Nature of Event

31st Annual General Meeting notice containing both ordinary and special business resolutions

Meeting Details

The 31st Annual General Meeting 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.

Ordinary Business Items

Item 1: Adoption of Financial Statements

  • Consideration and adoption of Audited Standalone and Consolidated Financial Statements for FY ended March 31, 2026
  • Reports of Board of Directors and Auditors thereon
  • To be passed as Ordinary Resolution

Item 2: Re-appointment of Statutory Auditors

  • Re-appointment of M/s. Gorantla & Co., Chartered Accountants (Firm Registration No. 016943S)
  • Term: 5 consecutive years from conclusion of 31st AGM till conclusion of 36th AGM
  • Remuneration: As mutually agreed between Board and Auditors plus applicable taxes and out-of-pocket expenses
  • To be passed as Ordinary Resolution

Item 3: Re-appointment of Director

  • Re-appointment of Mr. Jonna Venkata Tirupati Rao (DIN: 07125471) as Director liable to retire by rotation
  • Current position: Managing Director
  • To be passed as Ordinary Resolution

Special Business Items

Item 4: Re-appointment as Managing Director

  • Re-appointment of Mr. Jonna Venkata Tirupati Rao (DIN: 07125471) as Managing Director
  • Term: 5 years from November 27, 2026 to November 26, 2031
  • Not liable to retire by rotation
  • Remuneration structure:
  • Basic Salary: ₹10,00,000 to ₹15,00,000 per month
  • Benefits, perquisites and allowances as determined by Board
  • Minimum remuneration payable in case of loss/inadequate profits within Schedule V limits
  • Termination: 6 months notice or payment in lieu
  • To be passed as Special Resolution

Item 5: Material Related Party Transactions

  • Approval for Material Related Party Transactions with 11 related parties
  • Transactions include provision/availing of services, business advances, inter-corporate loans
  • Limit: ₹100 Crore per entity
  • Tenure: From conclusion of AGM till conclusion of AGM in FY 2027-28
  • Related parties include promoter entities, common directors, wholly-owned subsidiaries
  • To be passed as Ordinary Resolution

Item 6: Re-appointment as Whole Time Director

  • Re-appointment of Mr. Srinivas Maya (DIN: 08679514) as Whole Time Director
  • Term: 5 years from November 13, 2026 to November 12, 2031
  • Liable to retire by rotation
  • Remuneration structure:
  • Basic Salary: ₹2,00,000 to ₹5,00,000 per month
  • Benefits, perquisites and allowances within Schedule V limits
  • To be passed as Special Resolution

Item 7: Appointment of Independent Director

  • Appointment of Mr. Chandra Sekhar Dasaka (DIN: 05012419) as Independent Director
  • Term: 5 years till September 30, 2031
  • Not liable to retire by rotation
  • Originally appointed as Additional Director from August 22, 2026
  • Meets independence criteria under Section 149(6) of Companies Act, 2013
  • To be passed as Special Resolution

Item 8: Increase in Authorized Share Capital

  • Increase Authorized Share Capital from ₹300,00,00,000 to ₹1,000,00,00,000
  • Creation of additional 700,00,00,000 Equity Shares of ₹1/- each
  • Shares will rank pari passu with existing ordinary equity shares
  • Amendment of Clause V of Memorandum of Association
  • To be passed as Ordinary Resolution

Item 9: Preferential Issue for WEXL EDU Acquisition

  • Issuance of equity shares to non-promoters on preferential basis (share swap)
  • Acquisition of 22.28% stake in WEXL EDU Limited for enterprise value of ₹120.26 Crores
  • Issue of up to 1,202,634,840 equity shares at ₹1/- per share
  • Swap ratio: 120 equity shares of GACM for 1 share of WEXL EDU
  • Relevant date for pricing: August 31, 2026
  • Allotment to be completed within 15 days from resolution passing
  • Shares subject to lock-in as per SEBI ICDR Regulations
  • Detailed list of 168 allottees with allocation quantities provided
  • Largest allottee: AVM Tech Ed Solutions Private Limited - 444,000,000 shares (15.86% post-issue)
  • Valuation report by Mr. Rambabu Gadiparthi, Registered Valuer (IBBI/RV/06/2019/11111)
  • To be passed as Special Resolution

Item 10: QIP Fundraising

  • Raising funds through Qualified Institutions Placement (QIP)
  • Aggregate amount: Up to ₹200 Crores
  • Issuance of equity shares to Qualified Institutional Buyers (QIBs)
  • Pricing: As per Chapter VI of SEBI ICDR Regulations
  • Discount: Not more than 5% on floor price
  • Minimum 10% allocation to Mutual Funds
  • Single allottee limit: Not exceeding 50% of issue size
  • Minimum allottees: 2 (for issue size ≤ ₹250 Crore)
  • Lock-in: 1 year from allotment date
  • Credit rating agency to monitor use of proceeds
  • To be passed as Special Resolution

Voting and Meeting Procedures

  • Remote e-voting period: September 25, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • Cut-off date: September 23, 2026
  • Book closure: September 24, 2026 to September 30, 2026
  • Scrutinizer: Mr. Anil Kumar Rastogi, Practicing Company Secretary
  • E-voting service provider: Central Depository Services (India) Limited (CDSL)

Financial Impact

  • Authorized share capital increase: ₹700 crore additional capital
  • QIP fundraising: Up to ₹200 crore
  • WEXL EDU acquisition: ₹120.26 crore enterprise value
  • Director remuneration: Within Schedule V limits of Companies Act, 2013