Nature of the Disclosure

This is a regulatory compliance filing submitted to the BSE and NSE stock exchanges. It provides clarifications and disclosures pursuant to observations received from the National Stock Exchange of India Limited (NSE) regarding the company's application for in-principle approval for a proposed preferential issue. The filing also discloses an amendment to a previously announced Share Swap Agreement.

Outcome of the EGM

The Extra-Ordinary General Meeting (EGM No. 01/2026-27) of the members of Standard Engineering Technology Limited was held on Monday, August 10, 2026, through Video Conferencing/Other Audio-Visual Means (VC/OAVM).

The following special resolutions set out in the EGM Notice (dated July 11, 2026) and its Corrigendum (dated August 4, 2026) were transacted and approved by the members:

  • Special Resolution No. 1: Issuance of 24,39,750 equity shares of the Company on a preferential basis to non-promoter investors, for cash consideration.
  • Special Resolution No. 2: Issuance of equity shares (number revised, see below) on a preferential basis pursuant to a Share Swap Agreement, for consideration other than cash.

The voting results and Scrutinizer's Report for the EGM were/will be submitted separately under Regulation 44 of the SEBI LODR Regulations.

Amendment to Share Swap Agreement

The key changes per the amendment are:

  • The non-cash consideration payable was revised from Rs. 65,00,00,283 to Rs. 64,99,92,079.
  • Consequently, the number of equity shares to be issued and allotted to Truplusco India LLP was revised from 22,18,431 to 22,18,403.

All other terms and conditions of the original Share Swap Agreement remain unchanged.

Clarifications to NSE Observations

Subsequent to issuing the EGM Notice and Corrigendum, the Company received observations/clarifications from NSE regarding its application for in-principle approval for the preferential issue. The following clarifications were provided:

A. Clarifications for Special Resolution No. 1 (Cash Consideration Issue)

i) Typographical Error Correction: A reference to "Warrants Issue Price" in point no. 7 of the Explanatory Statement was confirmed to be a typographical error. The correct reference is "Equity Shares Issue Price". The company confirms the entire preferential issue comprises only equity shares, with no warrants involved.

ii) Shareholding Computation Basis: It was clarified that the pre-issue shareholding of the Proposed Allottees is computed on a non-diluted basis, referring to a paid-up equity share capital of 19,94,91,662 shares, excluding outstanding ESOP grants. The post-issue shareholding is computed on a fully diluted basis, considering 6,00,000 outstanding ESOP grants and the 46,58,153 equity shares from both preferential issues, resulting in an expanded capital base of 20,47,49,815 shares for percentage calculations.

The revised pre- and post-issue holding for the allottees under Special Resolution No. 1 is:

  • AGI Group Holdings Inc. (PAN: ABFCA8697L, Non-Promoter): Pre-issue: Nil (0.00%); Post-issue: 22,77,100 shares (1.11% on fully diluted basis).
  • Monoflus Pte. Ltd. (PAN: AAVCM0483H, Non-Promoter): Pre-issue: 71,70,000 shares (3.59%); Post-issue: 73,32,650 shares (3.58% on fully diluted basis).

iii) Consolidated Shareholding Pattern: A consolidated shareholding pattern, combining the effects of both preferential issues and outstanding ESOPs, was provided in Annexure I, superseding previous annexures. It shows the holding on both a pre-issue (non-diluted) and post-issue (fully diluted) basis.

B. Clarifications for Special Resolution No. 2 (Share Swap Issue)

i) Revision in Share Count: The revision in the number of shares to be issued (from 22,18,431 to 22,18,403) and the total consideration (from Rs. 65,00,00,283 to Rs. 64,99,92,079) is due to a rounding-off/fractional adjustment required for issuing whole shares. The number of shares being acquired in GScale Energy Private Limited (26,257 equity shares, 17.45% of its capital) and their valuation (Rs. 24,755 per share) remain unchanged. A resultant differential amount of Rs. 44 will be paid in cash by Truplusco India LLP to the Company to ensure full discharge of the consideration.

ii) Swap Ratio Change: Consequently, the Swap Ratio was revised immaterially from 84.48:1 to 84.49:1. This change is due to the arithmetical rounding and does not alter the commercial substance of the transaction.

Key Financials and Capital Structure Impact

  • Current Paid-up Equity Capital (Non-diluted): 19,94,91,662 equity shares.
  • Outstanding ESOP Grants: 6,00,000.
  • Shares to be issued for Cash (SR No.1): 24,39,750 equity shares.
  • Shares to be issued for Non-Cash (SR No.2, revised): 22,18,403 equity shares.
  • Total Shares to be Issued Preferentially: 46,58,153 equity shares.
  • Fully Diluted Post-issue Capital: 20,47,49,815 equity shares.
  • Issue Price for Preferential Shares: Rs. 293 per share (Face Value: Rs. 10, Premium: Rs. 283).
  • Total Cash Consideration (SR No.1): Rs. 71,48,46,750 (24,39,750 shares * Rs. 293).
  • Revised Non-Cash Consideration (SR No.2): Rs. 64,99,92,079 (22,18,403 shares * Rs. 293).
  • Value of GScale Energy Shares Acquired: Rs. 64,99,92,035 (26,257 shares * Rs. 24,755).
  • Cash Adjustment Payment: Rs. 44 (payable by Truplusco India LLP to the Company).

Shareholding Pattern Impact (Annexure I)

Pre-issue (Non-diluted basis; 19,94,91,662 shares):

  • Promoter & Promoter Group: 12,06,33,078 shares (60.47%)
  • Public: 7,88,58,584 shares (39.53%)

Post-issue (Fully diluted basis; 20,47,49,815 shares):

  • Promoter & Promoter Group: 12,06,33,078 shares (58.92%)
  • Public (including new allottees): 8,35,16,737 shares (40.79%)
  • Outstanding ESOPs: 6,00,000 shares (0.29%)
  • New Allottees' Post-issue Holding:
  • AGI Group Holdings Inc.: 22,77,100 shares (1.11%)
  • Monoflus Pte. Ltd.: 73,32,650 shares (3.58%)
  • Truplusco India LLP: 22,18,403 shares (1.08%)

Annexure II Disclosures (Amendment Agreement)

  • Parties: Standard Engineering Technology Limited and Truplusco India LLP.
  • Agreements: Share Swap Agreement (July 11, 2026); Amendment Agreement (August 24, 2026).
  • Purpose: To align the non-cash consideration with a whole number of issuable shares.
  • Reason: Rounding-off/fractional adjustment; arithmetical with no commercial substance change.
  • Counterparty Shareholding: Pre-issue: Nil. Post-issue: 22,18,403 shares (1.08%).
  • Related Party Status: Truplusco India LLP is not related to the promoter/promoter group/group companies. The transaction is not a Related Party Transaction and is at arm's length.
  • Share Issuance Details: 22,18,403 equity shares (FV Rs. 10) at Rs. 293 per share (Premium Rs. 283) on a preferential basis for non-cash consideration.
  • Impact: No change in management/control, no special rights conferred, no conflict of interest. Allotment is subject to receipt of in-principle approval from stock exchanges and compliance with SEBI ICDR Regulations, 2018.