GACM Technologies Limited — AGM Information 2023

Sep 6, 2023

GACM TECHNOLOGIES LIMITED

(Formerly Known as Stampede Capital Limited)

Date: September 06, 2023

To, The Secretary, Listing Department BSE Limited P.J Towers, Dalal Street, Fort, Mumbai - 400 001 Scrip Code: 531723 / 570005	To, The Manager, Listing Department, National Stock Exchange of India Limited Exchange Plaza. 5th Floor, Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (E), Mumbai-400051, Maharashtra. Symbol: GATECH / GATECHDVR

Dear Sir / Madam,

SUBJECT: NOTICE CONVENING 28[TH] ANNUAL GENERAL MEETING (“AGM”) FOR THE FINANCIAL YEAR 2022-23 AND INTIMATION OF CUT-OFF DATE FOR E-VOTING OF THE GACM TECHNOLOGIES LIMITED (FORMERLY KNOWN AS STAMPEDE CAPITAL LIMITED (“THE COMPANY”):

REFERENCE: PURSUANT TO REGULATIONS 30, 34 AND 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“LISTING REGULATIONS”).

In furtherance to the captioned subject and mentioned reference, we wish to inform you that the 28[th] AGM of the Company is scheduled to be held on Thursday, 28[th] day of September 2023 at 02:30 p.m. through Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”), in accordance, with the relevant circulars issued by Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”).

In compliance with relevant circulars issued by the Ministry of Corporate Affairs and the SEBI, the Annual Report of the Company for the financial year 2022-23 including a Notice convening the 28[th] AGM which are being sent through electronic mode to all those Members of the Company whose e-mail addresses are registered with the Company/Depository Participant(s).

The aforesaid documents are available on the website of the Company at http://gacmtech.com/static/investor-annual-report.aspx.

WE WISH TO BRING TO YOUR KIND NOTICE THE SCHEDULE OF THE 28TH AGM OF THE COMPANY FOR THE FINANCIAL YEAR 2022-23 AS UNDER:

Particulars	Particulars	Particulars	Particulars	Particulars	Details
Date and Time of 28th AGM					Thursday, September 28, 2023 at 02.30 p.m. (I.S.T.)
Cut-offdate for e-voting					Thursday, September 21,2023
E-Voting start date and time					Sunday, September 24,2023 at 09:00 p.m.(I.S.T.)
	REGISTERED OFFICE:KURA Towers, 10th Floor, D. No. 1-11-254 & 1-11-255 S.P. Road, Begumpet, Hyderabad-500016, Telangana, India. CIN: L67120TG1995PLC020170 WEBSITE: https://www.stampedecap.com/EMAIL ID: cs@stampedecap.com CONTACT: 040-69086900/84
		**WEBSITE: **
				CONTACT: 040-69086900/84

GACM TECHNOLOGIES LIMITED

(Formerly Known as Stampede Capital Limited)

E-Voting end date and time Wednesday, September 27, 2023 at 05:00 p.m. (I.S.T.) Book Closure date start Friday, September 22, 2023 Book Closure date end Thursday, September 28, 2023

We request you to take the above on your record.

Thanking You, Yours faithfully,

For and on Behalf of GACM TECHNOLOGIES LIMITED

Venkata Tirupati Rao Jonna Digitally signed by Venkata Tirupati Rao Jonna DN: c=IN, st=Telangana, 2.5.4.20=5b51916d3c615ebe751bd96d6ec5c4897ebe0d8a83aefc6d9374bf2ac07ec981, postalCode=500055, street=Municipall Office Road , Quthubullapur Mandal , Qutubullapur , Kv Rangareddy, pseudonym=d41d8cd98f00b204e9800998ecf8427e, serialNumber=2a588a30affcca7c5dc97f7838f7146e9cd9035528b0ffd36188114fe11bb63d, o=Personal, cn=Venkata Tirupati Rao Jonna Date: 2023.09.06 20:47:21 +05'30'

Jonna Venkata Tirupati Rao Managing Director DIN : 07125471 Encl : As above

REGISTERED OFFICE: KURA Towers, 10th Floor, D. No. 1-11-254 & 1-11-255 S.P. Road, Begumpet, Hyderabad-500016, Telangana, India. CIN: L67120TG1995PLC020170 WEBSITE: https://www.stampedecap.com/EMAIL ID: cs@stampedecap.com CONTACT: 040-69086900/84

Notice of 28[th] Annual General Meeting (“AGM”) of the GACM Technologies Limited (Formerly known as Stampede Capital Limited)

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

NOTICE OF 28[TH ] ANNUAL GENERAL MEETING (“AGM”)

NOTICE is hereby given that the Twenty-Eighth (28[th] ) AGM of the Members of GACM Technologies Limited (Formerly known as Stampede Capital Limited) (“the Company”) will be held on Thursday, September 28, 2023, at 02:30 p.m. Indian Standard Time (IST), through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) facility to transact the following businesses:

ORDINARY BUSINESS:

ITEM NO.: 01: CONSIDERATION AND ADOPTION OF THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023, AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON.

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

“RESOLVED THAT the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2023, and the reports of the Board of Directors and Auditor’s thereon as circulated to the members with the notice of the Annual General Meeting, be and are hereby received, considered and adopted.”

ITEM NO.: 02: CONSIDERATION AND ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023, AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON.

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

“RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023, and the reports of the Board of Directors and Auditor’s thereon as circulated to the members with the notice of the Annual General Meeting, be and are hereby received, considered and adopted.”

ITEM NO.: 03: APPOINT MR. SRINIVAS MAYA (DIN: 08679514), AS A DIRECTOR LIABLE TO RETIRE BY ROTATION AND IS ELIGIBLE FOR RE-APPOINTMENT ON THE SAME TERMS AND CONDITIONS.

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

“RESOLVED THAT Mr. Srinivas Maya (DIN: 08679514) Whole Time Director who retires by rotation at the 28[th] Annual General Meeting in accordance with the Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation. (T&C of the appointment)

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

SPECIAL BUSINESSES:

ITEM NO.: 04: RE-APPOINTMENT OF MR. JONNA VENKATA TIRUPATI RAO (DIN: 07125471) AS A MANAGING DIRECTOR:

To consider and, if thought fit, to pass, the following resolution as a SPECIAL RESOLUTION :

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) (including any statutory modification or re-enactment thereof for the time being in force) read along with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time and on the recommendation of Nomination and Remuneration Committee and Audit Committee, the consent of the Members of the Company be and is hereby accorded approve re-appointment of Mr. Jonna Venkata Tirupati Rao as Managing Director (‘MD’) of the Company for a period of 3 years commencing from November 27, 2023 to November 26, 2026 not liable to retire by rotation, upon the terms and conditions including remuneration set out in the Explanatory Statement annexed to the Notice convening this meeting (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his re-appointment), with liberty to the Board of Directors to alter and vary the terms and conditions of the said reappointment in such manner as may be agreed to between the Board of Directors and Mr. Jonna Venkata Tirupati Rao Incompliance with Schedule V to the Act or any statutory amendment(s) and/or modification(s) thereof.

RESOLVED FURTHER THAT subject to such approvals, consents and permission as may be required, in the event of loss or inadequacy of net profits in any Financial Year, the Company pays Mr. Jonna Venkata Tirupati Rao, remuneration by way of salary, perquisites and allowances as set out in Explanatory Statement as Minimum Remuneration.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary the terms and conditions of the appointment and/or remuneration as may be agreed between the Board of Directors and Mr. Jonna Venkata Tirupati Rao and/or in such manner and to such extent as may be permitted or authorized in accordance with the provisions under the Act for the time being in force, subject to the same not exceeding the limits specified in Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company (which shall be deemed to include a Committee of the Board) and/or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

ITEM NO.: 05: RE-APPOINTMENT OF MR. SRINIVAS MAYA (DIN: 08679514) AS A WHOLE TIME DIRECTOR OF THE COMPANY.

To consider and, if thought fit, to pass, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification or re-enactment thereof for the time being in force) read along with Schedule V to the Act and the Companies (Appointment and

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and on the recommendation of Nomination and Remuneration Committee and Audit Committee, the consent of the Members of the Company be and is hereby accorded approve re-appointment of Mr. Srinivas Maya as Whole Time Director (‘WTD’) of the Company for a period of 3 years commencing from November 13, 2023 to November 12, 2026 liable to retire by rotation, upon the terms and conditions including remuneration set out in the Explanatory Statement annexed to the Notice convening this meeting (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his reappointment), with liberty to the Board of Directors to alter and vary the terms and conditions of the said reappointment in such manner as may be agreed to between the Board of Directors and Mr. Srinivas Maya.

RESOLVED FURTHER THAT the office of whole Time Director shall be liable to retire by rotation, provided that if he vacates office by retirement by rotation under the provisions of the Companies Act, 2013 at any Annual General Meeting and is re-appointed as a Director at the same meeting, he shall not, by reason only of such vacation, cease to be the Whole Time Director.

RESOLVED FURTHER THAT subject to such approvals, consents and permission as may be required, in the event of loss or inadequacy of net profits in any financial year, the Company pays Mr. Srinivas Maya, remuneration by way of salary, perquisites and allowances as set out in Explanatory Statement as Minimum Remuneration.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary the terms and conditions of the re-appointment and/or remuneration as may be agreed between the Board of Directors and Mr. Srinivas Maya and/or in such manner and to such extent as may be permitted or authorized in accordance with the provisions under the Act for the time being in force, subject to the same not exceeding the limits specified in Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company (which shall be deemed to include a Committee of the Board) and/or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

ITEM NO.: 06: APPROVAL FOR MATERIAL-RELATED PARTY TRANSACTIONS.

To consider and, if thought fit, to pass, the following resolution as an ORDINARY RESOLUTION :

“RESOLVED THAT pursuant to the provisions of Regulation 23 and other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“Listing Regulations”), read with Section 188 of the Companies Act, 2013 (“the Act”) and other applicable provisions, if any along with the Rules made thereunder and other applicable laws including any amendments, modifications, variations or reenactments thereof and the Company’s Policy on Related Party Transactions and based on the recommendation of the Audit Committee and the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Company for entering into and /or continuing with Material Related Party Transactions / Contract(s) / Arrangement(s) / Agreements or Modification(s) thereto, as detailed in the Explanatory Statement annexed to this Notice with following related parties as per details set out herewith commencing from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting held in Financial Year 2024-25.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

Sr. No	Related Party	Relationship Reference	Nature Of Transaction	Details of Transactions including Tenure	Limits in Rs.
1.	GAYI ADI Holdings Private Limited (Earlier known as GAYI ADI Management and Trends Private Limited)	Common Directors and Promoter Entity	Business Advance and Provision or availing of Services	Provision or availing of any kind of Services including Inter- corporate Loan given and taken Tenure: Recurring Transactions	100 Crore Per Entity
2.	G.A. Apparel Private Limited (Earlier known as Haseena Apparel (OPC) Private Limited)	Common Directors
3.	JVTR Consultants Private Limited	Common Directors
4.	GAYI ADI Enterprise Limited	Common Directors
5.	G.A. Capital Management Private Limited (Earlier known as GAYI ADI Capital Management Private Limited and GAYI ADI Hatcheries Private Limited)	Common Directors
6.	UNIVA Foods Limited (Earlier known as Hotel RugbyLimited)	Common Directors
7.	WEXL EDU Private Limited	Common Directors
8.	GAYI ADI Fintech Private Limited	Common Directors
9.	EDUI2I Private Limited	Common Directors
10.	GACM Realty India Private Limited	Common Directors
11.	NETIZENS Entertainments Private Limited	Common Directors
12.	ATTICAFE Private Limited	Common Directors

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

RESOLVED FURTHER THAT that the Board of Directors of the Company (including any Committee thereof) be authorized 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 to give effect to this Resolution 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 that all actions taken by the Board of Directors of the Company (including any Committee thereof) in connection with any matter referred to or contemplated in this Resolution, be approved, ratified and confirmed in all respects.”

Registered Office

Registered Office By order of the Board KURA Towers, 10[th] Floor, D. No. 1-11-254 For GACM Technologies Limited and 1-11-255, S.P. Road, Begumpet, Sd/- Hyderabad-500016, Telangana, India. Anil Thakur Place : Hyderabad Chairman, Non-Executive Date : September 05, 2023 Independent Director DIN: 08945434

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

NOTES:

1. The Ministry of Corporate Affairs (‘MCA’), Government of India (“MCA”) vide its General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, followed by General Circular No 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being 10/2022 dated December 28, 2022 (“MCA Circulars”) allowed, inter-alia, the conduct of AGMs through Video Conferencing/ Other Audio-Visual Means (“VC/ OAVM”) facility on or before September 30, 2023. The Securities and Exchange Board of India (“SEBI”) also vide its Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January 05, 2023 (“SEBI Circular”) has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 (“Listing Regulations”). In compliance with the provisions of the Companies Act, 2013 read with MCA Circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the 28[th] AGM of the Company will be held through VC/OAVM, which does not require physical presence of members at a common venue.

In accordance with the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on the applicability of Secretarial Standards - 1 and 2 dated April 15, 2020, issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. The proceedings of the Twenty-Eighth AGM shall be deemed to be conducted at the Registered Office of the Company at KURA Towers, 10[th] Floor, D. No. 1-11-254 & 1-11-255 S.P. Road, Begumpet, Hyderabad-500016, Telangana, India which shall be the deemed venue of the AGM.

The Deemed Venue for the 28[th] AGM shall be the Registered Office of the Company i.e., KURA Towers, 10[th] Floor, D. No.1-11-254 & 1-11-255 S.P. Road, Begumpet, Hyderabad-500016, Telangana, India. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.

1. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and therefore the Proxy Form and Attendance Slip are not annexed to this Notice. 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 AGM through VC / OAVM and cast their votes through e-voting.

2. Corporate members are required to send a scanned copy (PDF/JPG Format) of the Board Resolution/ Power of Attorney authorizing its representatives to attend and vote at the AGM through VC / OAVM on its behalf pursuant to Section 113 of the Act. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered Email address to mustafabohra@mbassociate.in with a copy marked to helpdesk.evoting@cdslindia.com.

3. Information with respect to Mr. Jonna Venkata Tirupati Rao, Managing Director and Mr. Srinivas Maya Whole-Time Director, seeking re-appointment as Director(s) as required under Regulation 36(3) of the Listing Regulations and the Secretarial Standards is annexed hereto and forms part of the AGM Notice.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

1. In the case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

2. A statement pursuant to Section 102 (1) of the Companies Act, 2013 (‘the Act’) setting out the material facts concerning each item of special business set out in the Notice is annexed hereto.

3. The Members can join the AGM 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 AGM through VC / OAVM will be made available for 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. The detailed instructions for joining the Meeting through VC/OAVM form part of the Notes to this Notice.

4. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

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 the AGM. For this purpose, the Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide the facility for remote e-voting through electronic means, for participation in the AGM through VC / OAVM and for e-voting during the AGM as the authorized agency.

1. ELECTRONIC DISPATCH OF AGM NOTICE AND ANNUAL REPORT: In line with the MCA Circulars, the Notice calling the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose E-mail addresses are registered with the Company / Depositories and has been uploaded on the website of the Company at http://gacmtech.com/static/investor-annualreport.aspx. the website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. The Notice can also be accessed from the websites of CDSL (the agency for providing the Remote e-voting facility) i.e., www.evotingindia.com. A printed copy of the Annual Report (including the Notice) is not being sent to the Members in view of the MCA Circulars and SEBI Circulars.

2. Members who would like to express their views/ask questions as a speaker at the Meeting may preregister themselves by sending a request from their registered E-mail address mentioning their names, DP ID and Client ID / Folio Number, PAN and Mobile Number at cs@stampedecap.com by Thursday, September 21, 2023 (05.00 p.m. IST). Only those Members who have pre-registered themselves as speakers will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

Only those Members who have registered themselves as a ‘speaker’ will be allowed to express their views / ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

1. The electronic copies of all documents which are referred to in this Notice but not attached to it will be made available for inspection. For inspection, the Members are requested to send a request through an e-mail to cs@stampedecap.com with the Depository participant ID and Client ID or Folio number.

2. The following documents/registers will be available for online inspection by the Members of the Company up to the date of the AGM:

3. a. The Register of Directors and Key Managerial Personnel and their Shareholding and Register of Contracts or arrangement in which Directors are interested under the Companies Act, 2013.

4. b. All the documents referred to in the AGM Notice and the Explanatory Statement are annexed to the AGM Notice.

Members who wish to inspect any of the abovementioned documents may write to the Company at cs@stampedecap.com / info@stampedecap.com.

1. The Members desiring any information relating to the accounts or have any questions, are requested to write to the Company at cs@stampedecap.com by 05.00 PM (IST) on Thursday, September 21, 2023 so as to enable the Management to keep the information ready and provide it at the AGM. Provided that the information to be provided shall be within four corners of the law and shall be provided that is permissible under the law.

2. In terms of Section 72 of the Act, a nomination facility is available to individual Members holding shares in the physical mode. Members may send the duly filed nomination form in SH-13 or desirous of cancelling the earlier nomination and recording a fresh nomination may send the duly filled form SH-14 to VCCIPL.

Members can obtain the blank forms SH-13 and SH-14 from the website of VCCIPL info@vccipl.com.

1. The Company’s Registrar & Transfer Agent for its Share Registry (both, Physical as well as Electronic) is Venture Capital and Corporate Investments Private Limited (“VCCIPL”) (‘R&TA’) having its office at Door No. 4 - 50 / P-II / 57 / 4 & 5[th] Floors, Plot No. 57, Jayabheri Enclave, Phase II, Gachibowli, Seri Lingampally, Hyderabad - 500032, Telangana, India. (Unit: GACM Technologies Limited) .

2. Mr. Mustafa Bohra, Practicing Company Secretary (Membership No. ACS 61727) has been appointed as the Scrutinizer to scrutinize the e-voting process or in his absence Mr. Harikshit Sinha, Practicing Company Secretary (Membership No. ACS 60604) in a fair and transparent manner of voting and remote e-voting for the AGM, including for any adjournment(s) thereof.

3. The Chairman or any other person authorized by the Chairman in this behalf shall forthwith on receipt of the consolidated Scrutinizer’s Report, declare the results of the voting within the specified time from the conclusion of the AGM. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.gacmtech.com. com and on the website of CDSL e-voting at

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

www.evotingindia.com immediately after the results are declared by the Chairman or any other person so authorized. Simultaneously, the same will also be communicated to the BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed.

1. The resolutions as set out in the AGM Notice shall be deemed to be passed on the date of the AGM i.e., Thursday, September 28, 2023, subject to receipt of the requisite number of votes in favour of the resolution(s).

2. Noting of Corrigendum sent by the Company through email to all its members on February 17, 2023, for addition in Notice of Postal Ballot dated January 23, 2023, and Corrigendum sent by the Company through e-mail to all its members on March 29, 2023, for addition in Notice of Postal Ballot dated January 23, 2023, subsequently during the ongoing postal ballot dated March 20, 2023, for the Name Change of the company From Stampede Capital Limited To GACM Technologies Limited and addition of the main object clause to the Memorandum of Association of the Company, therefore, as required to provide addition information to the members of the company in respect of the previous postal ballot notice dated January 23, 2023 during the processing of the application of in-principle approval.

The Company issued the Notice of Postal Ballot (“Notice”) dated Monday, January 23, 2023, to the shareholders of the Company on Tuesday, January 24, 2023.

• The Notice of Postal Ballot dated January 23, 2023, can be accessed at https://www.bseindia.com/xml data/corpfiling/AttachHis/dae5843d-9ebb-416c-b27b-850eae95ce5b.pdf

• The Notice of Postal Ballot dated March 20, 2023, can be accessed at https://www.bseindia.com/xml data/corpfiling/AttachHis/f9fd84ba-202f-4259-9cf4-048f03c56fcd.pdf

Subsequent to the circulation and publication of the same, the Company deemed it appropriate to make additions in some of the points of the Explanatory Statement to the Notice of Postal Ballot during the processing of the application of in-principle approval. The same changes had been carried through the corrigendum as cited above.

The aforementioned corrigendum sent by the Company can be accessed at below web address:

During the Financial Year 2022-23.

01[st] Corrigendum dated February 17, 2023: https://www.bseindia.com/xml-data/corpfiling/AttachHis/1f60aab5-e56e-40e2-abe69158114051e4.pdf

02[nd] Corrigendum dated March 29, 2023: https://www.bseindia.com/xml-data/corpfiling/AttachHis/4e979716-7c0e-428b-b1f2060f0e268ccc.pdf

After the closure of the Financial Year 2022-23

03[rd] Corrigendum dated April 03, 2023:

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

https://www.bseindia.com/xml-data/corpfiling/AttachHis/a63997c9-0361-4258-b425cc920d6d1114.pdf

All other contents of the Notice, save and except as amended/clarified by this Corrigendum remained unchanged.

On and from the date thereof, the Notice shall always be read in conjunction with these Corrigendum that shall form an integral part of the Notice.

1. Manner to register/update email addresses: (for physical shareholders and electronic shareholders).

The Members holding shares in electronic mode are requested to register/update their email address, Permanent Account Number (“PAN”) and Bank Account details with the Depository Participant where their respective dematerialised accounts are maintained and in respect of shares held in physical form by writing to the Company’s RTA, i.e Venture Capital And Corporate Investments Private Limited , Address, Door No. 4-50/P-II/57/4 & 5th Floors, Plot No. 57, Jayabheri Enclave, Phase II Gachibowli, Seri Lingampally, Hyderabad-500032, Telangana, India, Phone: +91 040-23818475/23818476/23868023, e-mail: investor.relations@vccipl.com/ info@vccipl.com.

Members holding shares in physical mode are requested to note that SEBI vide its circulars SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, has simplified the process for investor service requests. SEBI has made it mandatory for holders of physical securities to furnish PAN, bank account details, contact details, specimen signature and nomination for their corresponding folio numbers. SEBI has notified forms for the purpose, as detailed below:

Forms	Description
Form ISR-1	Request for registering PAN, bank account details, signature, mobile, email-id, address or changes / up-dation thereof
Form ISR- 2	Confirmation of Signature of securities holder by the Banker
Form SH-13	Nomination form
Form ISR-3	Declaration for Nomination opt-out
Form SH- 14	Change in Nomination

The above forms can be downloaded from the Company’s website at http://gacmtech.com/files/announcements/638156895836615373_Mandatory_furnishing_of_PAN_KY C_details_and_Nomination_by_holders_of_physical_securities.pdf / Accordingly, members are requested to make service requests / update their records by submitting a duly filled and signed forms, along with the related proofs listed in the forms to Company RTA, i.e Venture Capital And Corporate Investments Private Limited, Address, Door No. 4-50/P-II/57/4 & 5th Floors, Plot No. 57, Jayabheri Enclave, Phase II Gachibowli, Seri Lingampally, Hyderabad-500032, Telangana, India, Phone: +91 04023818475/23818476/23868023, e-mail: investor.relations@vccipl.com / info@vccipl.com

The above information is issued for the information and benefit of all the Members of the Company and is in compliance with the MCA Circular(s) and the SEBI Circular(s).

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

1. Procedure and instructions for remote e-voting on the resolutions proposed in the AGM Notice:

In terms of the SEBI circular dated December 09, 2020, on “e-Voting facility provided by Listed Companies”, the e-voting process has been enabled for all the individual demat account holders, by way of single login credentials, through their demat accounts/websites of depositories and depository participants (DPs), in order to increase the efficiency of the voting process.

Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in the e-voting process. Members are advised to update their mobile number and email ID in their demat accounts in order to access the e-voting facility.

• A. Login method for remote e-voting for Individual Members holding shares in dematerialised mode:

Type of Members

Login Method

Individual Members holding shares in dematerialised mode with CDSL

A. Users already registered for Easi / Easiest facility: 1. URL for login to Easi / Easiest is https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.comand click on New System Myeasi. Members can login through their existing user ID and password. The option will be available to reach the e-voting page without any further authentication. 2. After successful login the Easi / Easiest user will be able to see the e- voting option for eligible companies where the e-voting is in progress as per the information provided by the company. On clicking the e- voting option, the user will be able to see the e-voting page of the e- voting service provider for casting their vote during the remote e- voting period or joining virtual meetings & voting during the meeting. Additionally, there are links provided to access the system of all e- voting Service Providers, so that the user can visit the e-voting service providers’ website directly. B. Users who have not opted for Easi / Easiest facility: 1. The option to register for Easi / Easiest is available at https://web.cdslindia.com/ myeasi/Registration/Easi Registration. 2. Click on the login & New System Myeasi Tab and then click on the registration option. 3. After successful registration, please follow the steps given in Point No. An above to cast your vote. C. Visit the e-voting website of CDSL:

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

|||1. Alternatively, the user can directly access the e-voting page by
providing Demat Account Number and Permanent Account Number
from an e-voting link available onwww.cdslindia.comhome page.
2. The system will authenticate the user by sending OTP on registered
Mobile and e-mail as recorded in the Demat Account.
3. After successful authentication, user will be able to see the e-voting
option where the E-voting is in progress. Click on options available
against the Company name: GACM Technologies Limited or select e-
voting service provider name – CDSL to cast your vote.
How do I vote electronically using the CDSL e-Voting system?
a.
Step 1:The shareholders should log on to the e-voting website
www.evotingindia.com
b.
Step 2: Clickon Shareholders
c.
Step 3:Now Enter your User ID
•
For CDSL:16 digits beneficiary ID
•
For NSDL:8 Character DP ID followed by 8 Digits Client ID
•
Members holding shares inPhysical Formshould enter the
Folio Number registered with the Company
d.
Step 4:Next enter the Image Verification as displayed and Click on
Login
e.
Step 5A: For Members Already Registered with CDSL
The Members who are already registered with CDSL and have
exercised e-voting through www.evotingindia.com earlier may follow
the steps given below
•
Use the existing password
OR
f.
Step 5B: For those Members who are not Registered with CDSL:
The Members (holding shares in Demat | physical form) who are not
already registered with CDSL and are using the e-voting facility for
the first time may follow the steps given below:
i.
Register as under:
•
The Members who have already submitted their
Permanent Account Number (PAN) to the Company | DP
may enter their 10-digit alpha-numeric PAN issued by the
Income Tax department. Others are requested to use the
sequence number in the PAN Field. The sequence number
is mentioned in the e-communication
•
Enter the Date of Birth (DOB) as recorded in Demat
account or in records of the Company for the said Demat
account or folio in DD | MM | YYYY format.
OR
•
Enter the Dividend Bank Details(DBD)as recorded in|
|---|---|---|

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

|||Demat account or in records of the Company for the said
Demat account or folio.
OR
•
If the Dob or DBD details are not recorded with the DP or
the Company, enter the Member ID | folio number in the
DBD field as under:
User ID for the Members
holding shares in Demat form
with CDSL
16 digits beneficiary ID
User ID for the Members
holding shares in Demat form
with NSDL
8 Character DP ID followed by 8
Digits Client ID
User ID for the Members
holding shares in physical
form
the folio number of the shares held
in the Company
ii.
After entering these details appropriately, click on ‘Submit’.
iii.
The Members holding shares in physical form will reach the
Company selection screen. However, the Members holding
shares in Demat form will reach ‘Password creation’ menu and
will have to enter login password in the ’new password’ field. It
is strongly recommended not to share the password with any
other person and take utmost care to keep it confidential.
iv.
The Members holding shares in physical form can use login
details only for e-voting on the resolutions contained in this
Notice.
g.
Step 6: How to Vote:
•
Click on the Electronic Voting Serial Number of Stampede
Capital Limited to vote (EVSN of Equity Shares with Normal
Voting Rights and EVSN of Equity of Equity Shares with
Differential Voting Rights). (Equity: 230905146) and (DVR:
230905147) of GACM Technologies Limited to vote
•
‘Resolution description’ appears on the voting page with ‘Yes |
No’ options for voting. Select the option ‘Yes’ or ‘No’ as desired.
The option ‘Yes’ implies assent and option ‘No’ implies dissent
to the resolution.
•
Click on the ‘Resolutions file link’ to view the details.
•
After selecting the resolution, click on the ‘Submit’ tab. A
confirmation box will be displayed. To confirm your vote, click
on ‘Ok’ else click on ‘Cancel’
•
After voting on a resolution, the Members will not be allowed to
modify their vote.
•
A print of the voting done may be taken by clicking on the ‘Click
here to print’ tab on the voting page.
In case the Members holdingshares in Demat form forget their|
|---|---|---|

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

	password, they can enter the User ID and the image verification details and click on ‘Forgot password’ to generate a new one. The Members can also use the mobile application ‘m-Voting’ of CDSL for e- voting using their e-voting credentials.
Type of Members	Login Method
Individual Members holding share(s) in 14 ematerialized mode with NSDL	A. Users registered for NSDL IDeAS facility. 1. Open web browser by typing the following URL: https://eservices.nsdl.comOnce the home page of e-services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. 2. A new screen will open. Enter your User ID and Password. After successful authentication, user will be able to see E-voting services. Click on “Access to e-voting” under e-voting services and user will be able to see e-voting page. 3. Click on options available against Company name: GACM Technologies Limited or e-voting service provider name – CDSL and you will be re-directed to CDSL e-voting website for casting vote during the remote e-voting period or joining virtual meeting & voting during the meeting. B. Users not registered for NSDL IDeAS facility: 1. Option to register is available at https://eservices.nsdl.com. 2. Select “Register Online for IDeAS” Portal or click at: https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Proceed with completing the required fields. 4. After successful registration, please follow steps given in Point No. A above to cast your vote. C. Visit the e-voting website of NSDL 1. Visit the e-Voting website of NSDL by typing the following URL: https://www.evoting.nsdl.com / Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. 2. Enter your User ID (i.e., your sixteen-digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. 3. After successful authentication, user will be redirected to NSDL depository site wherein you can see e-voting page. Click on options available against Company name: GACM Technologies Limited or e- voting service provider name – CDSL. 4. User will be redirected to e-voting website of CDSL for casting your vote duringthe remote e-voting period.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

Type of Members

Login Method

Individual Members (holding share(s) in dematerialized mode) login through their Depository Participants

User 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, user will be able to see e-voting option. 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 option available against Company’s name: GACM Technologies Limited or e-voting service provider – CDSL and user will be redirected to e- votingwebsite of CDSL for castingvote duringthe remote e-voting period

Important note:

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

Helpdesk for Individual Members holding shares in dematerialized mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login Type Helpdesk Details		Login Type Helpdesk Details
Securities held with CDSL		Please contact the CDSL helpdesk by sending a request to the helpdesk.evoting@cdslindia.com or contacting at 022- 23058738 and 022-23058542/43 or toll-free no. 1800 22 55 33.
Securities held with NSDL		Please contact the NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at Toll-free nos.: 022 - 4886 7000 and 022 - 2499 7000

• B. Login method for remote e-voting for Members other than Individual Members holding shares in demat mode and Members holding shares in physical mode:

• a. The Members should log on to the e-voting website at www.evotingindia.com.

• b. Click on the “Shareholders’’ module

• c. Now enter your User ID, as detailed below:

  • Ø For CDSL: 16 digits beneficiary ID;

  • Ø For NSDL: 8 Character DP ID followed by 8 Digits Client ID;

  • Ø Members holding shares in physical mode should enter the “Folio Number” registered with the Company.

  • Ø Next, enter the Image Verification as displayed and click on “Login”. e. Please follow the following steps after clicking on “Login”

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

Existing Users New Users		Existing Users New Users
In case a member has already used the remote e-voting facility of CDSL for any other company, should use their existing User ID and Password. If a member has forgotten his / her password, they can retrieve the same by clicking on “Forgot Password”		Members who have updated their PAN with the Company / Depository Participants / Link Intime, please enter your 10-digit alpha-numeric PAN issued by Income Tax Department (applicable for both the Members holding shares in electronic / dematerialized mode or physical mode) Members who have not updated their PAN with the Company / Depository Participants / VCCIPL are requested to use the sequence number sent by the Company. In case a member has not received sequence number, he / she can obtain the same by writing to the Company atcs@stampedecap.com / info@stampedecap.com or may write to RTA VCCIPL atinfo@vccipl.com. Or Enter the Dividend Bank Details OR Date of Birth (in dd/mm/ yyyy format) as recorded with your Depository Participants / Company /VCCIPL. In case the said details are not recorded, Members are requested to use the Folio No. (in case of shares in physical mode) and Beneficiary ID / DP ID and Client ID. (in case of shares held in electronic / dematerialised mode).

• d. After entering these details appropriately, click on the “SUBMIT” tab.

• e. Members holding shares in physical form will then directly reach the EVSN selection screen. The details can be used only for using the remote e-voting facility for the resolutions contained in the AGM Notice.

• f. Members holding shares in electronic / dematerialised mode will now reach the ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be used for voting for resolutions of any other company on which they are eligible to vote, provided that the company opts for e-voting through the CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• g. Click on the EVSN of Equity Shares with Normal Voting Rights ( Equity: 230905146 ) Equity shares with and Equity shares with Differential Voting Rights ( DVR: 230905147 ) of the Company on which you choose to vote. and

• h. 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 a particular resolution and option NO implies that you dissent to a particular resolution.

• i. If you wish to view the entire resolution details, click on the “RESOLUTIONS FILE LINK”.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

• j. 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.

• k. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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

• m. If a demat account holder has forgotten the login password, then enter the User ID and the image verification code click on Forgot Password and enter the details as prompted by the system.

• n. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to the scrutinizer for verification.

• o. Note for Non-Individual Members and Custodians:

• Non-Individual members (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 the helpdesk. evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically and can be delinked in case of any wrong mapping.

• It is mandatory that 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 Members are required to send the relevant Board Resolution / Authority letter etc. together with the attested specimen signature of the duly authorized signatory who is authorized to vote to the Scrutinizer and to the Company at cs@Stampedecap.com / info@stampedecap.com if have voted from individual tab and not uploaded same in the CDSL e-voting system for the scrutinizer to verify.

22. Instructions for Members attending the AGM through VC / OVAM and e-voting on the resolutions proposed in the AGM Notice, during the AGM are as under:

• a. The procedure for attending the AGM through VC / OVAM and e-voting during the AGM is the same as the instructions mentioned above for remote e-voting.

• b. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote during the AGM.

• c. Only those Members, who are present in the AGM through the VC / OAVM facility and have not casted their vote on the resolutions proposed in the AGM Notice through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system available during the AGM.

• d. After successful login as per the instructions mentioned above for remote e-voting, the link for VC / OAVM to attend the AGM will be available where the EVSN of the Company will be displayed.

• e. Members are encouraged to join the AGM through Laptops / iPads for a better experience.

• f. Members will be required to allow a Camera (in the case of speakers) and use the Internet with a good speed to avoid any disturbance during the meeting.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

• g. Members connecting from mobile devices or tablets or through a laptop connecting via mobile hotspot may experience audio/video loss due to fluctuations in their respective networks. Members are therefore requested to use an internet facility with a good speed to avoid any disturbance during the AGM.

- - Details of persons to be contacted for any issues / queries / grievances relating to remote e voting, e voting during the AGM and attending the AGM through VC / OAVM:

CDSL Members may refer to the Frequently Asked Questions (“FAQs”) and e-voting user manual available at www.evotingindia.com, under “Help” section or may contact 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 helpdesk.evoting@cdslindia.com or call on toll free no. 1800 22 55 33.

Company Mr. Jonna Venkata Tirupati Rao Managing Director at KURA Towers, 10th Floor, D. No.1-11-254 and 1-11255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India or send an email at contact@stampedecap.com / info@stampedecap.com or call at +91-40-69086900/

• ü General Instruction 1: In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, the Company is please do provide its members, as on the cut-off date is Thursday, September 21, 2023, the facility to exercise the right to vote by electronic means on any or all of the businesses specified in the Notice, at the 28[th ] Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by CDSL.

• ü General Instruction 2: The remote E-voting period commences on Sunday, September 24, 2023, at 09:00 a.m. and ends on Wednesday, September 27, 2023, at 05:00 P.M. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Thursday, September 21, 2023, may cast their vote by remote e-voting. The remote E-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

• ü General Instruction 3: The Book Closure period commences on September 22, 2023, and ends on September 28, 2023.

• ü General Instruction 4: The members who have casted their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their votes thereat again.

• ü General Instruction 5: A person who is not a member as on the cut-off date should treat this Notice for information purposes only.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

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, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Registered Office

Registered Office By order of the Board KURA Towers, 10[th] Floor, D. No.1-11-254 For GACM Technologies Limited and 1-11-255, S.P. Road, Begumpet, Sd/- Hyderabad-500016, Telangana, India. Anil Thakur Place : Hyderabad Chairman, Non-Executive Director Date : September 05, 2023 & Independent Director DIN : 08945434

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

ANNEXURE TO THE NOTICE CONVENING THE 28[TH] ANNUAL GENERAL MEETING (“AGM NOTICE”) EXPLANATORY STATEMENT

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THE SECRETARIAL STANDARDS ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA.

ITEM NO. 04:

Mr. Jonna Venkata Tirupati Rao was appointed as Managing Director of the Company effective from November 27, 2020, for a term of 3 years until November 26, 2023, which was subsequently approved by members of the Company in 25[th] Annual General Meeting of the Company held on December 29, 2020. Since the expiration of his term is near and Keeping in view his long association with the Company, his expertise, qualifications, experience and level of competence in the Company’s business areas, the Board of Directors on the recommendation of the Nomination and Remuneration Committee & Audit Committee considered, approved and recommended his reappointment as Managing Director of the Company not liable to retire by rotation, for another term of consecutive three years effective from November 27, 2023, subject to approval of the Shareholders.

The main terms and conditions relating to the re-appointment and terms of remuneration of Mr. Jonna Venkata Tirupati Rao as Managing Director are as follows:

1. Tenure: For a term of consecutive 3 Years i.e., from November 27, 2023, to November 26, 2026.

2. Nature of Duties: The Managing Director shall devote his whole time and attention to the business of the Company and perform such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to superintendence, control, and directions of the Board in connection with and in the best interests of the business of the Company.

3. Remuneration: The Managing Director shall be titled to remuneration as stated here:

4. A. Basic Salary: 10,00,000 /- Per Month up to a maximum of 15,00,000/- Per Month, with authority to the Board or a Committee thereof to fix his Basic Salary within the said Maximum amount Provided that annual increment shall be decided by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee (‘NRC’). The recommendation of NRC will be based on the Company’s performance and individual performance.

5. B. Benefits, perquisites and allowances: Benefits, Perquisites and Allowances as may be determined by the Board from time to time over and above the Basic Salary.

6. C. Minimum Remuneration: Notwithstanding anything to the contrary herein contained where in any Financial Year during the currency of the tenure of Managing Director of the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Basic Salary,

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

Benefits, Perquisites, Allowances and Incentive Remuneration as specified above within the Limits allowed under the Companies Act, 2013 read with Schedule V of the said Act.

D. Termination:

• The appointment may be terminated earlier, without any cause, by either Party by giving to the other Party six months’ notice of such termination or the Company paying six months’ remuneration which shall be limited to the provision of Salary, Benefits, Perquisites, Allowances, and any pro-rated Bonus/Performance Linked Incentive/Commission (paid at the discretion of the Board), in lieu of such notice.

• The employment of the Managing Director may be terminated by the Company without notice or payment in lieu of notice:

  • if the Managing Director is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company to which he is required by the Agreement to render services.

  • In the event of any serious or repeated or continuing breach (after warning) or nonobservance by the Managing Director of any of the stipulations contained in the Agreement; or

  • In the event, the Board expresses its loss of confidence in the Managing Director

• In the event the Managing Director is not in a position to discharge his official duties due to any physical or mental incapacity, the Board shall be entitled to terminate his contract on such terms as the Board may consider appropriate in the circumstances.

• If and when this Agreement expires or is terminated for any reason whatsoever, Mr. Jonna Venkata Tirupati Rao will cease to be the Managing Director but shall not be ceased to be a Director of the Company. If at any time, Mr. Jonna Venkata Tirupati Rao ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the Managing Director and this Agreement shall forthwith terminate. If at any time, the Managing Director ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and Managing Director of the Company.

• E. Policies: All Personnel Policies of the Company and the related rules which are applicable to other employees of the Company shall also be applicable to the Managing Director unless specifically provided otherwise.

An electronic copy of the draft letter of the appointment of the Managing Director setting out the terms and conditions is available for inspection. For inspection, the Members are requested to send a request through an e-mail to cs@stampedecap.com with the Depository participant ID and Client ID or Folio number.

Details of Mr. Jonna Venkata Tirupati Rao as required pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 (Secretarial Standard-2 on “General Meetings”) are given in this notice.

The Board of Directors hereby affirms that the remuneration payable to Mr. Jonna Venkata Tirupati Rao, Managing Director who is also Promoter of the Company is not exceeding 5 Crores in terms of Regulation 17 6 (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

The Board of Directors is of the view that the re-appointment of Mr. Jonna Venkata Tirupati Rao as Managing Director will be beneficial to the functioning and future growth opportunities of the Company and the remuneration payable to him is commensurate with his abilities and experience and accordingly, the Board of Directors recommends the Resolution set out at Item No. 4 of the accompanying Notice for approval of the Members of the Company as a Special Resolution .

Except for Mr. Jonna Venkata Tirupati Rao and Mrs. Shaik Haseena (DIN: 08141400), none of the other Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

ITEM NO. 05:

Mr. Srinivas Maya was appointed as Whole Time Director of the Company effective from November 13, 2020, for a term of 3 years until November 12, 2023, which was subsequently approved by members of the Company in the 25[th] Annual General Meeting of the Company held on December 29, 2020. Since the expiration of his term is near and Keeping in view his long association with the Company, his expertise, qualifications, experience and level of competence in the Company’s business areas, the Board of Directors on the recommendation of the Nomination and Remuneration Committee & Audit Committee considered, approved and recommended his reappointment as Whole Time Director of the Company liable to retire by rotation, for another term of consecutive three years effective from November 13, 2023, subject to the approval of the Shareholders

The main terms and conditions relating to the re-appointment and terms of remuneration Mr. Srinivas Maya as Whole Time Director are as follows:

1. Tenure: For a period of 3 years i.e., from November 13, 2023, to November 12, 2026.

2. Nature of Duties: The Whole Time Director shall devote his whole time and attention to the business of the Company and perform such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.

3. Remuneration: The Whole Time Director shall be titled to remuneration as stated here under in terms of Schedule V of the Companies Act, 2013:

4. A. Basic Salary: 2,00,000 /- Per Month to a maximum of 5,00,000/- Per Month, with authority to the Board or a Committee thereof to fix his Basic Salary within the said Maximum amount Provided that annual increment shall be decided by the Board based on the recommendations of the Nomination and Remuneration Committee (‘NRC’). The recommendation of NRC will be based on Company performance and individual performance.

5. B. Benefits, perquisites, and allowances: Benefits, Perquisites and Allowances as may be determined by the Board from time to time over and above the Basic Salary within the Limits allowed under the Companies Act, 2013 read with Schedule V of the said Act.

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

• C. Minimum Remuneration: Notwithstanding anything to the contrary herein contained where in any Financial Year during the currency of the tenure of Whole Time Director of the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Basic Salary, Benefits, Perquisites, Allowances and Incentive Remuneration as specified above within the Limits allowed under the Companies Act, 2013 read with Schedule V of the said Act.

D. Termination:

• The appointment may be terminated earlier, without any cause, by either Party by giving to the other Party six months’ notice of such termination or the Company paying six months’ remuneration which shall be limited to the provision of Salary, Benefits, Perquisites, Allowances and any pro-rated Bonus/Performance Linked Incentive/Commission (paid at the discretion of the Board), in lieu of such notice.

• The employment of the Whole Time Director may be terminated by the Company without notice or payment in lieu of notice:

  • if the Whole Time Director is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company to which he is required by the Agreement to render services.

  • In the event of any serious or repeated or continuing breach (after prior warning) or non-observance by Whole Time Director of any of the stipulations contained in the Agreement; or

  • In the event, the Board expresses its loss of confidence in the Whole Time Director.

• In the event the Whole Time Director is not in a position to discharge his official duties due to any physical or mental incapacity, the Board shall be entitled to terminate his contract on such terms as the Board may consider appropriate in the circumstances.

• If and when this Agreement expires or is terminated for any reason whatsoever, Mr. Srinivas Maya will cease to be the Whole Time Director but shall not ceased to be a Director of the Company. If at any time, Mr. Srinivas Maya ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the Whole Time Director and this Agreement shall forthwith terminate. If at any time, the Whole-Time Director ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and Whole-Time Director of the Company.

• E. Policies: All Personnel Policies of the Company and the related rules which are applicable to other employees of the Company shall also be applicable to the Whole Time Director unless specifically provided otherwise.

An electronic copy of the draft letter of the appointment of the Whole Time Director setting out the terms and conditions is available for inspection. For inspection, the Members are requested to send a request through an e-mail on cs@stampedecap.com in with the Depository participant ID and Client ID or Folio number.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and details as required under SS-2 (Secretarial Standard-2 on “General Meetings”) of Mr. Srinivas Maya, seeking appointment as Whole Time Director is given in this notice

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NOTICE OF 28[TH] ANNUAL GENERAL MEETING OF THE COMPANY

The Board of Directors is of the view that the re-appointment of Mr. Srinivas Maya as Whole Time Director will be beneficial to the functioning and future growth opportunities of the Company and the remuneration payable to him is commensurate with his abilities and experience and accordingly, the Board of Directors recommends the Resolution set out at Item No. 5 of the accompanying Notice for approval of the Members of the Company as a Special Resolution .

Except Mr. Srinivas Maya, none of the other Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

ITEM NO. 06:

The Members of the Company are informed that Section 188 read with rules made there under prescribes certain approvals for related party transactions. Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 also prescribes seeking shareholders’ approval for material-related party transactions beyond the specified threshold (Material Transactions). Proviso to Section 188 (1) provides that noting contained in Section 188 (1) shall apply where transaction entered into by Company with a related party in the ordinary course of business and at arm’s length basis.

All the proposed transactions put up for approval are in the ordinary course of business and at arm’s length basis.

Considering the quantum of transactions, reduced thresholds of materiality and the extended framework for related party transactions under the amended Listing Regulations, approval of the Members is sought as per the requirements of Regulation 23 of the Listing Regulations read with the aforesaid SEBI Circular dated March 30, 2022, for the following specific Material Related Party Transactions, details of which are mentioned herein in accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2021/662 dated 22nd November, 2021.

Sr. No.	Particulars	Details
1.	Justification as to why the RPT is in the interest of the Company	The transactions are necessary for our business to continue winning in the marketplace. They will give us significant scale advantages and a competitive edge. Our guiding principle was that the transactions must be on an arms’ length basis and commensurate to the benefits received.
2.	Details about valuation, arm’s length and ordinarycourse of business.	Not Applicable
3.	Valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction.	Not Applicable
4.	Any other information relevant or important for the shareholders to take an informed decision.	All important information forms part of the explanatory statement setting out material facts, pursuant to Section 102(1) of the Companies act, 2013 and other applicable ListingRegulations forming part of AGM Notice.

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	Where any Financial Indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments. • Nature of indebtedness; • Cost of funds; and • Tenure.	No
	Applicable terms, including covenants, tenure, interest rate, repayment schedule, whether secured (nature of security) or unsecured	Interest rate to be decided between Company and related parties which shall not be more than what is prescribed under applicable laws.
	Purpose for which funds will be utilized	Business Purpose

The Transactions / Contract(s) / Arrangement(s) / Agreements as mentioned in the resolution require approval of only unrelated members of the Company and all related parties shall abstain from voting at Item No. 6 of the AGM Notice.

Accordingly, the Board of Directors recommends the Resolution set out at Item No. 06 of the accompanying Notice for approval of the Members of the Company as an Ordinary Resolution.

Except Mr. Jonna Venkata Tirupati Rao (DIN: 07125471), Mrs. Shaik Haseena (DIN: 08141400) and Mr. Naveen Parashar (DIN: 08399097), none of the other Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 06 of the Notice

Registered Office

KURA Towers, 10[th] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India.

Place : Hyderabad Date : September 05, 2023

By order of the Board For GACM Technologies Limited Sd/Anil Thakur Chairman, Non-Executive Independent Director DIN: 08945434

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ADDITIONAL INFORMATION OF DIRECTOR(S) SEEKING RE-APPOINTMENT AT THE 28[TH] ANNUAL GENERAL MEETING

Brief resume of Director/s seeking appointment / re-appointment

Pursuant to provisions of SEBI (LODR) Regulations and Secretarial Standards on General Meetings, relevant particulars of Directors seeking appointment / re-appointment as this AGM are given here below:

Name of the Director	Mr. Jonna Venkata Tirupati Rao	Mr. Srinivas Maya
DIN	07125471	08679514
**Date of Birth/ Age **	25/02/1979	16/09/1970
Date of original appointment	November 27, 2020	November 13, 2020
Termination of original Agreement	November 26, 2023	November 12, 2023
Terms and Conditions of appointment	As set out in Explanatory Statement and Agreement to be executed between him and Company
Reappointment for 3 Years W.E.F.	November 27, 2023	November 13, 2023
Designation	Managing Director	Whole Time Director
Areas of Expertise	Indian Securities Markets	Finance & Legal
Educational Qualifications	BBA from Nagarjuna University	Master of Business Administration and LLB
Companies in which he holds Directorship	1. GACM Technologies Limited 2. Univa Foods Limited (Formerly known as Hotel Rugby Limited) 3. G.A. Apparel Private Limited (Formerly known as Haseenarao Apparel Private Limited) 4. GACM Realty India Private Limited (Formerly known as Gayi Adi Constructions Private Limited) 5. Gayi Adi Enterprises Limited 6. Gayi Adi Holdings Private Limited (Formerly known as Gayi Adi Management and Trend Private Limited) 7. Gayiadi Fintech Private Limited 8. Edui2i Private Limited 9. G.A. Capital Management Private Limited (Formerly known as Gayi Adi Capital Management Private Limited)	GACM Technologies Limited Gayiadi Fintech Private Limited

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	10. JVTR Consultants Private Limited (Formerly known as JVTR Consultants (OPC) Private Limited) 11. Wexl Edu Private Limited 12. Netizens Entertainments Private Limited G.S.V. Securities Private Limited
Other listed Companies in which he holds Directorship	UNIVA Foods Limited	Nil
Listed entities from which resigned in past threeyears	Nil	Nil
Membership / Chairmanship of Board Committees	-	-
Shareholding as on March 31, 2023	Equity: 37,81,673 DVR: 95,975	Nil
Shareholding as on- board Meeting i.e September 05, 2023	Equity: 37,81,673 DVR: 95,975	2,00,000 (Equity Shares with Normal Voting Rights)
Relationship with other Directors and KMPs	He is Spouse of Mrs. Shaik Haseena (DIN: 08141400). No relation with other Directors	No relation
No. of Board Meetings attended during FY 2022-23	5 (Five)	6 (Six)
Remuneration sought to be paid	As set out in Explanatory Statement and Agreement to be executed between him and Company
Remuneration last paid	Rs. 75,00,000	Rs. 24,00,000

The Company has received a declaration from Mr. Jonna Venkata Tirupati Rao and Mr. Srinivas Maya confirming that they are not debarred from holding office of director(s) pursuant to any order issued by SEBI or any other authority and they are not disqualified from being re-appointed as Director(s) of the Company under Section 164(2) of the Act.

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Additional information of Appointee for Item No. 5 of the AGM Notice

The details as required under Clause (IV) to the second proviso of Section II B of Part II of Schedule V of the Companies Act, 2013 are given below:

	General Information	General Information	General Information
Nature of industry	The Company is engaged in the business ofFinancial Consultancy and Technology.
Date or Expected date of commencement of commercial production	The Company is an existing company and is in operation for since 28.04.1995.
In case of new companies, expected date of commencement of activity as per project approved by the financial institution appearing in theprospectus	Not applicable as the Company is an existing Company.
Financial performance based on given indicators	(Rs. In Lakhs)
Particulars	FY 2019-20 (Amount is Rs.)	FY 2020-21 (Amount is Rs.)	FY 2021-22 (Amount is Rs.)
Sales (Gross) Loss Before Tax & Extra-Ordinary Item Loss After Tax & Exceptional Item Shareholders Fund Rate of Dividend on Equity	1,82,54,379 (4,54,89,400) (4,54,89,400) 3,05,60,490 -	10,50,70,415 (99,72,026) (99,72,026) 2,05,88,464 -	57,897,300 (80,797,900) (80,797,900) (60,209,500) -
Foreign investments or collaborations, if any	Nil
	Other Information
Reasons of loss or inadequate profits	Due to unfavorable market conditions, Global recession, High input cost, inflationary trend, the Company could not achieve high levels ofprofits.
Steps taken or proposed to be taken for improvement	The Company has taken cost cutting and restructuring measures to improveprofitability.
Expected increase in productivity andprofits in measurable terms	The Company hopes to increase in revenue and profits by improved margins in coming years.
Information about the appointees
a. Background details	As cited in Corporate Governance Report
b. Past Remuneration	Rs. 75,00,000 to Mr. Jonna Venkata Tirupati Rao and Rs. 24,00,000 to Mr. Srinivas Maya in the Previous Financial Year 2021-22.
c. Jobprofile and his suitability	He is suitable to thisposition due to experience in this industry.
d. Recognition or Awards	Nil
e. Remuneration proposed	As set out in Explanatory Statement and Agreement to be executed between him and Company

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f. Comparative remuneration profile with respect to industry, size of Company, profile of the position andperson	At par with the industry standards in which the Company operates.
g. Pecuniary relationship directly or indirectly with the Company, or relationship with the Managerial Personnel, if any	No pecuniary relationship during the Financial Year 2022-23 except drawing of Remuneration.