Amalgamation/Merger

June 25, 2026 Bombay Stock Exchange Limited, National Stock Exchange of India Ltd., Dept. of Corporate Services, Dept. of Corporate Services, 14th Floor, P.J. Towers, Dalal Street, Exchange Plaza, Bandra- Kurla Complex, Fort, Mumbai - 400001 Bandra (East), Mumbai - 400051 Scrip Code: 538891/Scrip ID: MCLOUD Symbol: MCLOUD/Series: EQ Sub: Outcome of the meeting of the Board of Directors of Magellanic Cloud Limited (the “Company”) held on June 25, 2026 Ref: Prior Intimation dated June 18, 2026 Respected Sir/Madam, With reference to the captioned subject, we wish to inform you that the Board of the Directors of the Company at their meeting held today i.e., Thursday, June 25, 2026 has inter alia considered and approved the following: 1. Increase of aggregate ceiling from 10% to 24% with respect to the investment by Non-Resident Indians (Repatriable) and Overseas Citizens of India subject to the approval of members in the Extra Ordinary General Meeting and appropriate authorities. 2. Subject to the approval of the members in the Extra Ordinary General Meeting and appropriate authorities, the Board has decided to issue and allot 3,74,28,573 Equity Shares of the Company to the Non- Promoters and 12,67,00,000 Convertible Warrants of the Company to Promoter/Promoter Group and Non-Promoters on a Preferential Basis towards raising of additional capital by the Company pursuant to Section 42, 62 of the Companies Act, 2013 and as per the SEBI (Issue of Capital and Disclosure Requirement) Regulation, 2018 [“SEBI (ICDR) Regulations, 2018”] attached as Annexure 1 3. Provision of loan/guarantee/security upto Rs. 150,00,00,000 (Rupees Hundred and Fifty Crores only) each under Section 185 of the Companies Act, 2013, subject to the approval of members in the Extra Ordinary General Meeting to subsidiaries of the Company namely:  MCRAY Xtend India Private Limited  Scandron Private Limited  Motivity Labs Private Limited 4. Draft Notice for convening the Extra Ordinary General Meeting (EGM) for above purpose. 5. An Extra Ordinary General Meeting of the Company to be convened on Friday, July 24, 2026, through Video Conferencing/ Other Audio-Visual Means (OAVM) in compliance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (MCA) to transact the above business. 6. Cut-off date for determining the eligibility to vote by electronic means for the purpose of Extra Ordinary General Meeting shall be Friday, July 17, 2026. 7. The Scheme of Amalgamation of IVIS International Private Limited (‘Transferor Company’), with Magellanic Cloud Limited (‘Transferee Company’), under the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Scheme”), attached as Annexure 2 The Appointed Date of the Scheme of Merger is April 1, 2026. MAGELLANIC CLOUDLIMITED Formerly known as South India Projects Limited CIN: L72100TG1981PLC169991 Registered Office: 6th Floor, Dallas Center, 83/1, Plot No A1 Knowledge City, Rai Durg Hyderabad Rangareddi TG 500032 Telephone No.: 040-46515454 www.magellanic-cloud.com info@magellanic-cloud.com Since all Shares in the Share Capital of the Transferor Company are held by the Transferee Company and the Transferee Company, being the holding company, cannot issue or allot any shares to itself, no new shares whatsoever shall be issued by the Transferee Company in consideration of the amalgamation. The Scheme is subject to necessary statutory and regulatory approvals, including sanction by the Hon’ble National Company Law Tribunal under Sections 230 and 232 of the Companies Act, 2013. The Scheme is proposed to the advantage of the Transferor Company and the Transferee Company and will yield beneficial results for the shareholders, creditors, employees, and all concerned. The details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI Master Circular No. HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026, are Annexed. The meeting commenced at 05:00 (IST) and concluded at 05:45 P.M. (IST). The same will also be made availabPle.M o.n the website of the Company i.e. www.magellanic-cloud.com We request you to kindly take the above on record. Thanking You, Yours faithfully, For Magellanic Cloud Limited Sameer Rajkumar Lalwani Company Secretary & Compliance Officer Membership no. 57275 Encl: a/a MAGELLANIC CLOUDLIMITED Formerly known as South India Projects Limited CIN: L72100TG1981PLC169991 Registered Office: 6th Floor, Dallas Center, 83/1, Plot No A1 Knowledge City, Rai Durg Hyderabad Rangareddi TG 500032 Telephone No.: 040-46515454 www.magellanic-cloud.com info@magellanic-cloud.com Annexure 1 Sr. No. Particulars Disclosure i. Type of securities Equity Shares and Convertible Warrants proposed to be issued (viz. Equity shares, convertibles etc.) ii. Type of issuance Preferential Allotment (further public offering, rights issue, depository receipts (ADR/ GDR), qualified institutions placement, preferential allotment etc.) iii. Total number of The Company will issue and allot 3,74,28,573 Equity Shares at an issue securities proposed to price of Rs. 30/- each (Face Value of Rs. 2/- each at a Premium of Rs. be issued or the total 28/- each) aggregating to the amount of Rs. 112,28,57,190/- to Non- amount for which the Promoters and 12,67,00,000 Convertible Warrants at an issue price of securities will be Rs. 30/- each (to be converted into Equity Shares having Face Value of issued Rs. 2/- each at a Premium of Rs. 28/- each) aggregating to the amount of (approximately): Rs. 380,10,00,000/- to Promoter/Promoter Group and Non-Promoters. iv. Number of the 42 Investors v. Names of the Sr. Name of the Category No. of Equity No. of Investors No. Proposed (Promoter/ Shares Convertible Allottees Non proposed to warrants Promoter) be allotted proposed to be allotted 1 Amit Agrwal Non 0 Promoter 17,85,714 2 Saroj Agrwal Non 0 Promoter 17,85,714 3 Vishal Joshi Non 0 Promoter 10,71,429 4 Vema Reddy Non 7,14,286 0 Vikram Promoter 5 Nvvsd Phani Non 7,14,286 0 Promoter 6 Vangala Non 7,14,286 0 Reddy Promoter 7 Vangala Non 7,14,286 0 Sudhakar Promoter Reddy 8 Gangadhar Non 7,14,286 0 Reddy Promoter 9 Bharat Non 7,14,286 0 Kumar Promoter Reddy Vangala MAGELLANIC CLOUDLIMITED Formerly known as South India Projects Limited CIN: L72100TG1981PLC169991 Registered Office: 6th Floor, Dallas Center, 83/1, Plot No A1 Knowledge City, Rai Durg Hyderabad Rangareddi TG 500032 Telephone No.: 040-46515454 www.magellanic-cloud.com info@magellanic-cloud.com Sr. No. Particulars Disclosure 10 Ramswami Non 7,14,286 0 Reddy Promoter 11 Gopa Non 0 Veerasai Promoter 17,85,714 12 Priti Anuj Non 5,00,000 0 Badjate Promoter 13 Badjate Non 5,00,000 0 Stock Promoter Broking Private Limited 14 Kivaan Non 2,50,00,000 0 Global LLP Promoter 15 Manjula Promoter 0 2,75,00,000 Thumma Group 16 Altimatix Non 0 75,00,000 Private Promoter Limited 17 Gauri Non 0 1,40,00,000 Venkatesan Promoter 18 Ramasamy Non 0 1,40,00,000 Sumathi Promoter 19 Prasanna Non 0 50,00,000 Perala Promoter 20 Mangala Non 0 65,00,000 Sahithi Promoter Josyula 21 Mamatha Non 0 1,00,00,000 Boyapati Promoter 22 Subhash Non 0 50,00,000 Rathod Promoter 23 Monila Non 0 13,00,000 Verma Promoter 24 Sandeep Non 0 12,00,000 Kumar Promoter 25 Rohit Gupta Non 0 10,00,000 Promoter 26 Ruchi Gupta Non 0 10,00,000 Promoter 27 Venus Non 0 10,00,000 Partners Promoter 28 Kiran Singla Non 0 10,00,000 Promoter 29 The Non 0 7,00,000 Opulence Promoter 30 Sahil Arora Non 0 6,00,000 Promoter 31 Tejinder Non 0 3,00,000 Gupta Promoter 32 Rekha Modi Non 0 10,00,000 Promoter MAGELLANIC CLOUDLIMITED Formerly known as South India Projects Limited CIN: L72100TG1981PLC169991 Registered Office: 6th Floor, Dallas Center, 83/1, Plot No A1 Knowledge City, Rai Durg Hyderabad Rangareddi TG 500032 Telephone No.: 040-46515454 www.magellanic-cloud.com info@magellanic-cloud.com Sr. N [Showing first 8,000 characters — download PDF for full document]