Board Revises Share-Swap Preferential Issue Terms, Shifts Overseas Arm to Hong Kong, Appoints CEO
Amendments approved to Item 9 of the AGM resolution (share swap issue to non-promoters) as suggested by the stock exchange — allottee list, share count, PCA/PCS certificates and valuation report.
By ScoutQuest · · 3 min read
- Share Swap Ratio
- 120:1 — 9975667 WEXL EDU shares for up to 1197080040 equity shares
- Number of Allottees
- 164 non-promoter shareholders
- Largest Allottee Allocation
- AVM Tech Ed Solutions Private Limited: 3,700,000 WEXL shares for up to 444,000,000 equity shares
- Foreign Subsidiary Plan
- Wholly owned subsidiary GACM Tech HK Limited in Hong Kong — 25000 Ordinary Shares of HKD 1 each, 100% held
- CEO Appointment
- Mr. Siddarth Bhagwanji appointed CEO and KMP w.e.f. 24-09-2026, 13+ years experience in SaaS, payments, FinTech
What the board approved
- Amendments to item no. 9 of the shareholders' resolution, suggested by the stock exchange, relating to the issue of shares to non-promoters on a preferential basis (share swap). The changes touch the list of allottees, total number of shares to be allotted, the PCA certificate, the PCS certificate under Reg 163 of SEBI (ICDR) Regulations, 2018, and the valuation report.
- A corrigendum to the notice of the 31st Annual General Meeting, scheduled for September 30, 2026 at 12.30 P.M. through video conferencing. The AGM notice had already been circulated on September 08, 2026 and must now be read with this corrigendum.
- A change of plan on the overseas arm.
- Appointment of a Chief Executive Officer.
The share swap, in numbers
The revised resolution proposes issuing equity shares to non-promoters in lieu of acquiring a stake in WEXL EDU Limited. Shareholders of WEXL EDU would receive 120 equity shares of the company for every 1 share held (ratio 120:1).
- Total WEXL EDU shares covered: 9975667
- Maximum equity shares to be allotted: 1197080040
- Number of proposed allottees listed: 164
- Largest proposed allottee, AVM Tech Ed Solutions Private Limited: 3,700,000 WEXL shares, for up to 444,000,000 equity shares
The shares are to be issued for consideration other than cash (swap of equity shares), allotted within 15 days of the resolution being passed — or from the date of any pending regulatory, exchange or Central Government approval. They will be fully paid-up and rank pari-passu with existing shares, including dividend and voting rights, from allotment. The relevant date for pricing is August 31, 2026, being 30 days prior to the AGM date.
For existing shareholders, an issue of this size to new holders would change the shareholding pattern; the approval still rests with members at the AGM.
Overseas subsidiary moved to Hong Kong
The board had earlier decided (outcome dated 25-06-2026) to incorporate a wholly owned foreign subsidiary in the United Kingdom. It has stated that various factors made that unviable, and on reconsideration has now decided to incorporate the subsidiary in Hong Kong instead, subject to applicable regulatory approvals and statutory requirements.
- Proposed name: GACM Tech HK Limited (name subject to approval by the concerned authority)
- Share capital: 25000 Ordinary Shares of HKD 1 each
- Shareholding: 100% held by GACM Technologies Limited
- Business: software development, information technologies or other lawful business activities
- The entity will be a related party of the company from incorporation; the promoter/promoter group/group companies are not otherwise interested in it
New CEO
Mr. Siddarth Bhagwanji has been appointed Chief Executive Officer and Key Managerial Personnel with effect from 24-09-2026, on terms approved by the board. His profile describes 13+ years of experience across SaaS, payments, FinTech, hospitality, retail and enterprise technology, with roles at Vectorlane Consulting, IBS Software, DBSync Avankia and Vengai Software Solutions. He holds a B.E. in Electronics & Communication Engineering from Osmania University and a PGP from IIM Ahmedabad, with a Professional Scrum Product Owner certification.
Meeting timing
The board meeting commenced at 10.30 A.M. and concluded at 01.30 P.M.
What to watch
- The outcome of the shareholder vote on the amended Item 9 at the AGM on September 30, 2026.
- Progress on incorporating the Hong Kong subsidiary, which remains subject to approvals.
Also from GACM Technologies
MoU signed appointing AIML Cloud Global as exclusive distributor of FIRM TALK ERP, 50:50 revenue share
24 Sep 2026
New CEO appointed; share-swap resolution amended and Hong Kong subsidiary planned
24 Sep 2026
More numbers
- Swap ratio120:1
- Total WEXL EDU shares held by allottees9975667
- Maximum equity shares to be allotted1197080040
- Number of proposed allottees164
- AVM Tech Ed Solutions - WEXL shares held3,700,000
- AVM Tech Ed Solutions - shares to be allotted444,000,000
- Allotment timeline after resolution15 days
- Hong Kong subsidiary share capital25000 Ordinary Shares of HKD 1 each
- Shareholding in proposed WOFS100%
- CEO's experience13+ years
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