Shareholders meeting

NOTICE OF 31stANNUAL GENERAL MEETING (“AGM”) NOTICE IS HEREBY GIVEN THAT THE THIRTY FIRST (31ST) AGM OF THE MEMBERS OF GACM TECHNOLOGIES LIMITED (“THE COMPANY”) WILL BE HELD ON WEDNESDAY, SEPTEMBER 30 2026, AT 12:30 P.M. INDIAN STANDARD TIME (IST), THROUGH VIDEO CONFERENCING (‘VC’) / OTHER AUDIO-VISUAL MEANS (‘OAVM’) FACILITY TO TRANSACT THE FOLLOWING BUSINESSES: ORDINARY BUSINESS: ITEM NO.: 01: CONSIDERATION AND ADOPTION OF THE AUDITED STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026, AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON. ORDINARY RESOLUTION To consider, and if thought fit, to pass the following Resolution as : “RESOLVED THAT the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, 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: TO RE-APPOINT STATUTORY AUDITORS OF THE COMPANY. ORDINARY RESOLUTION To consider, and if thought fit, to pass the following Resolution as : “RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Gorantla & Co., Chartered Accountants (Firm Registration No. 016943S), who retire at this Annual General Meeting and being eligible, have offered themselves for re-appointment, be and are hereby re-appointed as the Statutory Auditors of the Company to o hold office for a term of 5 (five) consecutive years, from the conclusion of this Annual General Meeting till the conclusion of the 36 Annual General Meeting of the Company, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors, in addition to applicable taxes and reimbursement of out-of-pocket expenses.” ITEM NO.: 03: APPOINTMENT OF MR. JONNA VENKATA TIRUPATI RAO (DIN: 07125471), AS A DIRECTOR LIABLE TO RETIRE BY ROTATION AND IS ELIGIBLE FOR RE-APPOINTMENT ON THE SAME TERMS AND CONDITIONS. ORDINARY RESOLUTION: TRoE cSoOnLsiVdEeDr, aTnHdA ifT thought fit, to pass the following Resolution as “ Mr. Jonna Venkata Tirupati Rao (Din: 07125471), Managing director who retires by rotation at the 31 Annual General Meeting in accordance with the Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company and being eligible has offered himself for re- appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS ITEM NO.: 04: RE-APPOINTMENT OF MR. JONNA VENKATA TIRUPATI RAO (DIN: 07125471) AS A MANAGING DIRECTOR OF THE COMPANY. SPECIAL RESOLUTION To consider, and if thought fit, to pass the following Resolution as : RESOLVED THAT “ pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions, if any, read along with Schedule V of the Companies Act, 2013 (‘Act’) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the consent of the Members be and is hereby accorded to the appointment and terms of remuneration of Mr. Jonna Venkata Tirupati Rao as Managing Director (‘MD’) of the Company for a period of 5 years, with th th effect from 27 November, 2026 to 26 November, 2031 , not liable to retire by rotation, upon the terms and conditions set out in the Statement annexed to the Notice convening this Meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any Financial Year during his said tenure within the overall limits of Section 197 of the Act, as recommended by the Nomination and Remuneration Committee, with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and terms of remuneration as it may deem fit and in such manner as may be agreed to between the Board and MD. RESOLVED FURTHER THAT Mr. Jonna Venkata Tirupati Rao subject to such approvals, consents and permission as may be required, in the event of loss or inadequacy of net profits in any financial year, the Company pays , remuneration by way of salary, perquisites and allowances as set out in Explanatory SRtEaSteOmLeVnEtD a sF MURinTimHuEmR TRHemAuTn eration. the Board of Directors be and are hereby authorized to alter and vary the terms and conditions of the appointment and / or remuneration as may be agreed between the Board of Directors and Mr. Jonna Venkata Tirupati Rao and/or in such manner and to such extent as may be p ermitted or authorized in accordance with the provisions under the Act for the time being in force, sRuEbSjOecLtV toE Dth eF UsaRmTeH nEoRt eTxHcAeeTd ing the limits specified in Schedule V of the Companies Act, 2013. the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.” ITEM NO.: 05: APPROVAL FOR MATERIAL-RELATED PARTY TRANSACTIONS. ORDINARY RESOLUTION To consider and, if thought fit, to pass, the following resolution as : “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 2D02e7ta-2il8s. of Sr. Relationship Nature Of Transactions Limits in Related Party No Reference Transaction including Rs. Tenure GAYI ADI Holdings Private Limited Promoter Entity G.A. Apparel Private Limited (Earlier known as Common 2. Haseena Apparel Private Directors Limited) GAYI ADI Enterprise Common Limited Directors G.A. Capital Management Common Private Limited Directors Provision or Arka Insurance and Common availing of any Broking Private Limited Interest kind of Services Business GAYI ADI Fintech Private Wholly owned including Inter- 100 6. Advance and Limited Subsidiary corporate Loan Crore Per Provision or GACM Realty India Private Common given and taken Entity 7. availing of Limited Directors Services NETIZENS Entertainments Common Tenure: Private Limited Directors Recurring Transactions Adhiraj Wealth and Family Common Office Private Limited Directors G.A. Corporate Serv Private Common Limited Promoters WEXL Edu 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 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 t [Showing first 8,000 characters — download PDF for full document]