Board revises share-swap preferential issue terms, shifts subsidiary plan to Hong Kong, appoints CEO
Board meeting held 24 Sep 2026 approved four items.
By ScoutQuest · · 3 min read
- Share Swap Ratio
- 120:1 — 120 equity shares of the company for every one share held in WEXL Edu Limited
- Total Shares in Share Swap
- 1197080040 equity shares to be allotted
- WEXL Edu Shares Involved
- 9975667 shares held by 164 proposed allottees
- Largest Allottee
- AVM Tech Ed Solutions Private Limited to receive up to 444,000,000 equity shares
- New CEO Appointment
- Mr. Siddarth Bhagwanji appointed CEO and KMP effective 24-09-2026
What the board decided
- Approved amendments to item no. 9 of the shareholders' resolution, suggested by the stock exchange, concerning the issue of shares to non-promoters on a preferential basis (share swap): list of allottees, total number of shares to be allotted, PCA certificate, PCS certificate under Reg 163 of SEBI (ICDR) Regulations, 2018, and the valuation report.
- Approved a corrigendum to the notice of the 31st Annual General Meeting, to be held on September 30, 2026 at 12.30 P.M. through video conferencing.
- Decided to proceed with incorporating a wholly owned foreign subsidiary in Hong Kong instead of the United Kingdom.
- Appointed Mr. Siddarth Bhagwanji as Chief Executive Officer and Key Managerial Personnel.
The share swap in more detail
The resolution seeks members' approval to issue equity shares on a preferential basis to shareholders of WEXL Edu Limited, for consideration other than cash, in lieu of acquiring stake in that company. The swap ratio is 120:1 — 120 equity shares of the company for every one share held in WEXL Edu Limited.
- Total shares held by the 164 proposed allottees in WEXL Edu Limited: 9975667
- Maximum equity shares to be allotted by way of swap: 1197080040
- Largest proposed allottee: AVM Tech Ed Solutions Private Limited, holding 3,700,000 WEXL shares and receiving up to 444,000,000 equity shares.
The relevant date for determining the minimum issue price is Monday, August 31, 2026 (30 days prior to the AGM). Shares are to be allotted within 15 days of passing the resolution, in dematerialised form, fully paid-up and ranking pari-passu with existing equity shares including dividend and voting rights. Where a regulatory, stock exchange or Central Government approval is pending, the 15-day period runs from receipt of that approval.
For existing shareholders, an issue of this size on a preferential basis would change the shareholding pattern, since new shares are being created for non-promoters. The final allotment is subject to shareholder approval at the AGM and to the required regulatory and exchange approvals.
Overseas subsidiary moved to Hong Kong
The board had earlier, on 25-06-2026, decided to incorporate a wholly owned foreign subsidiary in the United Kingdom. It has stated that various factors made that unviable, and on reconsideration has 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
- Intended activity: software development, information technologies or other lawful business activities
- The subsidiary will be a related party of the company from incorporation; the promoter, promoter group and group companies are not otherwise interested in it.
New Chief Executive Officer
Mr. Siddarth Bhagwanji is appointed CEO and KMP with effect from 24-09-2026, on terms approved by the board. He is described as a product manager and business operations consultant with 13+ years of experience across SaaS, payments, FinTech, hospitality, retail and enterprise technology, with roles at Vectorlane Consulting Pvt. Ltd., IBS Software Pvt. Ltd., DBSync Avankia and Vengai Software Solutions. He holds a B.E. in Electronics & Communication Engineering from Osmania University and a PGP from IIM Ahmedabad, along 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.
Also from GACM Technologies
MoU signs AIML Cloud as exclusive distributor of FIRM TALK ERP; ₹15 crore minimum guaranteed sale over 24 months
24 Sep 2026
Board appoints CEO, revises share-swap resolution and shifts overseas subsidiary plan to Hong Kong
24 Sep 2026
More numbers
- Swap ratio (shares of company per WEXL share)120:1
- Total WEXL Edu shares held by proposed allottees9975667
- Maximum equity shares to be allotted via swap1197080040
- AVM Tech Ed Solutions - WEXL shares held3,700,000
- AVM Tech Ed Solutions - shares to be allotted444,000,000
- Number of proposed allottees164
- Allotment timeline from resolution15 days
- Hong Kong subsidiary share capital25000 Ordinary Shares of HKD 1 each
- Shareholding in Hong Kong subsidiary100%
- CEO's stated experience13+ years
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