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GACM Technologies Limited AGM Information 2025

Sep 3, 2025

60715_rns_2025-09-03_2f7ecc76-7703-4a2c-8f51-015147977916.pdf

AGM Information

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NOTICE OF 30TH ANNUAL GENERAL MEETING (“AGM”)

NOTICE IS HEREBY GIVEN THAT THE THIRTIETH (30[TH] ) AGM OF THE MEMBERS OF GACM TECHNOLOGIES LIMITED (“THE COMPANY”) WILL BE HELD ON THURSDAY, SEPTEMBER 25 2025, AT 11:30 A.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, 2025, 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, 2025, 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, 2025, 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, 2025 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.”

SPECIAL BUSINESS

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ITEM NO.: 03: TO APPOINT MS. SAI NAGA KATHYAYANI MUGATA (DIN: 10828042), AS A NONEXECUTIVE NON-INDEPENDENT DIRECTOR

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

RESOLVED THAT Ms. Sai Naga Kathyayani Mugata (DIN: 10828042) who was appointed as an Additional Director of the company, with effect from December 20, 2024 by the Board of Directors of the Company under Section 161(1) of the Companies Act, 2013 and other applicable provisions of the Companies act, 2013 (including any statutory modification or re-enactment thereof) and applicable provisions of Article of Association of the Company and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a director of the company, who will be liable to retire by rotation, in the forthcoming annual general meeting of the company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution any of the directors of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies.”

ITEM NO.: 04: 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 2026-27.

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Details of
Sr. Relationship Nature Of Transactions Limits
Rltd Pt
No eae ary Reference Transaction including in Rs.
Tenure
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 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)
Common
Directors
6. Arka Insurance and
BrokingPrivate Limited
Common
Interest
7. GAYI ADI Fintech Private
Limited
Common
Directors
8. GACM Realty India Private
Limited
Common
Directors
9. NETIZENS Entertainments
Private Limited
Common
Directors
10. G.A. Wealth Private Limited Common
Directors
11. G.A. Corporate Serv Private
Limited
Common
Directors &
Promoters
12 WeXl Edu Private Limited Common
Directors

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

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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.”

ITEM NO.: 05: TO CONSIDER AND APPROVE RE-APPOINTMENT OF MR. ANIL THAKUR (DIN: 08945434) AS INDEPENDENT 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 149, 150, 152, and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) and er Rules made thereunder read with schedule IV of the said Act and pursuant to applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the provisions of the Articles of Association of the Company Mr. Anil Takur (Din: 08945434) Independent Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations, and who is eligible for re-appointment and in respect of whom based on his evaluation of performance, the Nomination and Remuneration Committee has recommended his re-appointment to the Board, be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of 5 (five) year i.e. from 25-09-2025 to 25-09-2030."

“RESOLVED FURTHER THAT any Director of the Company and/or the Company Secretary of the Company be and are hereby authorized to sign such forms/returns, and various documents as may be required to be submitted to the Registrar of Companies, Hyderabad, or such other authorities and to do all the acts, deeds and things which may be necessary to give effect to the above said resolution.”

ITEM NO.: 06: TO CONSIDER AND APPROVE APPOINTMENT OF MR. CHANDRA SEKHAR DASAKA (DIN: 05012419) AS INDEPENDENT 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 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], and Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and that of the Board

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Mr. Chandra Sekhar Dasaka (DIN:05012419)who was appointed as an Additional Director of the Company by the Board of Directors with effect from August 22, 2025 who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations be and is hereby appointed as an Independent Director of the Company for a period of 1 (One) year ( The “Term”) till September 25, 2026, and that he shall not be liable to retire by rotation.”

“RESOLVED FURTHER THAT any Director of the Company and/or the Company Secretary of the Company be and are hereby authorized to sign such forms/returns, and various documents as may be required to be submitted to the Registrar of Companies, Hyderabad, or such other authorities and to do all the acts, deeds and things which may be necessary to give effect to the above said resolution.”

ITEM NO.: 07: TO CONSIDER AND APPROVE APPOINTMENT OF M/S. A.K. RASTOGI & ASSOCIATES AS SECERATIRAL AUDITOR OF THE COMPANY FOR THE TERM OF 5 (FIVE) YEARS.

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

RESOLVED THAT pursuant to Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) read with Circulars issued thereunder from time to time and applicable provisions of the Companies Act, 2013 (“the Act”) and Rules made thereunder [including any statutory modification or re-enactment thereof for the time being in force] and in accordance with the recommendation of the Board of Directors of the Company, M/s. A.K. Rastogi & Associates, a firm of Company Secretaries in practice, (Firm Registration Number: P2025UP104900) be appointed at this 30th Annual General Meeting as the Secretarial Auditors of the Company to conduct the Secretarial Audit for period five consecutive years i.e commencing from F.Y. 2025-26 till F.Y. 2029-2030, (‘the Term’) and to issue (i) the Secretarial Audit Report under Section 204 of the Act for the Term and (ii) the Secretarial Audit Reports under Regulation 24A(1)(a) of the Listing Regulations for the Term, at a remuneration to be determined by the Board of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or person(s) authorized by the Board).

ITEM NO:08: TO CONSIDER AND APPROVE ISSUANCE OF EQUITY SHARES OF THE COMPANY TO NON-PROMOTERS ON PREFERENTIAL ISSUE BASIS (SHARE SWAP) IN LIEU OF ACQUISITION OF 5.34% STAKE IN MARKET SIMPLIFIED INDIA LIMITED AND 21.06 % OF STAKE IN WEXL EDU PRIVATE LIMITED.

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

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RESOLVED THAT pursuant to the provisions of Sections 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 modification(s) thereto or reenactment thereof for the time being in force}, enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreements entered into by the Company with the stock exchanges where the shares of the Company are listed {“Stock Exchange(s)”}, and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBI”), as amended 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 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 Exchange(s) 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 terms shall be deemed to include any committee duly constituted by the Board or any committee, which the Board may hereafter 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 which is not less than the floor price determined in accordance with Chapter V of the ICDR Regulations (“Subscription Shares”), determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for consideration other than cash towards payment of the total purchase consideration of Market Simplified India Limited will be allotted with 80 equity shares with differential voting rights of the company (80:1) and for every share held in WEXL EDU Private Limited will be allotted with 120 equity shares of the company with Differential Voting Rights (120:1) or 120 equity shares with ordinary voting rights of the company (120:1) which is not less than the floor price determined in accordance with Chapter V of the ICDR Regulations (“Subscription Shares”), determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for consideration other than cash towards payment of the total purchase consideration payable by the Company to Market Simplified India Limited & WEXL EDU Private Limited, (“Proposed Allottee”), on such terms and conditions as the Board may think fit.

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Sr. No Name of the existing Shareholder
of M/s. WEXL EDU Private Limited
/ Proposed Allottees
No. of shares held
by the respective
allottees in WEXL
EDU private
Limited
Maximum Nos. of
Equity Shares to be
allotted by way of
swap shares in the
swap ratio of 120:1
( DVR Shares)
1. AJAY KUMAR JAIN 100,046 12,005,520
2. KALIDAS CHINTA 115,685 13,882,200
3. RAGHAVENDRA RAO POTLURI 97,818 11,738,160
4. RAJENDRA KUMAR 29,412 3,529,440
5. NEELAMMA 29,412 3,529,440
6. SPRIYA 25,411 3,049,320
7. USHA GUPTA (AVINASH PRADHAN) 23,530 2,823,600
8. VANKAYALA NARENDRA KUMAR 11,765 1,411,800
9. PARESH KAPADE 11,765 1,411,800
10. SHITAL KAPADE 11,765 1,411,800
11. KRISHNA VEERA VENKATA
CHOKKAKULA SATYANARAYANA
11,765 1,411,800
12. CHANDRA ARUNACHALAM 8,235 988,200
13. MAINA BALDOTA 7,059 847,080
14. KURUGANTI VENKAT SHIVANAND
REDDY
46,686 5,602,320
15. SRINIVAS RAO PANTANGAY 134,798 16,175,760
16. PANKAJ JAIPRAKASH KANKATTI 23,530 2,823,600
17. M THOYAJA RAO 12,353 1,482,360
18. SURENDER JAIN 11,765 1,411,800
19. BOMMA GYANESHWAR NAETHA 8,471 1,016,520
20. ANIL KUMAR BHALLA 5,883 705,960
21. D CHANDRASHEKAR 5,882 705,840
22. NIRMALA VYAS 4,706 564,720
23. MARUPUDISRAVANI 20,832 2,499,840
24. VISHAL SAI KUNNAPAREDDY 10,000 1,200,000
25. PRIYAJAISHANKAR 7,412 889,440
26. VALLELA PAVANKUMAR REDDY 8,647 1,037,640
27. KURUKUNDA KIRAN KUMAR 3,824 458,880
28. ASHOK PANDURANG AKADE 5,883 705,960
29. ABHIMANYUKHURANA 41,176 4,941,120
30. MANVENDRA SINGH 11,763 1,411,560
31. KRISHANKUMAR RAWAT 8,236 988,320
32. SAMBI REDDY BOMMAREDDY 2,470 296,400
33. BOMMAREDDY VIJAYA 2,470 296,400
34. N KARUNA REDDY 6,000 720,000
35. S PADMALAYA DEVI 5,294 635,280

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36. SHRADDHA LAXMIKANT
AGGARWAL
7,058 846,960
37. VARANASI ASHA 3,294 395,280
38. GOUTAM BETALA 2,353 282,360
39. SUNIL KUMAR PATCHAVA 3,529 423,480
40. SUREKHA MAHESH SHAH 11,765 1,411,800
41. POLAMARASETTY PRATAP KUMAR 5,882 705,840
42. GANESH BABURAOKAMBLE 2,941 352,920
43. SAWITRI KUMARI PARMAR 3,530 423,600
44. NATESH KOLUSU 2,824 338,880
45. UTKARSH SINGH BAIS 7,059 847,080
46. KRUPANAND MANDALA 2,353 282,360
47. GOPAL SOMANI 2,353 282,360
48. MUDHIGONDA RUKMINI 2,188 262,560
49. HARSHA P S 2,353 282,360
50. SHRADDHA SENGAR 2,353 282,360
51. SOURABH SINGH SENGAR 1,176 141,120
52. NIKHILESH M 8,333 999,960
53. VEERA VENKATA SATYA PRASAD
UPPULURI
2,353 282,360
54. PRADIP BHIKAJIWAGHMARE 4,118 494,160
55. SATISHNOOKIREDDY 2,353 282,360
56. PRABURAJ GEORGE 1,176 141,120
57. SAURABH MUDGAL 5,882 705,840
58. GANESHBABU NALINI 3,529 423,480
59. CHIDAMBARAKUMARASAMY 1,176 141,120
60. ASHISHVERMA 2,353 282,360
61. PARIDALA HARSHAVARDHAN 7,059 847,080
62. SARAVANA KUMAR N 5,882 705,840
63. SUGUMAR 2,941 352,920
64. SARANYA G 2,353 282,360
65. KUMPATLA JAINENDHRA SAI 3,529 423,480
66. DULAM RAVIKANTH 1,666 199,920
67. PUDI PRADEEP 166,666 19,999,920
68. LAXMI EXPORTS 208,333 24,999,960
69. BHARATH PALATLA 625,000 75,000,000
70. PEMMANABOYINA UDAYA
MANIKANATA
83,333 9,999,960
71. NARESH KODURU 50,000 6,000,000
72. JYOTHI MUGATHA 3,120 374,400
73. YEDDUANUDEEPU 2,259 271,080
74. JAYADURGA PASUPU 2,003 240,360

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75. DHARMARAOPASUPU 2,971 356,520
76. AYUSH TANEJA 12,404 1,488,480
77. ASHOK BASABANNAYA VASTRAD 5,012 601,440
78. CHANDRASEKHAR SITARAMA
MALLELA
15,294 1,835,280
79. PEDDI NAVEEN KUMAR 7,059 847,080
80. VINITHA TANDRA 7,059 847,080
81. RAJENDARGARIGANTI 35,294 4,235,280
82. KARUMURI MADHAV 10,000 1,200,000
83. NARMADA NADADHURI 4,706 564,720
84. K N SUMITHRA 9,412 1,129,440
85. MAHADHAATRI TOWNSHIPS
PRIVATE LIMITED
119,165 14,299,800
86. BURUGUPALLI JHANSI LAKSHMI 18,006 2,160,720
87. RELANGI NARAYANA 48,521 5,822,520
88. T PADMAJA SAI VALLI 1,176 141,120
89. KADALI CHANDRASHEKHAR 2,960 355,200
90. RESHMA SAHU 3,530 423,600
91. POOJA RANI 2,353 282,360
92. RAJESH SRINIVAS 2,353 282,360
93. JAYASUDHA R 1,765 211,800
94. DIVYAUPADHYAY 1,176 141,120
95. DEELIP NANAKRAM PARASWANI 5,882 705,840
96. PRAKASH KUMAR JAIN 1,176 141,120
97. MOHIT GUPTA 3,529 423,480
98. SHALINI LAXMAN 12,353 1,482,360
99. AJAY KUMAR TIWARI 2,941 352,920
100. SALMAVISHWANATHAN 4,517 542,040
101. PRAVEEN KAUSHIK 1,176 141,120
102. AAKASH JAIN 5,882 705,840
2,477,879 297,341,880
S.No Name of the existing Shareholder
of M/s . WEXL EDU Private Limited
/ Proposed Allottees
No. of shares held
by the respective
allottees in WEXL
EDU private
Limited
Maximum Nos. of
Equity Shares to be
allotted by way of
swap shares in the
swap ratio of 120:1
(Equity Shares)
1. KISHORE KUMAR KURAKULA 11,765 1,411,800
2. GORINTA PRAVEEN 45,000 5,400,000
3. THADIVADA SRINIVASA RAO 58,333 6,999,960
4. SERU MAHENDRAVARAPU LOKESH 30,000 3,600,000

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5. REVU SAILAJA 50,000 6,000,000
6. BHARGAVI 12,941 1,552,920
7. SABITA GAVIRNENI 45,000 5,400,000
8. LAVANYA GORINTA 50,000 6,000,000
9. AVM TECH ED SOLUTIONSPVT LTD 4,800,000 576,000,000
10 SRINIVASA RAJU KALIDINDI 117,647 14,117,640
11 REMESH THUVAYOOR VARIAM 34,705 4,164,600
12 KISHORE KUMAR KURAKULA 588,235 70,588,200
13 PRIYA RAHUL MALU 358,823 43,058,760
14 LEO JOSEPH LEMOS 14,171 1,700,520
15 CHAVALI KRISHNAVENI 6,470 776,400
16 SATYA VENKATA RAMANA
TELIDEVARA
32,353 3,882,360
17 KUNAPALLISATYA PRASAD 23,530 2,823,600
18 SATISH CHANDRA DEGAPUDI 5,882 705,840
19 MANISH SHAH 5,882 705,840
20 D RAM REDDY 29,647 3,557,640
21 MOHAN BABU JALUKURI 177,648 21,317,760
22 ANURADHA DENDI 88,083 10,569,960
23 AASHISH KUMAR 39,530 4,743,600
24 VARUN REDDY 29,412 3,529,440
25 VAIBHAV REDDY PAPIREDDY 29,412 3,529,440
26 SANJANA DENDI 29,400 3,528,000
27 SNEHA DENDI 29,400 3,528,000
28 SWAPNA TUMALA 29,412 3,529,440
29 THOTA GOVIND 11,765 1,411,800
30 GORINTA VIJAYA BABU 50,000 6,000,000
31 PRAVALLIKA TIRUMALASETTY 10,677 1,281,240
6,845,123 821,414,760
S.No Name of the existing
Shareholder of
M/s . Market Simplified India
Limited / Proposed
Allottees
No. of shares held
by
the respective
allottees
in Market
Simplified India
Limited
Maximum Nos. of
Equity Shares to be
allotted by way of swap
shares in the swap ratio
of 80:1 ( DVR Shares )
1 PANKAJ JAIPRAKASH KANKATTI 323,076 25,846,080
2 MADURANTAKAM DHANDAPANI
SENTHILNATHAN
70,000 5,600,000

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3 RAMA KRISHNA VENKATA
SESHADRI PIDDAPARTHY
50,000 4,000,000
4 K S T RAJESH SUNDAR 45,000 3,600,000
5 THANAMS VENTURES LLP 36,000 2,880,000
6 JAYADEV GANUGAPATI 20,000 1,600,000
7 DILIP DATTATRAY JOSHI 20,000 1,600,000
8 KRISHNA VEERA VENKATA
CHOKKAKULA SATYANARAYANA
17,000 1,360,000
9 KURUGANTI VENKAT
SHIVANAND REDDY
16,666 1,333,280
10 KST MADHUMATHI 15,000 1,200,000
11 VIDHYA THANARAJAN 15,000 1,200,000
12 SESHAGIRI RAO ANNANGI 12,308 984,640
13 KVARA PRASADA RAO 11,538 923,040
14 MANAS 11,000 880,000
15 JAYARAMAN B 10,933 874,640
16 SOWJANYA JABISETTY 10,000 800,000
17 CHANDRASEKHAR SITARAMA
MALLELA
10,000 800,000
18 K G SURESHRAO 10,000 800,000
19 SAHAB SINGH RATHI 8,621 689,680
20 ARPANRATHI 8,621 689,680
21 DURGA SRINIVAS NADELLA 8,500 680,000
22 SRINIVAS RAO PANTANGAY 200,000 16,000,000
23 GOUTHAMJAIN & SONS (HUF) 25,000 2,000,000
24 TARANATH V SHETTY 7,150 572,000
25 K S THANARAJAN 15,000 1,200,000
26 CHANDRASEKHAR GEETHA 1,000 80,000
27 VALLELA PAVANKUMAR REDDY 13,333 1,066,640
28 ALLURI MASTHAN
SURYANARAYANA RAJU
8,196 655,680
29 RAGHAVAN SRINIVASAN 40,900 3,272,000
30 AVIJAYANARAYANAN 2,857 228,560
31 R THENSUBHA 10,000 800,000
32 THANARAJAN RAJESHSUNDAR
VIHRTESHWAR
40,000 3,200,000
33 MOHAN KUMAR DOSHI 5,000 400,000
34 SHONALI ASHWIN VALSANGKAR 20,000 1,600,000
35 MOHAN BABU JALUKURI 7,142 571,360
36 SHRIYANKA PRAVEEN 8,333 666,640
37 KEDARNATH RACHAPALLI 8,333 666,640
1,141,507 91,320,560

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“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 allottees is Tuesday, August 26, 2025 i.e., being the date, which is 30 days prior to the date of the Annual General Meeting of the shareholders of the Company scheduled to be held, i.e., Thursday, September 25, 2025.”

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

  • a) The Equity Shares so offered, issued and allotted to the Proposed Allottees, shall be issued by the Company for consideration other than cash (swap of equity shares);

  • b) The Equity Shares shall be allotted within a period of 15 days from the date of passing of this resolution, provided that if any approval or permission by any regulatory authority/ Stock Exchanges/ the Central Government for allotment is pending, the period of 15 days shall be counted from the date of receipt of such approval or permission;

  • c) The Equity Shares shall be allotted by the Company to the Proposed Allottees (i.e. the share-holders of target company) in de-materialized form within the time prescribed under the applicable laws;

  • d) The Equity Shares to be allotted shall be fully paid-up and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu with the existing equity shares of the Company in all respects including the payment of dividend and voting rights from the date of allotment thereof.

  • e) The pre-preferential allotment holding of the Proposed Allottees, if any and Equity Shares to be allotted shall be subject to lock-in as specified in the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018; and

  • f) The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals as the case may be.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in 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 any rights or Bonus shares or any entitlements which may arise pursuant to the said allotted shares shall have the same effect including lock-in period, as that of the Equity Shares issued pursuant to the said preferential issue and also shall be liable for further lockin for such other period as may be mutually agreed by the Company and the Proposed Allottees

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the name of the Proposed Allottees be recorded for the issuance of invitation to subscribe to the Equity Shares and a private placement offer letter in Form No. PAS-4 together with an application form be issued to the

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Proposed Allottee inviting them to subscribe to the Equity Shares by way of swap of shares, as the case may be.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company and/or any Committee constituted by the Board for this purpose and/or Managing Director and/or Company Secretary & Compliance Officer of the Company be and are hereby authorized severally on behalf of the Company to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient, including without limitation to make application to Stock Exchange for obtaining of in-principle approval, listing of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said securities, to settle the difference amount, if any, in cash, towards payment of full enterprise value of Market Simplified India Private Limited and Wexl Edu Private Limited, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders/board, and/or any other matter which may be incidental hereto and connected herewith.

RESOLVED FURTHER THAT in connection with any of the foregoing resolutions, the Board of Directors/Committee(s) of the Board and/or Managing Director and/or Company Secretary & Compliance Officer of the Company be and are hereby severally authorized to execute and deliver any and all other documents, papers and to do or cause to be done any and all acts or things as may be necessary, appropriate or advisable in order to carry out the purposes and intent of the foregoing resolutions for the preferential issue; and any such documents so executed and delivered or acts and things done or caused to be done shall be conclusive evidence of the authority of the Company in so doing and any document so executed and delivered or acts and things done or caused to be done prior to the date hereof are hereby ratified, confirmed and approved as the acts and deeds of the Company, as the case may be .

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorized severally to settle any question, difficulty or doubt that may arise in this regard and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any committee of directors or the Managing Director or any director(s) or any other Key Managerial Personnel or any other officer(s) of the Company .”

ITEM NO: 09: RAISING FUNDS BY WAY OF ISSUANCE OF FOREIGN CURRENCY CONVERTIBLE BONDS (“FCCBS”), FOR AN AGGREGATE AMOUNT UP TO USD 110 MILLION (EQUIVALENT TO APPROXIMATELY INR 1,000 CRORE):

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

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“RESOLVED THAT pursuant to the provisions of Sections 23, 41, 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and the applicable rules thereunder and also including any relevant provisions of the Companies Act, 1956 to the extent that such provisions of the Companies Act, 1956 have not been superseded by the Companies Act, 2013 (the “Companies Act”), the provisions of the Memorandum of Association and Articles of Association of the Company, and in accordance with any other applicable law or regulation, in India or outside India, including without limitation, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI LODR Regulations”), the listing agreements entered into with the respective stock exchanges where the shares of the Company are listed (the “Stock Exchanges”), the provisions of the Foreign Exchange Management Act, 1999, as amended (the “FEMA”), including the Foreign Exchange Management (Non Debt Instruments) Rules, 2019, Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and amendments thereof (“FCCB Scheme”), the Depository Receipt Scheme, 2014, the SEBI Circular on framework for issue of depository receipts issued on October 10, 2019, the Foreign Exchange Management (Borrowing and Lending Regulations), 2018, the master direction on External Commercial Borrowings, Trade Credits and Structured Obligations issued by the Reserve Bank of India (the “RBI”) as updated from time to time, as applicable, the Consolidated Foreign Direct Investment Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (the “GoI”) from time to time, and in accordance with the rules, regulations, guidelines, notifications, circulars and clarifications issued from time to time by the Government of India, the RBI, the Securities and Exchange Board of India (the “SEBI”), the Ministry of Corporate Affairs (MCA), the Stock Exchanges, and/ or any other competent Regulatory/Statutory authorities and subject to any required approvals, consents, permissions and/or sanctions from the Ministry of Finance (Department of Economic Affairs), the Ministry of Commerce and Industry, the SEBI, the MCA, the RBI and any other appropriate statutory, regulatory or other authority and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of them while granting such approvals, consents, permissions and/or sanctions, the consent of the members be and is hereby accorded to create, issue, offer and allot in one or more tranches (including with provisions for reservation on firm and /or competitive basis of such part of issue and for such categories of persons, as may be permitted), either in India or in the course of international offering(s) in one or more foreign markets, equity shares of the Company with a face value of ₹ 1 (Rupee One each) (the “Equity Shares”), Equity Shares against which American Depository Receipts (“ADRs”) and Global Depository Receipts (“GDRs”) may be issued, foreign currency convertible bonds (“FCCBs”) and/or other securities convertible into or exchangeable into Equity Shares (including warrants or otherwise), and/or non-convertible debt instruments along with warrants, or any combination thereof, whether Rupee denominated or denominated in foreign currency (the Equity Shares and all such other securities are hereinafter collectively referred to as the “Securities”), to such eligible investors including qualified institutional buyers (as defined in the SEBI ICDR Regulations)

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(“QIBs”), eligible foreign/non-resident investors and/or any other category of investors whether or not such investors are members of the Company, as the Board of Directors of the Company (hereinafter called the “Board” which term shall be deemed to include any committee which the Board has constituted or may hereinafter constitute to exercise its powers including the power conferred by this Resolution) may determine in accordance with applicable law, by way of a qualified institutions placement (“QIP”) in accordance with Chapter VI of the SEBI ICDR Regulations or by way of preferential allotment in accordance with Chapter V of the SEBI ICDR Regulations or ADR/ GDR/ FCCB issuances or through any other permissible mode or any combination thereof of any of the above, subject to applicable laws, for Aggregating up to an amount not exceeding USD 110 million (equivalent to approximately inr 1,000 crore), inclusive of such premium if any as may be fixed on such Securities at such a time or times, in such a manner and on such terms and conditions including at such price or prices, at a discount or premium to market price or prices (as permitted under applicable law), as may be deemed appropriate by the Board in its absolute discretion, all subject to applicable laws, considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with the book running lead manager(s) and/underwriter(s) or other advisor(s) appointed for such issue .

RESOLVED FURTHER THAT in the event that the issue is way of a qualified institutions placement (“QIP”) under the SEBI ICDR Regulations, the allotment of Securities or any combination thereof as may be decided by the Board, shall be completed within 365 days from the date of approval of the shareholders of the Company by way of a special resolution for approving QIP or such other time as may be allowed under the SEBI ICDR Regulations, at a price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations, provided that the Board may offer such discount as permitted under applicable law, on such price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations, the Securities shall be allotted as fully paid-up (subject to allottees having the option to pay either full or part consideration for warrants, with the balance consideration being payable at or by the time of exercise of such warrants, where the tenure of any convertible or exchangeable Securities shall not exceed the period as per SEBI Regulations from the date of allotment.

RESOLVED FURTHER THAT subject to relevant provisions of applicable laws, rules, regulations, as amended, from time to time, the “relevant date” for the purpose of pricing of the Equity Shares shall be the date of the meeting in which the Board or a duly authorized Committee thereof decides to open the proposed issue of Equity Shares, and in the event that convertible securities (as defined under the SEBI ICDR Regulations) are issued to QIBs under Chapter VI of the SEBI ICDR Regulations, the “relevant date” for the purpose of pricing of such convertible securities, shall be the date of the meeting in which the Board or a duly authorized Committee thereof decides to open the issue of such convertible securities, subject to any relevant provisions of applicable laws, rules, regulations, as amended, from time to time .

RESOLVED FURTHER THAT the relevant date for the determination of the applicable price for the issue of any other Securities shall be as per the regulations/guidelines prescribed by the SEBI, the

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Ministry of Finance, the RBI, the Government of India through their various departments, or any other regulator, as the case may be, and the pricing of any Equity Shares issued upon the conversion of such Securities shall be made subject to and in compliance with the applicable rules and regulations.

RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as FCCBs, ADRs or GDRs, pursuant to the provisions of the FCCB Scheme, the Depository Receipt Scheme, 2014, the SEBI Circular on framework for issue of depository receipts issued on October 10, 2019, the Foreign Exchange Management (Borrowing and Lending Regulations), 2018, the master direction on External Commercial Borrowings, Trade Credits and Structured Obligations issued by the RBI, as updated from time to time and applicable pricing provisions issued by the Ministry of Finance, as applicable, the Relevant Date for the purpose of pricing the Securities to be issued pursuant to such issue shall be the date of the meeting at which the Board decides to open such issue.

RESOLVED FURTHER THAT the in the event that Securities are proposed to be issued as part of an ADR/GDR issue, the foreign depository authorized by the Board may issue depository receipts representing the underlying permissible securities in such form and with such features and attributes as may be permitted under applicable law and required to provide for the tradability and free transferability thereof as per prevalent market practices and regulations (including listing on permissible overseas stock exchange(s)).

RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and subject to approvals, consents, permissions, if any, of any governmental body, authority or regulatory institution including any conditions as may be prescribed in granting such approval or permissions by such governmental authority or regulatory institution, the aforesaid issue of Securities may have all or any terms or combination of terms, in accordance with prevalent market practices or as the Board may at its sole and absolute discretion deem fit, including but not limited to the terms and conditions, relating to payment of dividend, premium on redemption at the option of the Company and/or holders of any Securities, or variation of the price or period of conversion of Securities into Equity Shares or issue of Equity Shares during the period of the Securities or terms pertaining to voting rights or option(s) for early redemption of Securities.

RESOLVED FURTHER THAT in pursuance of the aforesaid resolutions :

  1. The Securities to be so offered, issued and allotted shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company; and

  2. Any Equity Shares that may be created, offered, issued and allotted by the Company shall rank pari passu with the existing Equity Shares of the Company in all respects.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities or as may be necessary in accordance with the terms of the offering. All such Equity Shares shall rank pari passu with the existing Equity Shares in all respects .

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RESOLVED FURTHER THAT for the purpose of giving effect to the resolution described above the Board or a committee thereof be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things including but not limited to finalization and approval of the private placement offer letter/ preliminary as well as final placement document(s)/ offering circulars / information memorandum / prospectuses /offer documents and any addenda or corrigenda thereto, as applicable, with any applicable regulatory authorities or agencies, as may be required, the nature and number of Securities to be allotted, determination of QIBs/eligible foreign/nonresident investors and/or any other eligible categories of investors to whom the Securities will be offered and allotted in accordance with applicable law, issue price, face value, discounts permitted under applicable law (now or hereafter), premium amount on issue/conversion of the Securities, if any, rate of interest, execution of various agreements, deeds, instruments and other documents, including the private placement offer letter/ offering circulars / information memoranda / prospectuses /offer documents, and any addenda or corrigenda thereto, term sheet, issue agreement, registrar agreement, escrow agreement, underwriting agreement, placement agreement, consortium agreement, trustee agreement, trust deed, subscription agreement, purchase agreement, agency agreement, agreements with the depositories, security documents, and other necessary agreements, memorandum of understanding, deeds, general undertaking/ indemnity, certificates, consents, communications, affidavits, applications (including those to be filed with the regulatory authorities, if any) as may be necessary or required for the aforesaid purpose, and signing of declarations, as it may in its absolute discretion deem fit, necessary, proper or desirable, and to give instructions or directions and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and utilization of the issue proceeds and to accept and to give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions as may be required by the SEBI, the ROC, the book running lead manager(s), or other authorities or agencies involved in or concerned with the issue of Securities and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise, and that all or any of the powers conferred on the Company and the Board pursuant to this Resolution may be exercised by the Board to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this Resolution, and all actions taken by the Board or any committee constituted by the Board to exercise its powers, in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.

RESOLVED FURTHER THAT the Board or any Committee thereof be and is hereby authorized to engage/appoint book running lead managers, Merchant Bankers, underwriters, guarantors, depositories, custodians, registrars, stabilizing agents, trustees, bankers, lawyers, advisors , Consultants, and all such agencies as may be involved or concerned in such offerings of Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, agreements, memoranda, documents etc. with such agencies and to seek the listing of the Securities on the Stock Exchanges .

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RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred herein, to any committee of the Board of Directors, with power to further delegate such powers to any executives/ Company Secretary/officers of the Company, to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary in this regard.”

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 03, 2025 Independent Director DIN: 08945434

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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, 2025. 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 30th 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 Thirty 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 30[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 [email protected] with a copy marked to [email protected].

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  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 2024-25 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.

  1. 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 [email protected] by Tuesday, September 23, 2025 (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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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 [email protected] 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 [email protected].

  1. The Members desiring any information relating to the accounts or have any questions, are requested to write to the Company at [email protected] by 05.00 PM (IST) on Tuesday, September 23, 2025 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 [email protected].

  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. Anil Kumar Rastogi, Practicing Company Secretary (Membership No. FCS 1748) has been appointed as the Scrutinizer to scrutinize the e-voting process 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

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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 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 25, 2025, subject to receipt of the requisite number of votes in favour of the resolution(s).

  2. 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 dematerialized 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 04023818475/23818476/23868023, e-mail: [email protected]/ [email protected].

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_ KYC_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: +91 040-

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23818475/23818476/23868023, e-mail: [email protected] / [email protected]

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).

  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 dematerialized mode:

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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.com and 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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  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 on www.cdslindia.com home 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: Click on 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 in Physical Form should 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

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  • 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 Demat account or in records of the Company for the said Demat account or folio.

OR

OR 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 GACM Technologies Limited to vote (EVSN of Equity Shares with Normal Voting Rights and EVSN of Equity of Equity Shares with Differential Voting Rights). ( Equity: 250829003 ) and ( DVR: 250829004 ) of GACM Technologies Limited to vote

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  • 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 holding shares in Demat form forget their 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

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Individual Members
holding share(s) in
19
dematerialized
mode with NSDL
A. Users registered for NSDL IDeAS facility.
1.
Open
web
browser
by
typing
the
following
URL:
https://eservices.nsdl.com once 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.

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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 during the remote e-voting period.
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-voting website of CDSL for casting vote during the 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
[email protected] 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
[email protected] 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.

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  • b. Click on the “Shareholders’’ module

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

  • For CDSL: 16 digits beneficiary ID;

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

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

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

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 [email protected] or
may write to RTA VCCIPL at [email protected].
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 /
dematerialized 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 / dematerialized 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

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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: 250829003 ) Equity shares with and Equity shares with Differential Voting Rights ( DVR: 250829004 ) 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”

  • 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. [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 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 [email protected] if have voted from individual tab and not uploaded same in the CDSL e- voting system for the scrutinizer to verify.

20. 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:

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  • 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.

  • 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 Company Members may refer to the Frequently Asked Mr. Jonna Venkata Tirupati Rao Managing Director Questions (“FAQs”) and e-voting user manual at KURA Towers, 10th Floor, D. No.1-11-254 and 1- available at www.evotingindia.com, under “Help” 11-255, S.P. Road, Begumpet, Hyderabad-500016, section or may contact Mr. Rakesh Dalvi, Sr. Telangana, India or send an email at Manager, (CDSL,) Central Depository Services [email protected] or call at +91-40(India) Limited, A Wing, 25th Floor, Marathon 69086900/ Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on toll free no. 1800 22 55 33.

  • 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 18, 2025, the facility to exercise the right to vote by electronic means on any or all of the businesses specified in the Notice, at the 30th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by CDSL.

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  • General Instruction 2: The remote E-voting period commences on Monday, September 22, 2025, at 09:00 a.m. and ends on Wednesday, September 24, 2025, 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 18, 2025, 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.

  • General Instruction 3: The Book Closure period commences on September 19, 2025 and ends on September 25, 2025.

  • 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.

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

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 [email protected] or call toll free no. 1800 21 09911.

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 03, 2025

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ANNEXURE TO THE NOTICE CONVENING THE 30TH 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. 03:

APPOINTMENT OF MS. SAI NAGA KATHYAYANI MUGATA (DIN: 10828042), AS A NON-EXECUTIVE NON-INDEPENDENT DIRECTOR

Ms. Sai Naga Kathyayani Mugata (DIN: 10828042) who was appointed as an Additional Director of the company, with effect from December 20, 2024 by the Board of Directors of the Company under Section 161(1) of the Companies Act, 2013 and other applicable provisions of the Companies act, 2013 (including any statutory modification or re-enactment thereof) and applicable provisions of Article of Association of the Company, Vacates the office on the date of this Annual General Meeting. The Board of Directors have appointed him as a director of the company as per the applicable provisions of the Companies act, 2013

The matter is being placed before the members for their considerations and approval. None of the Directors is concerned or interested in the resolution

Accordingly, the Board of Directors recommends the Resolution set out at Item No. 03 of the accompanying Notice for approval of the Members of the Company as an Ordinary Resolution.

ITEM NO. 04:

APPROVAL FOR MATERIAL-RELATED PARTY TRANSACTIONS.

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 nothing 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.

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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 ordinary course 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 Listing Regulations
forming part of AGM Notice.
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

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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. 04 of the accompanying Notice for approval of the Members of the Company as an Ordinary Resolution.

Except Mr. Jonna Venkata Tirupati Rao (DIN: 07125471)) 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. 05 of the Notice.

ITEM NO. 05:

TO CONSIDER AND APPROVE RE-APPOINTMENT OF MR. ANIL THAKUR (DIN: 08945434) AS INDEPENDENT DIRECTOR OF THE COMPANY

As per Section 149(10] of the Act, an Independent Director shall hold office for a term of upto 5 (five] consecutive years on the Board of a Company but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto 5 (five] consecutive years on the Board of a Company.

Mr. Anil Thakur (DIN : 08945434] was appointed as an Independent Director of the Company w.e.f. 12th November, 2020 for a consecutive period of five years and the appointment was approved by the Members at Annual General Meeting held on 29th December 2020.

Based on their performance evaluation and recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Act and the Listing Regulations, and as per Article 147 of Articles of Association of the Company, Mr. Anil Thakur`, are eligible for re-appointment as Independent Director and had offered himself for re-appointment. The Board of Directors recommends the proposal to reappoint them as Independent Directors for a term as mentioned in the respective special resolutions.

The Company has received notice under Section 160 of the Companies Act, 2013 from Mr. Anil Takur, signifying his candidature as an Independent Director of the Company. The Company has also received a declaration of independence from him.

In the opinion of the Board, Independent Director fulfils the conditions specified under the Act, the Companies (Appointment and Qualification of Directors] Rules, 2014 and Regulation 16(1 l(b] of the Listing Regulations for re-appointment as an Independent Director of the Company and are independent of the management.

None of the Independent Director hold by himself / herself or for any other person on a beneficial basis, any shares in the Company. None of the Directors who are proposed to be reappointed is related to any Director or Key Managerial Personnel of the Company or their relatives. Except for the appointee Director for the purpose of his/ her own resolution, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise

Accordingly, the Board of Directors recommends the Resolution set out at Item No. 05 of the accompanying Notice for approval of the Members of the Company as an Ordinary Resolution .

ITEM NO.: 06:

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TO CONSIDER AND APPROVE APPOINTMENT OF MR. CHANDRA SEKHAR DASAKA (DIN:05012419) AS INDEPENDENT DIRECTOR OF THE COMPANY

Pursuant to Section 161 of the Companies Act, 2013, the Board, on August 22, 2025, appointed Mr. Chandra Sekhar Dasaka (DIN:05012419) as an Additional Director in the capacity of Independent Director of the Company for a term of 1 (One) year with effect from September 25, 2025 to September 25, 2026 (both days inclusive) subject to the approval of the shareholders through a special resolution.

The Company has received the following from Mr. Chandra Sekhar Dasaka:

Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”);

Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act;

A declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and under the LODR Regulations;

Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a director by virtue of any order passed by SEBI or any other such authority;

Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company;

A declaration that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of independent directors maintained by the Indian Institute of Corporate Affairs.

The Nomination and Remuneration Committee (NRC) had previously finalized the desired attributes for the selection of the independent director(s). Based on those attributes, the NRC recommended the candidature of Mr. Chandra Sekhar Dasaka. In the opinion of the Board, Mr. Chandra Sekhar Dasaka fulfils the conditions for independence specified in the Act, the Rules made thereunder, the LODR Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company. The Board noted that Mr. Chandra Sekhar Dasaka skills, background and experience are aligned to the role and capabilities identified by the NRC and that he is eligible for appointment as an Independent Director.

The resolution seeks the approval of members for the appointment of Mr. Chandra Sekhar Dasaka (DIN: 05012419) as an Independent Director of the Company for a term of 1 (One) year effective September 25, 2025 to September 25, 2026 (both days inclusive) pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to retire by rotation.

In compliance with Section 149 read with Schedule IV to the Act and Regulation 25 of the LODR Regulations, the approval of the Members is sought for the appointment of Mr. Chandra Sekhar Dasaka as an Independent Director of the Company, as a special resolution.

No director, KMP or their relatives except Mr. Anil, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution set out in item no. 6.

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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 a Special Resolution .

ITEM NO.: 07:

TO CONSIDER AND APPROVE APPOINTMENT OF M/S. A.K. RASTOGI & ASSOCIATES AS SECERATIRAL AUDITOR OF THE COMPANY FOR F.Y 2025-26

In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“the Act”), every listed company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board’s report, prepared under Section 134(3) of the Act.

Furthermore, pursuant to recent amendments to Regulation 24A of the SEBI Listing Regulations, every listed entity is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its annual report. Additionally, a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, with shareholder approval to be obtained at the Annual General Meeting.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s. A.K. Rastogi & Associates, Company Secretaries, as the Secretarial Auditors of the Company for the period five consecutive years i.e. commencing from F.Y. 2025-26 till F.Y. 2029-2030, (‘the Term’). The appointment is subject to shareholders’ approval at the Annual General Meeting.

While recommending Mr. Anil Kumar Rastogi for appointment, the Board and the Audit Committee evaluated various factors, including the firm’s capability to handle a diverse and complex business environment, its existing experience in the Company’s business segments, its industry standing, the clientele it serves, and its technical expertise. Mr. Anil Kumar Rastogi was found to be well-equipped to manage the scale, diversity, and complexity associated with the Secretarial Audit of the Company.

Mr. Anil Kumar Rastogi is a pear reviewed and a well-established firm of Practicing Company Secretaries, registered with the Institute of Company Secretaries of India, New Delhi. The firm is led by experienced partners, all of whom are distinguished professionals in the field of corporate governance and compliance. Their collective expertise spans corporate advisory, transactional services, litigation, advocacy, and legal due diligence. The firm also has associate partners with strong professional credentials who align with its core values of character, competence, and commitment. Mr. Anil Kumar Rastogi specializes in compliance audit and assurance services, advisory and representation services, and transactional services.

Mr. Anil Kumar Rastogi has provided its consent to act as the Secretarial Auditors of the Company and has confirmed that the proposed appointment, if made, will be in compliance with the provisions of the Act and the SEBI Listing Regulations. Accordingly, the consent of the shareholders is sought for the appointment of Mr. Anil Kumar Rastogi as the Secretarial Auditors of the Company.

None of the Directors, Key Managerial Personnel (KMP), or their relatives have any financial or other interest in the proposed resolution.

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Accordingly, the Board of Directors recommends the Resolution set out at Item No. 07 of the accompanying Notice for approval of the Members of the Company as an Ordinary Resolution.

ITEM NO.: 08:

- TO CONSIDER AND APPROVE ISSUANCE OF EQUITY SHARES OF THE COMPANY TO NON PROMOTERS ON PREFERENTIAL ISSUE BASIS (SHARE SWAP) IN LIEU OF ACQUISITION OF 5.34% STAKE IN MARKET SIMPLIFIED INDIA LIMITED AND 21.06 % OF STAKE IN WEXL EDU PRIVATE LIMITED

The Members are must have learnt from the media or stock exchange filings, or any other sources that the Board of Directors of the Company, in its meeting held on August 22, 2025 and adjourned on August 26, 2025, has approved the acquisition of 5.34% stake in Market Simplified India Limited and 21.06% of Stake in WEXL EDU Private Limited (“Target Company”) from its existing shareholders through swap of shares for an agreed enterprise value of Rs. 121.82 Crores. As a purchase consideration for the said acquisition, the Company has proposed to allot its equity shares to the shareholders of the target company through Preferential allotment (swap of shares).

M/s. WEXL EDU Private Limited is a fast-growing education technology firm engaged in delivering AIenabled academic solutions across India. It focuses on scalable, personalized learning and assessment platforms with national-level implementation potential. The acquisition is aimed to integrate and strengthen the supply chain for company’s Infrastructural, whereas M/s. Market Simplified India Limited is a thought leader in revolutionizing and digitizing products for financial institutions by continuously innovating and simplifying. The acquisition finance enabled the company to position itself as a thought leader when it comes to Digital Customer Experience, API & Middleware Servicing, QA Automation & Security, Infrastructure, Cloud & Monitoring Support For acquisition of the equity shares of target company, the Board of Directors of your Company at its meeting held on August 26, 2025 decided to issue and allot up to 1,210,077,200 Equity Shares with Ordinary and Differential Voting Rights of the Company having face value of Re. 1/- (Rupee One Only) at an issue price of Rs. 1/- (Rupees One Only) per equity shares per share, on preferential basis to the existing shareholders of M/s. WEXL EDU Private Limited in proportion to their respective shareholding in the M/s. WEXL EDU Private Limited for consideration other than cash i.e., swap of Equity shares in the ratio of 120:1 i.e. every 120 (one Hundred Twenty) Equity Share or every 120 (one Hundred Twenty) DVR share of GACM Technologies Limited is being exchanged for one (1) Equity Share of the WEXL EDU Private Limited, towards the acquisition of 21.06% stake in M/s WEXL EDU Private Limited, and to the existing shareholders of M/s. Market Simplified India Limited in proportion to their respective shareholding in the M/s. Market Simplified India Limited for consideration other than cash i.e., swap of Equity shares in the ratio of 80:1 i.e. every 80 (Eighty) Equity Share of GACM Technologies Limited is being exchanged for one (1) Equity Share of the Market Simplified India Limited, towards the acquisition of 5.34% stake in M/s Market Simplified India Limited at the enterprise and combined total value of Rs. 121.01 Crores. It is pertinent to note that the Board further authorized to settle the difference amount, if any, in cash, towards payment of full enterprise value of WEXL EDU Private Limited and Market Simplified India Limited.

The proposed Preferential Issue is to be issued to the persons belonging to “Non-Promoter Category” as per the details disclosed in the respective resolution. The preferential issue shall be made in terms of Chapter V of the SEBI ICDR Regulations, 2018 and applicable provisions of Companies Act, 2013. The said proposal has been considered and approved by the Board in its meeting held on August 22, 2025 and adjourned on August 26, 2025. The approval of the members is accordingly being sought by way of passing 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 for Item No. 8 of the Notice.

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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, Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, in terms of BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 with respect to the additional disclosures for objects of the issue and Regulation 163 of the SEBI (ICDR), Regulations are set forth below:

1. Particulars of the offer including date of passing of Board resolution, kind of Securities offered, maximum number of Securities to be issued, manner of issue of shares, class or classes of persons to whom allotment is proposed to be made and the Issue Price :

The Board of Directors at its meeting held on August 22, 2025 and adjourned on August 26, 2025 has, subject to the approval of the Members and such other approvals as may be required, approved the issuance and allotment of upto 1,210,077,200 Equity Shares with Ordinary and Differential Voting Rights of the Company having face value of Re. 1/- (Rupee One Only) at an issue price of Rs. 1/- (Rupees One Only) per equity shares, on preferential basis to the existing shareholders of M/s. WEXL EDU Private Limited in proportion to their respective shareholding in the M/s. WEXL EDU Private Limited for consideration other than cash i.e., swap of Ordinary Equity shares or Differential Value Equity shares in the ratio of 120:1 i.e. every 120 (one Hundred Twenty) Equity Share of GACM Technologies Limited is being exchanged for one (1) Equity Share of the WEXL EDU Private Limited, towards the acquisition of 21.06% stake in M/s WEXL EDU Private Limited, and to the existing shareholders of M/s. Market Simplified India Limited in proportion to their respective shareholding in the M/s. Market Simplified India Limited for consideration other than cash i.e., swap of Equity shares in the ratio of 80:1 i.e. every 80 (Eighty) Equity Share with Differential Voting Rights of GACM Technologies Limited is being exchanged for one (1) Equity Share of the Market Simplified India Limited, towards the acquisition of 5.34% stake in M/s Market Simplified India Limited at the enterprise value of Rs. 121.01 Crores.

2. Objects of the Preferential Issue:

The Company decided to discharge the Purchase Consideration payable for the purpose of acquisition of the Target Company by acquiring 9,322,972 Shares & 11,41,507 Shares in respective Target Companies from the Proposed Allottees for consideration other than cash i.e., swap of Equity shares with Ordinary voting Rights or Differential Voting Rights of the Company as mentioned in resolution at Item No. 8 in this notice and explanatory statement, subject to SEBI ICDR Regulations and requisite approvals from stock exchanges and any other regulatory approvals, as may be applicable.

3. Relevant Date:

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date for determining the floor price for the Preferential Allotment of equity shares is Tuesday, August 26, 2025 i.e., being the date, which is 30 days prior to the date of the Annual General Meeting of the shareholders of the Company scheduled to be held, i.e., Thursday, September 25, 2025.”

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

The Equity Shares of the Company are listed National Stock Exchange of India Limited (NSE) and BSE Limited. The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and floor price has been determined in accordance with the SEBI ICDR Regulations. NSE being the stock exchange with highest

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trading volume during preceding 90 trading days has been considered for the purpose of price determination.

In case of the frequently traded shares, as per Regulation 164(1) of the SEBI (ICDR) Regulations, 2018, a minimum issue price of the Equity Shares in preferential issue has to be calculated as under:

  • The 90 trading days volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the relevant date; or

  • the 10 trading days volume weighted average price of the related equity shares quoted on a recognized stock exchange preceding the relevant date; whichever is higher.

In terms of the provisions of Regulation 164 of the SEBI ICDR Regulations, the minimum price at which the equity shares may be issued computes to Rs. 1/- each.

Further, Method of determination of price as per the Articles of Association of the Company is 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.

As the proposed allotment is more than 5% of the post issue fully diluted share capital of the company, to an allottee or to allottees acting in concert. Hence, in terms of Regulation 166A of SEBI ICDR Regulations, the Company has obtained a valuation report from an independent registered valuer for determining the price. The price determined through Valuation report of Mr. Rambabu Gadiparthi, Registered valuer (IBBI/RV/06/2019/11111) i.e., Rs. 1/- per equity shares. The said report is available on the website of the Company at www.gacm.com.

The Valuation report and the List of Allottees along with the pricing was reviewed and recommended by the Committee of Independent Director in their meeting dated August 26, 2025.

In view of the above, the Board of the Company decided to issue equity shares to be allotted on preferential basis to the proposed allottees at Rs. 1/- (Rupees One Only) per equity shares being not less than the floor price computed in accordance with Chapter V of the SEBI ICDR Regulations.

5. Amount which the company intends to raise by way of such securities;

The shares are being allotted for a consideration other than cash as consideration payable for the acquisition as mentioned above.

6. Name and address of valuer who performed valuation

Mr. Rambabu Gadiparthi, H. No. 40, 1[st] Floor, Model Colony, besides ESI Hospital, SR Nagar, Hyderabad - 500082, Telangana, Registered valuer (IBBI/RV/06/2019/11111)

7. Principal terms of Assets charged as securities: Not Applicable

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

The Company proposes to discharge the Purchase Consideration payable for the acquisition of the Target Company by acquiring 9,322,972 Shares & 11,41,507 Equity Shares in respective Target Companies from

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the Proposed Allottees for consideration other than cash by issuance of Equity Shares on a preferential basis to the Proposed Allottees.

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

None of the Promoters, Directors, Key Managerial Personnel and Senior Management of the Company intends to subscribe to any of the Equity Shares proposed to be issued under the Preferential Allotment

10. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects: Nil

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

Shareholding Pattern of Equity shares with Ordinary Voting Rights:

Particulars Pre-issue shareholding Pre-issue shareholding Post issue shareholding Post issue shareholding
No. of shares Shareholding No. of shares Shareholding
% %
A. PROMOTER
SHAREHOLDING
1. Indian
a. Individuals/Hindu
undivided Family
b. State Government(s)
c. Financial Institutions/
Banks
d. Any Other (Bodies
Corporate)
0
0
0
0
10000000
-
-
-
-
0.91
0
0
0
0
10000000
-
-
-
-
0.52
Sub-Total (A)(1) 10000000 0.91 10000000 0.52
2. Foreign
a. Individuals(Non-Resident
Individuals/Foreign
Individuals)
b. Government
c. Institutions
d. Foreign Portfolio Investor
e. Any Other (specify)
0
0
0
0
0
-
-
-
-
-
0
0
0
0
0
-
-
-
-
-
Sub-Total (A)(2) 0 - 0 -
Total Shareholding of
Promoter and
Promoter Group (A)=
(A)(1)+(A)(2)
10000000 0.91 10000000 0.52
B. PUBLIC SHAREHOLDING
1. Institutions
a. Mutual Funds/
0
97000
-
0.01
0
97000
-
0.01

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b. Venture Capital Funds
c. Alternate Investment
Funds
d. Foreign Venture Capital
Investors
e. Foreign Portfolio
Investors
f. Financial Institutions/
Banks
g. Insurance Companies
h. Provident Funds/
Pension Funds
i. Any Other(Bodies
Corporate)
0
0
0
2177176
0
0
0
0
-
-
-
0.20
-
-
-
-
0
0
0
2177176
0
0
0
0
-
-
-
0.11
-
-
-
-
Sub-Total (B)(1) 2274176 0.21 2274176 0.12
2. Central Government/
State
Government(s)/ President
of India
0 - 0 -
Sub-Total (B)(2) 0 - 0 -
3. Non-institutions
a. Individuals -
b. NBFCs registered with
RBI
c. Employee Trusts
d. Overseas Depositories
(holding DRs)
(balancing figure)
e. Any Other (Trust)
Non-Resident Indian (NRI)
Bodies Corporate
Clearing member
HUF
Foreign Portfolio Investor
(Corporate)
1014752758
600000
0
0
0
736
11328852
49614324
900000
13271390
0
92.02
0.05
-
-
-
0.00
1.03
4.50
0.08
1.20
-
1260167518
600000
0
0
0
736
11328852
625614324
900000
13271390
0
65.49
0.03
-
-
-
0.00
0.59
32.51
0.05
0.69
-
Sub-Total (B)(3) 1090468060 98.89 1911882820 99.36
Total Public Shareholding
(B)= (B)(1)+(B)(2)+(B)(3)
1092742236 99.09 1914156996 99.48
C. NON PROMOTER- NON
PUBLIC
SHAREHOLDING
1. Custodian/DR Holder
2. Employee Benefit Trust
3. Total Non-Promoter- Non
Public
0
0
0
-
-
-
0
0
0
-
-
-

==> picture [108 x 45] intentionally omitted <==

Shareholding (C)=
(C)(1)+(C)(2)
0 - 0 -
GRAND TOTAL (A+B+C) 1102742236 100.00 1924156996 100.00

Shareholding Pattern of Equity shares with Differential Voting Rights:

articulars Pre-issue shareholding Pre-issue shareholding Post issue shareholding Post issue shareholding
No. of
shares
Shareholding No. of shares Shareholding
% %
A. PROMOTER
SHAREHOLDING
1. Indian
a. Individuals/Hindu
undivided Family
b. State Government(s)
c. Financial Institutions/
Banks
d. Any Other (Bodies
Corporate)
0
249
0
0
704
-
0.00
-
-
0.00
0
249
0
0
704
-
0.00
-
-
0.00
Sub-Total (A)(1) 953 0.00 953 0.00
2. Foreign
a. Individuals(Non-Resident
Individuals/Foreign
Individuals)
b. Government
c. Institutions
d. Foreign Portfolio Investor
e. Any Other (specify)
0
0
0
0
0
-
-
-
-
-
0
0
0
0
0
-
-
-
-
-
Sub-Total (A)(2) 0 - 0 -
Total Shareholding of
Promoter and
Promoter Group (A)=
(A)(1)+(A)(2)
953 0.00 953 0.00
B. PUBLIC SHAREHOLDING
1. Institutions
a. Mutual Funds/
b. Venture Capital Funds
c. Alternate Investment
Funds
d. Foreign Venture Capital
Investors
e. Foreign Portfolio
Investors
f. Financial Institutions/
0
24250
0
0
0
407987
0
-
0.01
-
-
-
0.22
-
0
24250
0
0
0
407987
0
-
0.00
-
-
-
0.07
-

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Banks
g. Insurance Companies
h. Provident Funds/ Pension
Funds
i. Any Other(Bodies
Corporate)
0
0
0
-
-
-
0
0
0
-
-
-
Sub-Total (B)(1) 432237 0.23 432237 0.07
2. Central Government/ State
Government(s)/ President of
India
0 - 0 -
Sub-Total (B)(2) 0 - 0 -
3. Non-institutions
a. Individuals -
b. NBFCs registered with
RBI
c. Employee Trusts
d. Overseas Depositories
(holding DRs)
(balancing figure)
e. Any Other (Trust)
Non-Resident Indian (NRI)
Bodies Corporate
Clearing member
HUF
Foreign Portfolio Investor
(Corporate)
177010394
0
0
0
0
559532
723232
8119925
0
2819621
0
93.33
-
-
-
-
0.30
0.38
4.28
-
1.49
-
526373074
0
0
0
0
559532
723232
47419685
0
2819621
0
91.02
-
-
-
-
0.10
0.13
8.20
-
0.49
-
Sub-Total (B)(3) 189232704 99.77 577895144 99.93
Total Public Shareholding
(B)= (B)(1)+(B)(2)+(B)(3)
189664941 100.00 578327381 100.00
C. NON PROMOTER- NON
PUBLIC
SHAREHOLDING
1. Custodian/DR Holder
2. Employee Benefit Trust
3. Total Non-Promoter- Non
Public
0
0
0
-
-
-
0
0
0
-
-
-
Shareholding (C)=
(C)(1)+(C)(2)
0 - 0 -
GRAND TOTAL(A+B+C) **189665894 ** 100.00 **578328334 ** 100.00

12. Proposed time limit within which the allotment shall be completed:

In terms of Regulation 170 of the SEBI ICDR Regulations, preferential allotment of said equity shares will be completed within a period of 15 (fifteen) days from the date of passing of such resolution provided that where the issue and allotment of said equity shares is pending on account of pendency of any approval for

==> picture [108 x 45] intentionally omitted <==

such issue and allotment by the Stock Exchange(s) and/or Regulatory Authorities, or Central Government, the issue and allotment shall be completed within the period of 15 days from the date of last such approval or within such further period/s as may be prescribed or allowed by the SEBI, the Stock Exchange(s) and/or Regulatory Authorities etc.

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

14. 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): Table of allottees with BO

Sr.
NO
NAME OF THE
ALLOTTEE
CATEGORY TYPE OF
SECURITIES
ULTIMATE
BENEFICIAL OWNER
1. GOUTAM JAIN & SONS
(HUF)
Non-Promoter-
Public
Equity
Shares with Differential
Rights
Goutam Jain
2. AVM TECH ED
SOLUTIONS PRIVATE
LIMITED
Non-Promoter-
Public
Equity
Shares
Mugata punyavathi
3 MAHADHAATRI
TOWNSHIPS PRIVATE
LIMITED
Non-Promoter-
Public
Equity
Shares with Differential
Rights
Gopidesh Chandra
Sekhar Rao
4 LAXMI EXPORTS Non-Promoter-
Public
Equity
Shares with Differential
Rights
R J Bharat Kumar

All remaining Allottees ultimate beneficial owners of the securities proposed is not applicable.

15. The percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue:

Sr.
No
Holding Pre- Holding Pre- No of
Equity
Shares
Holding-Post
Preferential
issue after
conversion
of warrants
(assuming
full
conversion)
Name of the proposed Preferential Issue allotted

allottee (s)
Category for Share-
Swap
No. of
Shares
% %

==> picture [108 x 45] intentionally omitted <==

1 KISHORE KUMAR
KURAKULA
Non -
Promoter
89207 0.0081 1411800 0.0780
2 GORINTA PRAVEEN Non -
Promoter
0 - 5400000 0.2806
3 THADIVADA SRINIVASA
RAO
Non -
Promoter
0 - 6999960 0.3638
4 SERU
MAHENDRAVARAPU
LOKESH
Non -
Promoter
0 - 3600000 0.1871
5 REVU SAILAJA Non -
Promoter
0 - 6000000 0.3118
6 BHARGAVI Non -
Promoter
0 - 1552920 0.0807
7 SABITA GAVIRNENI Non -
Promoter
1000 0.0001 5400000 0.2807
8 LAVANYA GORINTA Non -
Promoter
0 - 6000000 0.3118
9 AVM TECH ED
SOLUTIONSPVT LTD
Non -
Promoter
0 - 576000000 29.9352
10 SRINIVASA RAJU
KALIDINDI
Non -
Promoter
0 - 14117640 0.7337
11 REMESH THUVAYOOR
VARIAM
Non -
Promoter
0 - 4164600 0.2164
12 KISHORE KUMAR
KURAKULA
Non -
Promoter
0 - 70588200 3.6685
13 PRIYA RAHUL MALU Non -
Promoter
0 - 43058760 2.2378
14 LEO JOSEPH LEMOS Non -
Promoter
0 - 1700520 0.0884
15 CHAVALI KRISHNAVENI Non -
Promoter
0 - 776400 0.0404
16 SATYA VENKATA
RAMANA TELIDEVARA
Non -
Promoter
0 - 3882360 0.2018
17 KUNAPALLI SATYA
PRASAD
Non -
Promoter
11000 0.0010 2823600 0.1473
18 SATISH CHANDRA
DEGAPUDI
Non -
Promoter
0 - 705840 0.0367
19 MANISH SHAH Non -
Promoter
0 - 705840 0.0367
20 D RAM REDDY Non -
Promoter
0 - 3557640 0.1849
21 MOHAN BABU JALUKURI Non -
Promoter
0 - 21317760 1.1079
22 ANURADHA DENDI Non -
Promoter
0 - 10569960 0.5493
23 AASHISH KUMAR Non -
Promoter
0 - 4743600 0.2465
24 VARUN REDDY Non- 0 - 3529440 0.1834

==> picture [108 x 45] intentionally omitted <==

Promoter
25 VAIBHAV REDDY
PAPIREDDY
Non -
Promoter
0 - 3529440 0.1834
26 SANJANA DENDI Non -
Promoter
0 - 3528000 0.1834
27 SNEHA DENDI Non -
Promoter
0 - 3528000 0.1834
28 SWAPNA TUMALA Non -
Promoter
0 - 3529440 0.1834
29 THOTA GOVIND Non -
Promoter
0 - 1411800 0.0734
30 GORINTA VIJAYA BABU Non -
Promoter
0 - 6000000 0.3118
31 PRAVALLIKA
TIRUMALASETTY
Non -
Promoter
0 - 1281240 0.0666
Sr.
No
Name of the proposed
allottee (s)
Category Holding Pre-
Preferential
Holding Pre-
Preferential
No of
Equity
Shares
alloted
Holding-
Post
Preferential
issue after
conversion
of warrants
(assuming
full
conversion)
Issue for
Share-
Swap
No. of
Shares
% %
1 AJAY KUMAR JAIN Non-Promoter 0 0.0000 12005520 2.0759
2 KALIDAS CHINTA Non-Promoter 0 0.0000 13882200 2.4004
3 RAGHAVENDRA RAO
POTLURI
Non-Promoter 0 0.0000 11738160 2.0297
4 RAJENDRA KUMAR Non-Promoter 0 0.0000 3529440 0.6103
5 NEELAMMA Non-Promoter 0 0.0000 3529440 0.6103
6 SPRIYA Non-Promoter 0 0.0000 3049320 0.5273
7 USHA GUPTA (AVINASH
PRADHAN)
Non-Promoter 0 0.0000 2823600 0.4882
8 VANKAYALA
NARENDRA KUMAR
Non-Promoter 0 0.0000 1411800 0.2441
9 PARESH KAPADE Non-Promoter 0 0.0000 1411800 0.2441
10 SHITAL KAPADE Non-Promoter 0 0.0000 1411800 0.2441

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11 KRISHNA VEERA
VENKATA
CHOKKAKULA
SATYANARAYANA
Non-Promoter 108794 0.0574 1411800 0.2441
12 CHANDRA
ARUNACHALAM
Non-Promoter 0 0.0000 988200 0.1709
13 MAINA BALDOTA Non-Promoter 0 0.0000 847080 0.1465
14 KURUGANTI VENKAT
SHIVANAND REDDY
Non-Promoter 0 0.0000 5602320 0.9687
15 SRINIVAS RAO
PANTANGAY
Non-Promoter 96167 0.0507 16175760 2.7970
16 PANKAJ JAIPRAKASH
KANKATTI
Non-Promoter 0 0.0000 2823600 0.4882
17 M THOYAJA RAO Non-Promoter 89056 0.0470 1482360 0.2563
18 SURENDERJAIN Non-Promoter 0 0.0000 1411800 0.2441
19 BOMMA GYANESHWAR
NAETHA
Non-Promoter 0 0.0000 1016520 0.1758
20 ANIL KUMAR BHALLA Non-Promoter 0 0.0000 705960 0.1221
21 D CHANDRASHEKAR Non-Promoter 36800 0.0194 705840 0.1220
22 NIRMALA VYAS Non-Promoter 0 0.0000 564720 0.0976
23 MARUPUDI SRAVANI Non-Promoter 0 0.0000 2499840 0.4323
24 VISHAL SAI
KUNNAPAREDDY
Non-Promoter 0 0.0000 1200000 0.2075
25 PRIYA JAI SHANKAR Non-Promoter 0 0.0000 889440 0.1538
26 VALLELA
PAVANKUMAR REDDY
Non-Promoter 0 0.0000 1037640 0.1794
27 KURUKUNDA KIRAN
KUMAR
Non-Promoter 0 0.0000 458880 0.0793
28 ASHOK PANDURANG
AKADE
Non-Promoter 0 0.0000 705960 0.1221
29 ABHIMANYU KHURANA Non-Promoter 0 0.0000 4941120 0.8544
30 MANVENDRASINGH Non-Promoter 0 0.0000 1411560 0.2441
31 KRISHAN KUMAR
RAWAT
Non-Promoter 900 0.0005 988320 0.1709
32 SAMBI REDDY
BOMMAREDDY
Non-Promoter 0 0.0000 296400 0.0513

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33 BOMMAREDDYVIJAYA Non-Promoter 0 0.0000 296400 0.0513
34 N KARUNA REDDY Non-Promoter 71165 0.0375 720000 0.1245
35 S PADMALAYA DEVI Non-Promoter 44483 0.0235 635280 0.1098
36 SHRADDHA
LAXMIKANT
AGGARWAL
Non-Promoter 0 0.0000 846960 0.1464
37 VARANASI ASHA Non-Promoter 0 0.0000 395280 0.0683
38 GOUTAM BETALA Non-Promoter 0 0.0000 282360 0.0488
39 SUNIL KUMAR
PATCHAVA
Non-Promoter 0 0.0000 423480 0.0732
40 SUREKHA MAHESH
SHAH
Non-Promoter 0 0.0000 1411800 0.2441
41 POLAMARASETTY
PRATAP KUMAR
Non-Promoter 0 0.0000 705840 0.1220
42 GANESH BABURAO
KAMBLE
Non-Promoter 0 0.0000 352920 0.0610
43 SAWITRI KUMARI
PARMAR
Non-Promoter 18600 0.0098 423600 0.0732
44 NATESH KOLUSU Non-Promoter 0 0.0000 338880 0.0586
45 UTKARSHSINGH BAIS Non-Promoter 0 0.0000 847080 0.1465
46 KRUPANAND MANDALA Non-Promoter 0 0.0000 282360 0.0488
47 GOPAL SOMANI Non-Promoter 0 0.0000 282360 0.0488
48 MUDHIGONDA
RUKMINI
Non-Promoter 0 0.0000 262560 0.0454
49 HARSHA P S Non-Promoter 0 0.0000 282360 0.0488
50 SHRADDHA SENGAR Non-Promoter 0 0.0000 282360 0.0488
51 SOURABH SINGH
SENGAR
Non-Promoter 0 0.0000 141120 0.0244
52 NIKHILESH M Non-Promoter 0 0.0000 999960 0.1729
53 VEERA VENKATA
SATYA PRASAD
UPPULURI
Non-Promoter 0 0.0000 282360 0.0488
54 PRADIP BHIKAJI
WAGHMARE
Non-Promoter 0 0.0000 494160 0.0854
55 SATISH NOOKIREDDY Non-Promoter 0 0.0000 282360 0.0488
56 PRABURAJ GEORGE Non-Promoter 0 0.0000 141120 0.0244

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57 SAURABH MUDGAL Non-Promoter 0 0.0000 705840 0.1220
58 GANESHBABU NALINI Non-Promoter 0 0.0000 423480 0.0732
59 CHIDAMBARAKUMARA
SAMY
Non-Promoter 0 0.0000 141120 0.0244
60 ASHISH VERMA Non-Promoter 0 0.0000 282360 0.0488
61 PARIDALA HARSHA
VARDHAN
Non-Promoter 0 0.0000 847080 0.1465
62 SARAVANA KUMARN Non-Promoter 0 0.0000 705840 0.1220
63 SUGUMAR Non-Promoter 0 0.0000 352920 0.0610
64 SARANYAG Non-Promoter 0 0.0000 282360 0.0488
65 KUMPATLA
JAINENDHRA SAI
Non-Promoter 0 0.0000 423480 0.0732
66 DULAM RAVIKANTH Non-Promoter 0 0.0000 199920 0.0346
67 PUDI PRADEEP Non-Promoter 0 0.0000 19999920 3.4582
68 LAXMI EXPORTS Non-Promoter 620891 0.3274 24999960 4.3228
69 BHARATH PALATLA Non-Promoter 0 0.0000 75000000 12.9684
70 PEMMANABOYINA
UDAYA MANIKANATA
Non-Promoter 0 0.0000 9999960 1.7291
71 NARESH KODURU Non-Promoter 0 0.0000 6000000 1.0375
72 JYOTHI MUGATHA Non-Promoter 310 0.0002 374400 0.0647
73 YEDDU ANUDEEPU Non-Promoter 6034 0.0032 271080 0.0469
74 JAYADURGA PASUPU Non-Promoter 0 0.0000 240360 0.0416
75 DHARMARAOPASUPU Non-Promoter 0 0.0000 356520 0.0616
76 AYUSH TANEJA Non-Promoter 10864 0.0057 1488480 0.2574
77 ASHOK BASABANNAYA
VASTRAD
Non-Promoter 0 0.0000 601440 0.1040
78 CHANDRASEKHAR
SITARAMA MALLELA
Non-Promoter 0 0.0000 1835280 0.3173
79 PEDDI NAVEEN KUMAR Non-Promoter 0 0.0000 847080 0.1465
80 VINITHA TANDRA Non-Promoter 0 0.0000 847080 0.1465

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81 RAJENDARGARIGANTI Non-Promoter 39547 0.0209 4235280 0.7323
82 KARUMURI MADHAV Non-Promoter 0 0.0000 1200000 0.2075
83 NARMADA NADADHURI Non-Promoter 0 0.0000 564720 0.0976
84 K N SUMITHRA Non-Promoter 0 0.0000 1129440 0.1953
85 MAHADHAATRI
TOWNSHIPS PRIVATE
LIMITED
Non-Promoter 174311 0.0919 14299800 2.4726
86 BURUGUPALLI JHANSI
LAKSHMI
Non-Promoter 25000 0.0132 2160720 0.3736
87 RELANGI NARAYANA Non-Promoter 127555 0.0673 5822520 1.0068
88 T PADMAJA SAI VALLI Non-Promoter 0 0.0000 141120 0.0244
89 KADALI
CHANDRASHEKHAR
Non-Promoter 300 0.0002 355200 0.0614
90 RESHMA SAHU Non-Promoter 0 0.0000 423600 0.0732
91 POOJA RANI Non-Promoter 0 0.0000 282360 0.0488
92 RAJESH SRINIVAS Non-Promoter 0 0.0000 282360 0.0488
93 JAYASUDHA R Non-Promoter 0 0.0000 211800 0.0366
94 DIVYA UPADHYAY Non-Promoter 0 0.0000 141120 0.0244
95 DEELIP NANAKRAM
PARASWANI
Non-Promoter 0 0.0000 705840 0.1220
96 PRAKASH KUMAR JAIN Non-Promoter 0 0.0000 141120 0.0244
97 MOHIT GUPTA Non-Promoter 0 0.0000 423480 0.0732
98 SHALINI LAXMAN Non-Promoter 0 0.0000 1482360 0.2563
99 AJAY KUMAR TIWARI Non-Promoter 0 0.0000 352920 0.0610
100 SALMA
VISHWANATHAN
Non-Promoter 76095 0.0401 542040 0.0937
101 PRAVEEN KAUSHIK Non-Promoter 0 0.0000 141120 0.0244
102 AAKASHJAIN Non-Promoter 0 0.0000 705840 0.1220

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Sr.
No
Holding Pre-
Holding Pre-
No of
Equity
Shares
alloted
Holding-
Post
Preferential
issue after
conversion
of warrants
(assuming
full
conversion)
Name of the proposed
Preferential Issue for
allottee (s) Category
Share-
Swap
No. of
Shares
% %
1 PANKAJ JAIPRAKASH
KANKATTI
Non-
Promoter
0 0 25846080 4.469
2 MADURANTAKAM
DHANDAPANI
SENTHILNATHAN
Non-
Promoter
0 0 5600000 0.968
3 RAMA KRISHNA
VENKATA SESHADRI
PIDDAPARTHY
Non-
Promoter
0 0 4000000 0.692
4 K S T RAJESH SUNDAR Non-
Promoter
0 0 3600000 0.622
5 THANAMS VENTURES
LLP
Non-
Promoter
0 0 2880000 0.498
6 JAYADEV GANUGAPATI Non-
Promoter
0 0 1600000 0.277
7 DILIP DATTATRAY JOSHI Non-
Promoter
0 0 1600000 0.277
8 KRISHNA VEERA
VENKATA CHOKKAKULA
SATYANARAYANA
Non-
Promoter
108794 0.0573609 1360000 0.235
9 KURUGANTI VENKAT
SHIVANAND REDDY
Non-
Promoter
0 0 1333280 0.231

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10 K S T MADHUMATHI Non-
Promoter
0 0 1200000 0.207
11 VIDHYA THANARAJAN Non-
Promoter
0 0 1200000 0.207
12 SESHAGIRI RAO ANNANGI Non-
Promoter
0 0 984640 0.170
13 K VARA PRASADA RAO Non-
Promoter
0 0 923040 0.160
14 MANAS Non-
Promoter
0 0 880000 0.152
15 JAYARAMAN B Non-
Promoter
0 0 874640 0.151
16 SOWJANYA JABISETTY Non-
Promoter
0 0 800000 0.138
17 CHANDRASEKHAR
SITARAMA MALLELA
Non-
Promoter
0 0 800000 0.138
18 K G SURESHRAO Non-
Promoter
0 0 800000 0.138
19 SAHAB SINGH RATHI Non-
Promoter
0 0 689680 0.119
20 ARPAN RATHI Non-
Promoter
0 0 689680 0.119
21 DURGA SRINIVAS
NADELLA
Non-
Promoter
0 0 680000 0.118
22 SRINIVAS RAO
PANTANGAY
Non-
Promoter
96167 0.0507034 16000000 2.767
23 GOUTHAM JAIN & SONS
(HUF)
Non-
Promoter
0 0 2000000 0.346
24 TARANATH V SHETTY Non-
Promoter
0 0 572000 0.099
25 K S THANARAJAN Non-
Promoter
0 0 1200000 0.207
26 CHANDRASEKHAR
GEETHA
Non-
Promoter
0 0 80000 0.014

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27 VALLELA PAVANKUMAR
REDDY
Non-
Promoter
0 0 1066640 0.184
28 ALLURI MASTHAN
SURYANARAYANA RAJU
Non-
Promoter
0 0 655680 0.113
29 RAGHAVAN SRINIVASAN Non-
Promoter
0 0 3272000 0.566
30 A VIJAYANARAYANAN Non-
Promoter
0 0 228560 0.040
31 R THENSUBHA Non-
Promoter
0 0 800000 0.138
32 THANARAJAN
RAJESHSUNDAR
VIHRTESHWAR
Non-
Promoter
0 0 3200000 0.553
33 MOHAN KUMAR DOSHI Non-
Promoter
0 0 400000 0.069
34 SHONALI ASHWIN
VALSANGKAR
Non-
Promoter
0 0 1600000 0.277
35 MOHAN BABU JALUKURI Non-
Promoter
0 0 571360 0.099
36 SHRIYANKA PRAVEEN Non-
Promoter
0 0 666640 0.115
37 KEDARNATH
RACHAPALLI
Non-
Promoter
0 0 666640 0.115

16. Lock-in Period:

  • The equity shares to be allotted shall be subject to lock-in in accordance with Chapter V of the SEBI ICDR Regulations.

  • 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.

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17. 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 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(s) 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 allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

  • Disclosures specified in Schedule VI of ICDR Regulations, if the issuer or any of it promoters or directors is a willful defaulter or fraudulent borrower: Not Applicable

19. Practicing Company Secretary’s Certificate:

The certificate from M/s. A.K. Rastogi & Associates., 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. The copy of said certificate may be accessed on the website of the Company i.e. www.gacm.com.

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

None of the Directors, Key Managerial Personnel (KMP), or their relatives have any financial or other interest in the proposed resolution.

Accordingly, the Board of Directors recommends the Resolution set out at Item No. 08 of the accompanying Notice for approval of the Members of the Company as a Special Resolution .

ITEM NO. 09:

RAISING FUNDS BY WAY OF ISSUANCE OF FOREIGN CURRENCY CONVERTIBLE BONDS (“FCCBS”), FOR AN AGGREGATE AMOUNT UP TO USD 110 MILLION (EQUIVALENT TO APPROXIMATELY INR 1,000 CRORE):

In Pursuant to the relevant Sections of the Companies Act, including, without limitation, Sections 23, 41, 42 and 62(1)(c) of the Companies Act, 2013, any offer or issue of securities in the Company to persons other than members of the Company requires prior approval of the members by way of special resolution.

The board was requested to consider and approve an equity fund raising plan for an amount not exceeding USD 110 million (equivalent to approximately inr 1,000 crore) through issue of securities by

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way of a private placement, including a QIP (as defined hereunder) or by way of preferential allotment or issuance of American Depository Receipts (“ADRs”)/ Global Depository Receipts (“GDRs”)/ foreign currency convertible bonds (“FCCBs”) issuances or through any other permissible mode or any combination thereof. Accordingly, the Board has, subject to approval of the shareholders, approved by its resolution dated July 09,2025 and amended on September 03, 2025 that the Company will in one or more tranches, issue equity shares of the Company with a face value of ₹ 01(Rupees One only) each (the “Equity Shares”), Equity Shares against which ADRs and GDRs , FCCBs and/or other securities convertible into or exchangeable into Equity Shares (including warrants or otherwise), and/or nonconvertible debt instruments along with warrants, or any combination thereof, whether Rupee denominated or denominated in foreign currency (“Securities”), to such eligible investors including qualified institutional buyers (as defined in the SEBI ICDR Regulations) (“QIBs”), eligible foreign/nonresident investors and/or any other category of investors whether or not such investors are members of the Company, as the Board may determine in accordance with applicable law, by way of a qualified institutions placement (QIP) in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) (such issue, a “QIP”), or by way of preferential allotment in accordance with Chapter V of the SEBI ICDR Regulations or ADR/ GDR/ FCCB issuances or through any other permissible mode or any combination thereof of any of the above, subject to applicable laws, Rules ,Regulations and circulars issued Regulatory Authorities from time to time by the issue of a placement document/ offering circulars / information memorandum / prospectuses /offer documents, and any addenda or corrigenda thereto, as stated in the resolution at such price or prices, at a discount or premium to market price or prices in such manner and on such terms and conditions as may be deemed appropriate by the Board at its discretion, taking into consideration market conditions and other Relevant factors and wherever necessary in consultation with lead managers and other advisors, all in accordance with applicable laws. The Company intends to issue Securities Aggregating up to an amount not exceeding USD 110 million (equivalent to approximately inr 1,000 crore) This special resolution seeks to enable the Board (including any duly authorized committee thereof) to indicate a QIP/ preferential allotment/ issue of depository receipts or issue of foreign currency convertible bonds or such other permissible mode or combinations thereof in accordance with the applicable laws for the purposes mentioned above, without the need for fresh approval from the members.

Purpose/ objects of the fund raise : Our Company proposes to utilize the funds raised through the proposed issuance for reducing the debt on the balance sheet as well as for other general corporate purposes, including without limitation, funding any acquisition(s), funding long and short term working capital requirements, reduction of debt, capital expenditure and any other corporate exigencies.

Further The proceeds may be utilized for augmenting long term cash resources, to fund the organic or inorganic growth opportunities in the area of its operations and adjacencies, for making investments in companies whether a subsidiary, joint venture, associates or otherwise (either through debt or equity or any convertible securities), growth of existing businesses or to enter into new businesses in line with the strategy of the Company or for any other general purposes as may be permissible under the applicable law and approved by their Board or its duly constituted Committee.

The Securities offered, issued, and allotted by the Company in terms of the resolution would be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and any Securities that may be created, offered, issued and allotted by the Company shall rank, in all respects, pari-passu with the existing Securities of the Company.

Basis or Justification of Price : In the case of QIP, the pricing of the Securities shall be determined by the Board in accordance with the regulations on pricing of securities prescribed under Chapter VI of the SEBI

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ICDR Regulations. The “Relevant Date” for this purpose, will be the date when the Board or a duly authorized Committee thereof decides to open the issue, if Equity Shares are issued, or, in case of issuance of convertible securities, the date of the meeting in which the Board decides to open the issue of such convertible securities subject to any relevant provisions of applicable laws, rules, regulations, as amended, from time to time. The resolution enables the Board to offer such discount as permitted under applicable law on the price determined pursuant to the SEBI ICDR Regulations.

In the case of issuance of FCCBs or ADRs/GDRs, the pricing shall be determined in accordance with the relevant provisions of applicable laws. The Relevant Date for the purpose of pricing the Securities to be issued pursuant to such issue shall be the date of the meeting at which the Board decides to open such issue. As the Issue may result in the issue of Securities of the Company to Investors who may or may not be members of the Company, consent of the members is being sought by way of a special resolution, pursuant to Sections 42 and 62 and other applicable provisions, if any, of the Companies Act,2013 and any other law for the time being in force and as may be applicable. The special resolution also enable the Board to issue Securities in tranches, at such times, at such prices and to such person(s) as the Board deems fit, in accordance with applicable laws.

The detailed terms and conditions for the offer will be determined by the Board or by a committee thereof in consultation with the book running lead manager(s) and other advisors appointed in relation to the proposed QIP, and such other authorities as may be required, taking into consideration market conditions and in accordance with applicable law. The Equity Shares allotted will be listed and traded on Stock Exchanges where Equity Shares of the Company are listed, subject to obtaining necessary approvals.

The offer, issue, allotment of the Securities would be subject to obtaining regulatory approvals, if any by the Company As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the stock exchanges as may be required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This is an enabling Special Resolution seeking to empower the Board to issue Equity Shares and/ or other eligible Securities as contemplated in the resolution set out above.

The Board of the Company in their meeting held on July 09,2025 and amended on September 03, 2025approved the raising of Capital Aggregating up to an amount not exceeding USD 110 million (equivalent to approximately inr 1,000 crore). The combination of instruments, price, proportion and timing of the Equity Shares and other Securities to be issued pursuant to the special resolution shall be determined by the Board subject to the compliance with the requirements under applicable law including SEBI ICDR Regulations and any other applicable regulatory, government or other approvals and in due consideration of prevailing market conditions and other relevant factors.

This Special Resolution authorizes the Board or a Committee thereof to issue the Securities in one or more tranches, at such time or times, at such price or prices to meet the Capital requirements of the Company As the pricing of the offer cannot be decided except at a later stage, it is not possible to state upfront the price of securities to be issued. However, the same would be in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Listing Obligations and Disclosure

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Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999, the Companies Act, 2013, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, the Depository Receipts Scheme, 2014, Framework for issue of Depository Receipts dated October 10, 2019 issued by the Securities and Exchange Board of India, the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, the Master Direction - External Commercial Borrowings, Trade Credits and Structured Obligations, 2019, the Foreign Exchange Management (Debt Instruments) Regulations, 2019, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 or any other guidelines/ regulations/ consents, each as amended, as may be applicable or required. The “Relevant Date” for the purpose of determination of price of equity shares and/or eligible convertible securities shall be the date as determined in accordance with the SEBI ICDR Regulations, other applicable laws and as mentioned in the resolution.

The equity shares, if any, allotted on issue, conversion of securities shall rank in all respects pari passu with the existing equity shares of the Company.

In connection with the proposed issue of securities, the Company is required, inter alia, to prepare various documentations and execute various agreements. The Company is yet to identify the investor(s) and decide the quantum of securities to be issued to them. Hence, the details of the proposed allottees, percentage of post preferential offer holding that may be held by them and post offer holding pattern of securities of the Company and other details are not available at this point of time and shall be disclosed by the Company under the applicable regulations in due course (at appropriate times and modes). Accordingly, it is proposed to authorize the Board or a Committee thereof to identify the investor(s), issue such number of securities, negotiate, finalize and execute such documents and agreements as may be required and do all such acts, deeds and things in this regard for and on behalf of the Company.

The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities in one or more tranches, the principle terms of assets charged as securities and the detailed terms and conditions for the issue(s)/offering(s) will be determined by the Board in its sole discretion in consultation with the advisors, lead managers, underwriters and such other intermediaries, as may be necessary considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors.

Necessary disclosures have and will be made to the recognized Stock Exchanges, as may be required under the listing agreements entered into with the recognized Stock Exchanges and the SEBI Listing Regulations.

This Special Resolution, if passed, will have the effect of allowing the Board/ Committee to offer, issue and allot Securities to the investors, who may or may not be the existing members of the Company.

The approval of the shareholders is being sought to enable the Board or any Committee thereof, constituted or to be constituted by the Board for this purpose, to decide on the issuance of Securities, to the extent and in the manner stated in the special resolution, as set out in item no. 08 of this notice, without the need for any fresh approval from the shareholders of the Company in this regard.

None of the Directors, Key Managerial Personnel (KMP), or their relatives have any financial or other interest in the proposed resolution.

Accordingly, the Board of Directors recommends the Resolution set out at Item No. 09 of the

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accompanying Notice for approval of the Members of the Company as a Special Resolution

Registered Office By Order of The Board
KURA Towers, 10thFloor, D. No. 1-11-254 and 1-11- For GACM Technologies Limited
255, S.P. Road, Begumpet, Hyderabad-500016, Sd/-
Telangana, India. Anil Takur
Place :Hyderabad Chairman & Non-Executive Independent
Date:September 03, 2025 Director
Din: 08945434