Gaurav Jindal (i)Loans and on ₹100 For the 2.14 Crore
(Promoter Group) Advances (short arm’s Crores financial year
----- End of picture text -----

==> picture [162 x 43] intentionally omitted <==

	term, long term, secured, unsecured) – Given / Availed (ii)Availing and Rendering of Services (iii)Investments	length basis		2024-25, 2025-26
Ram Gopal Jindal (Managing Director & Promoter)	(i)Loans and Advances (short term, long term, secured, unsecured) – Given / Availed (ii)Availing and Rendering of Services (iii)Investments	on arm’s length basis	₹100 Crores	For the financial year 2025-26	2 Crore
QUICK TOUCH TECHNOLOGIES LIMITED (Entity having same Group)	(i)Loans and Advances (short term, long term, secured, unsecured)/Inte r Corporate Deposits) – Given / Availed (ii)Availing and Rendering of Services (iii)Investments	on arm’s length basis	₹100 Crores	For the financial year 2025-26	42.37 Crore
GENIUS TOWNSHIPS PRIVATE LIMITED (Entity having same Group)	(i)Loans and Advances (short term, long term, secured, unsecured)/Inte r Corporate Deposits) – Given / Availed (ii)Availing and Rendering of Services	on arm’s length basis	₹100 Crores	For the financial year 2025-26	24.26 Crore

==> picture [162 x 43] intentionally omitted <==

==> picture [468 x 650] intentionally omitted <==

----- Start of picture text -----

(iii)Investments
BIR FOODS & (i)Loans and on ₹100 For the 17.71 Crore
RESTAURANTS Advances (short arm’s Crores financial year
PRIVATE LIMITED term, long term, length 2025-26
(Entity having secured, basis
same Group) unsecured)/Inte
r Corporate
Deposits) –
Given / Availed
(ii)Availing and
Rendering of
Services
(iii)Investments
STANDARD (i)Loans and on ₹100 For the 8.55 Crore
INFRACAP Advances (short arm’s Crores financial year
SERVICES term, long term, length 2025-26
LIMITED (Entity secured, basis
having same unsecured)/Inte
Group) r Corporate
Deposits) –
Given / Availed
(ii)Availing and
Rendering of
Services
(iii)Investments
STANDARD (i)Loans and on ₹100 For the 1 Lakh
CAPITAL Advances (short arm’s Crores financial year
ADVISORS term, long term, length 2025-26
LIMITED (Entity secured, basis
having same unsecured)/Inte
Group) r Corporate
Deposits) –
Given / Availed
(ii)Availing and
Rendering of
Services
(iii)Investments
KRV BROOMS (i)Loans and on ₹100 For the 3.1 Crore
PRIVATE LIMITED Advances (short arm’s Crores financial year
(Entity having term, long term, length 2025-26
same Group) secured, basis
----- End of picture text -----

==> picture [162 x 43] intentionally omitted <==

	unsecured)/Inte r Corporate Deposits) – Given / Availed (ii)Availing and Rendering of Services (iii)Investments
HILUM COMMODITIES PRIVATE LIMITED (Hilum holding More than 10% of shares in Standard Capitaal)	(i)Loans and Advances (short term, long term, secured, unsecured)/Inte r Corporate Deposits) – Given / Availed (ii)Availing and Rendering of Services (iii)Investments	on arm’s length basis	₹100 Crores	For the financial year 2025-26	48.45 Crore
VEIN INDIA SCHOLARS PRIVATE LIMITED (Entity having same Group)	(i)Loans and Advances (short term, long term, secured, unsecured)/Inte r Corporate Deposits) – Given / Availed (ii)Availing and Rendering of Services (iii)Investments	on arm’s length basis	₹100 Crores	For the financial year 2025-26	1.2 Lakh
AMPLITUDE INFRASTRUCTUR E PRIVATE LIMITED (Entity having same Group)	(i)Loans and Advances (short term, long term, secured, unsecured)/Inte r Corporate Deposits) – Given/Availed	on arm’s length basis	₹100 Crores	For the financial year 2024-2025, 2025-26	80.42 Lakh

==> picture [162 x 43] intentionally omitted <==

	(ii)Availing and Rendering of Services (iii)Investments
INSTITUTION INFRASTRUCTUR E PRIVATE LIMITED (Entity having same Group)	(i)Loans and Advances (short term, long term, secured, unsecured)/Inte r Corporate Deposits) – Given / Availed (ii)Availing and Rendering of Services (iii)Investments	on arm’s length basis	₹100 Crores	For the financial year 2025-26	NiL
STANDARD INSURANCE BROKING LIMITED(Entity having same Group)	(i)Loans and Advances (short term, long term, secured, unsecured)/Inte r Corporate Deposits) – Given / Availed (ii)Availing and Rendering of Services (iii)Investments	on arm’s length basis	₹100 Crores	For the financial year 2025-26	18.31 Lakh

The aforesaid Related Party Transactions do not fall under the purview of Section 188 of the Companies Act, 2013 being in the ordinary course of business and at arms’ length. However, the same are covered under the provisions of Regulation 23 of the SEBI Listing Regulations and accordingly the approval of the Shareholders is sought by way of Ordinary Resolution.

Notes:

Taxes, if any, in relation to the above transactions shall be paid on actual basis.
All such related party transactions entered by the Company are related to the day to day business operations of the Company and essential for its activities.
So far as pricing is concerned, all the transactions meets the arm’s length criteria. In case

==> picture [162 x 43] intentionally omitted <==

Valuation Report from the Independent valuer or external party in relation with the aforesaid transactions will taken as and where applicable and will be placed before the Audit Committee or Board.

4.Please note that the transactions with Mr. Gaurav Jindal during Financial Year 2024-25 for which no approval was sought/exceeded the approved limit are also hereby ratified vide the subjected resolution.

Justification:

Mr. Ram Gopal Jindal is the Managing Director & Promoter of the Company and the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
Mr. Gaurav Jindal is the Relative of Mr. Ram Gopal Jindal and Promoter Group of the Company and the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
QuickTouch Technologies Limited is a leading provider of innovative digital solutions, specializing in software development, mobile applications, web development, IT consulting, and digital marketing. With a focus on enhancing user experiences and optimizing efficiency, QuickTouch delivers custom solutions tailored to meet the diverse needs of businesses and the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
Genius Township Private Limited Genius Township Limited specializes in property acquisition, development, and leasing activities. With a focus on real estate, they acquire strategic properties and develop them into thriving residential, commercial, and mixed-use spaces and the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
Bir Foods & Restaurants Private Limited is a prominent player in the hospitality industry. Specializing in food and dining experiences, the company operates a diverse portfolio of restaurants, cafes, and eateries and the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
Standard Infracap Services Limited Standard Infracap Services Limited is a premier consultancy firm specializing in property, management, lease, finance, and real estate fund management. With a wealth of expertise, we offer strategic advice and solutions to optimize real estate portfolios and financial investments and the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
M/s Standard Capital Advisors Limited is a Wholly owned Subsidiary of Standard Capital Markets Limited and involved in the Business of Merchant Banking and the Company enters into related party transaction with it in the ordinary course of business and armslength basis.
Krv Brooms Private Limited is also a Wholly owned Subsidiary of Standard Capital Markets Limited and involved in the Business of manufacturing & Trading in Brooms and

==> picture [162 x 43] intentionally omitted <==

the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.

Hilum Commodities Private Limited operates as a multifaceted business entity, offering advisory and consultancy services along with facilitating the buying and selling of licenses, resale orders, and various other transactions and the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
Vein India scholars private limited carries on the business or businesses of an educational tech. aggregator platform exclusively catering to school students for cocurricular and scholastic events and activities, and to establish and maintain an exclusive platform that serves as a centralized hub for school students to explore, participate in, and engage with various curricular events and activities either singly or jointly with any other person(s), body corporate, or partnership firm. This platform will be specifically tailored to meet the needs and interests of students within the school-age demographic, to better their collegiate applications The Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
Amplitude Infrastructure private limited main object is to develop land for farm houses by providing roads and other facilities such as water supply and sale of same and to erect and construct farm houses, buildings or civil work. The Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
Institution Infrastructure private limited is primarily engaged in the carrying a business to construct, carry out, equip, maintain, improve, develop, civil, and constructional work relating to roads, electric, power, heat, and power supply work, hotels, buildings, godowns, pleasure grounds, parks, gardens, dock, bridges, and all other such civil and related constructional works and conveniences of public utility. The Company enters into related party transaction with it in the ordinary course of business and arms-length basis.
M/s Standard Insurance Broking Limited is a Wholly owned Subsidiary of Standard Capital Markets Limited and involved in the Business of to act as a Direct broker under the IRDAI (Insurance Brokers) Regulations, 2018 and the Company enters into related party transaction with it in the ordinary course of business and arms-length basis.

S. No	Name of the Related Party	Nature of Concern or Interest
1.	RAM GOPALJINDAL	ManagingDirector & Promoter of the Company
2.	GAURAV JINDAL	Relative of Mr. Ram Gopal Jindal & Promoter Group of the Company
3.	QUICKTOUCH TECHNOLOGIES LIMITED	Mr. Ram Gopal Jindal who is a Managing Director & Promoter of the Standard Capital Markets Limited is also a Promoter of the QUICKTOUCH TECHNOLOGIES LIMITED & Mr. Gaurav Jindal (Relative of Mr. Ram Gopal Jindal) who is the Promoter Groupof the Standard Capital Markets

==> picture [162 x 43] intentionally omitted <==

==> picture [463 x 590] intentionally omitted <==

----- Start of picture text -----

Limited is also a Managing Director and Promoter
of the QUICKTOUCH TECHNOLOGIES
4. GENIUS TOWNSHIPS Mr. Gaurav Jindal (Relative of Mr. Ram Gopal
PRIVATE LIMITED Jindal) who is also Promoter Group of the Standard
Capital Markets Limited is a Director of the GENIUS
TOWNSHIPS PRIVATE LIMITED
5. BIR FOODS & Mr. Gaurav Jindal (Relative of Mr. Ram Gopal
RESTAURANTS PRIVATE Jindal) who is also Promoter Group of the Standard
LIMITED Capital Markets Limited is a Director of the BIR
FOODS & RESTAURANTS PRIVATE LIMITED
6. STANDARD INFRACAP Mr. Ram Gopal Jindal who is a Managing Director &
SERVICES LIMITED Promoter of the Standard Capital Markets Limited
is also a Director in STANDARD INFRACAP
SERVICES LIMITED & Mr. Gaurav Jindal (Relative
of Mr. Ram Gopal Jindal) who is the Promoter of the
Standard Capital Markets Limited is also a Director
of the STANDARD INFRACAP SERVICES LIMITED
7. STANDARD CAPITAL Wholly on subsidiary of Standard Capital Markets
ADVISORS LIMITED Limited
8. KRV BROOMS PRIVATE Wholly on subsidiary of Standard Capital Markets
LIMITED Limited
9. HILUM COMMODITIES Shareholder having more than 10% of Equity
PRIVATE LIMITED
10 VEIN INDIA SCHOLARS Mr. Gaurav Jindal (Relative of Mr. Ram Gopal
PRIVATE LIMITED Jindal) who is also the Promoter group of the
Standard Capital Markets Limited is a Director of
the VEIN INDIA SCHOLARS PRIVATE LIMITED
11. AMPLITUDE Mr. Ram Gopal Jindal who is a Managing Director &
INFRASTRUCTURE Promoter of the Standard Capital Markets Limited
PRIVATE LIMITED is also a Director in AMPLITUDE
INFRASTRUCTURE PRIVATE LIMITED
12 INSTITUTION Mr. Ram Gopal Jindal who is a Managing Director &
INFRASTRUCTURE Promoter of the Standard Capital Markets Limited
PRIVATE LIMITED is also a Director in INSTITUTION
INFRASTRUCTURE PRIVATE LIMITED
13. STANDARD INSURANCE subsidiary of Standard Capital Markets Limited
BROKING LIMITED
----- End of picture text -----

Further, in terms of applicable SEBI Circulars the members are requested to take note of the additional information:

==> picture [162 x 43] intentionally omitted <==

==> picture [450 x 20] intentionally omitted <==

----- Start of picture text -----

S. No. Particulars
----- End of picture text -----

S. No. Particulars	S. No. Particulars	S. No. Particulars

1.	The percentage of the Company annual turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction	(i) The value of proposed transactions with Gaurav Jindal during the FY 2025-26 is 322.91% of the annual turnover of the Company for the FY 2023-24. (ii) The value of proposed transactions with Ram Gopal Jindal during the FY 2025-26 is 322.91% of the annual turnover of the Company for the FY 2023-24. (iii) The value of proposed transactions with QuicktouchTechnologies Limitedduring the 2025-26 is 322.91% of the annual turnover of the Company for the FY 2023-24. (iv) The value of proposed transactions with GENIUS TOWNSHIPS PRIVATE LIMITED during the FY 2025-26 is 322.91% of the annual turnover of the Company for the FY 2023-24. (v) The value of proposed transactions with BIR FOODS & RESTAURANTS PRIVATE LIMITED during the FY 2025-26 is 322.91% of the annual turnover of the Company for the FY 2023-24. (vi) The value of proposed transactions with STANDARD INFRACAP SERVICES LIMITED during the FY 2025-26 is 322.91% of the annual turnover of the Company for the FY 2023-24. (vii) The value of proposed transactions with STANDARD CAPITAL ADVISORS LIMITED during the FY 2025-26 is 322.91% of the annual turnover of the Company for the FY 2023-24. (viii) The value of proposed transactions with KRV BROOMS PRIVATE LIMITED during the F.Y 2025-26 is 322.91% of the annual turnover of the Company for the FY 2023-24. (xi) The value of proposed transactions with HILUM COMMODITIES PRIVATE LIMITED duringthe FY 2025-26 is 322.91% of the

==> picture [162 x 43] intentionally omitted <==

==> picture [449 x 649] intentionally omitted <==

----- Start of picture text -----

annual turnover of the Company for the FY
2023-24.
(x)The value of proposed transactions with
VEIN INDIA SCHOLARS PRIVATE LIMITED
during the FY 2025-26 is 322.91% of the
annual turnover of the Company for the FY
2023-24.
(xi) The value of proposed transactions with
AMPLITUDE INFRASTRUCTURE PRIVATE
LIMITED during the FY 2025-26 is 322.91%
of the annual turnover of the Company for
the FY 2023-24.
(xii) The value of proposed transactions with
INSTITUTION INFRASTRUCTURE PRIVATE
LIMITED during the FY 2025-26 is 322.91%
of the annual turnover of the Company for
the FY 2023-24.
(xiii)The value of proposed transactions with
STANDARD INSURANCE BROKING LIMITED
during the FY 2025-26 is 322.91% of the
annual turnover of the Company for the FY
2023-24.
If the transaction relates to Particulars ICD availed ICD given by
any loans, intercorporate by SCML SCML
deposits, advances or Interest Rate 7-9% 8-10%
investments made or given Tenure Upto 18 Upto 18
by the Company or its Month Month
subsidiary- The Information Repayment Generally Generally
pertaining to Loans and Bullet Bullet
Advances provided by the Security Generally Generally
Company (Secured / Unsecured Unsecured
Unsecured)
4. Justification as to why the
RPT is in the interest of the The related party transactions entered by the
Company Company with their Related Party are in the
Ordinary course of business and are on an
arm’s length basis. It is further ensured that
the transactions with Related Party are
conducted as if it is with an unrelated party,
so that there is no conflict of interest.
----- End of picture text -----

==> picture [162 x 43] intentionally omitted <==

Except, Mr. Ram Gopal Jindal, Managing Director of the Company and his relatives as well as related Entity and members of promoter and promoter group, as referred above (to the extent of their shareholding in the Company), none of the Director and Key Managerial Personnel and their relatives are deemed to be concerned or interested, financially or otherwise, in the resolution at Item no. 3 to 15 of the accompanying notice. The Board recommends the resolutions at Item no. 3 to 15 to be passed as an Ordinary Resolution(s).

The Members may please note that in terms of the provisions of the Listing Regulations, all the related party(ies) shall abstain from voting in favour of the resolutions under Item No. 3 to 15.

By order of the Board of Directors For Standard Capital Markets Limited

Place: New Delhi Date: 08.03.2025

SD/Ram Gopal Jindal

Managing Director

AI assistant

Standard Capital Markets Ltd. — Proxy Solicitation & Information Statement 2025

61844_rns_2025-03-11_44f4da21-62a3-4470-b9fd-00aecd938c7d.pdf

Ref. No.: SCML/2024-2025/326

To Date: March 11, 2025 Listing Operations

Scrip Code: 511700

- Sub: Notice of Extra Ordinary General Meeting and E Voting information

STANDARD CAPITAL MARKETS LIMITED

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

SPECIAL BUSINESSES:

ITEM NO. 2: ISSUANCE OF 72,45,74,640 EQUITY SHARES TO THE PERSONS BELONGING TO “NON-PROMOTER” CATEGORY ON PREFERENTIAL BASIS UPON CONVERSION OF LOAN

ITEM NO. 3 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH MR. GAURAV JINDAL:

ITEM NO. 4 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH MR. RAM GOPAL JINDAL:

ITEM NO. 5 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. QUICKTOUCH TECHNOLOGIES LIMITED.

ITEM NO. 6 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. GENIUS TOWNSHIPS PRIVATE LIMITED .

ITEM NO. 7 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. BIR FOODS & RESTAURANTS PRIVATE LIMITED:

ITEM NO. 8 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. STANDARD INFRACAP SERVICES LIMITED:

ITEM NO. 9 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. STANDARD CAPITAL ADVISORS LIMITED:

ITEM NO. 10 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. KRV BROOMS PRIVATE LIMITED:

ITEM NO. 11 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. HILUM COMMODITIES PRIVATE LIMITED:

ITEM NO. 12 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. VEIN INDIA SCHOLARS PRIVATE LIMITED:

ITEM NO. 13 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. AMPLITUDE INFRASTRUCTURE PRIVATE LIMITED:

ITEM NO. 14 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. INSTITUTION INFRASTRUCTURE PRIVATE LIMITED:

ITEM NO. 15 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION(S) WITH M/S. STANDARD INSURANCE BROKING LIMITED:

Notes:

19.The process and manner for members opting for voting through electronic means are as under:

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

For Physical shareholders and other than individual shareholders Holding shares in Demat.

PAN

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

Other Information:

EXPLANATORY STATEMENT

(Pursuant to section 102 of the Companies Act, 2013)

ITEM No. 1:

ITEM No. 2:

I. Objects of the Preferential Issue

II. Monitoring of Utilization of Funds

III. Particulars of the offer including date of passing of board resolution, kind of securities offered, maximum number of specified securities to be issued:

IV. The intent of the promoters, directors, key management personnel, or senior management of the issuer to subscribe to the offer.

V. The Shareholding Pattern of the issuer before and after the preferential issue:

Notes:

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

VII. Number of persons to whom allotment on a preferential basis has already been made during the year, in terms of the number of securities as well as price:

VIII. The identity of the natural persons who are the ultimate beneficial owners of the securities proposed to be allotted and/or who ultimately control the proposed allottee(s):

IX. The percentage of post-preferential issue capital that may be held by the allottee(s) pursuant to the preferential issue.

Notes:

X. Consequential changes in the Voting Rights, change in control, and change in the Management, if any, in the issuer consequent to the preferential issue:

XI. Lock-in Period:

XII. Issue price and Relevant Date:

XIII. Undertakings:

XIV. Disclosures specified in Schedule VI of ICDR Regulations, if the issuer or any of its promoters or directors is a willful defaulter or fraudulent borrower:

XV. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter:

XVI. Practicing Company Secretary’s Certificate:

XVII.Details of the Directors, Key Managerial Persons, or their relatives, in any way, concerned or interested in the said resolution:

ITEM NO(S). 3 TO 15

Justification:

More from Standard Capital Markets Ltd.

Standard Capital Markets Ltd. Proxy Solicitation & Information Statement 2025