GACM Technologies Ltd-DVR Directors Report

<dhheadDIRECTOR S REPORT </dhhead

Dear Shareholders,

Your directors (hereinafter referred to as the Board) have the pleasure in presenting the 29^th (Twenty-Ninth) Annual Report of GACM Technologies Limited (Formerly Known as Stampede Capital Limited) ("the Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

In compliance with the applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), this report covers the Financial Results and other developments in respect of the Company during the Financial Year ended March 31, 2024, and up to the date of the Board Meeting in which this report is approved.

1.FINANCIALS:

A.FINANCIAL AND OPERATION HIGHLIGHTS:

The Standalone Financial Performance of the Company for the year ended March 31, 2024, as compared with that of the previous Financial Year 2022-23 is summarized below:

(Figures¹ - Rs. In Lakhs)

Particulars	Year Ended (Standalone)
	March 31, 2024	March 31, 2023
Operational & Other Income	724.15	963.82
Total Expenses including Interest Expense and Depreciation and Amortization Expense	(613.70)	(1,085.45)
Loss before Exceptional Items and Tax	110.45	(121.63)
Prior period items	NIL	NIL
Exceptional Items	NIL	NIL
Provision for diminution in the value of	NIL	NIL
investments
Loss before Tax	110.45	(121.63)
Current Tax	-	-
Loss after Tax	110.45	(121.63)

The Consolidated Financial Performance of the Company for the year ended March 31, 2024, as compared with that of the previous Financial Year 2022-23 is summarized below:

(Figures - Rs. In Lakhs)

Particulars	Year Ended (Consolidated)
	March 31, 2024	March 31, 2023
Operational & Other Income	751.39	1,044.40
Total Expenses including Interest Expense and Depreciation and Amortization Expense	(637.25)	(1,160.71)
Profit/ (Loss) before exceptional items and tax	114.14	(116.31)
Prior period items	NIL	NIL
Exceptional Items	NIL	NIL
Provision for diminution in the value of investments	NIL	NIL
Loss before tax	114.14	(116.31)
Current Tax	0.79	1.38
Loss after tax	113.35	(117.69)

The statement containing an extract of the financial statement of the subsidiary is provided on the website of the Company at http://gacmtech.com/static/subsidiaries-details.aspx.

B.OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

Your Company reported a total Income of Rs. 724.15/- (In Lakhs) for the Financial Year ended March 31, 2024, as against Rs. 963.82/- (In Lakhs) during the previous Financial Year. The Company recorded a net profit of Rs. 110.45 (In Lakhs) as against the net loss of Rs. (121.63)/- (In Lakhs) during the previous Financial Year.

C.SHARE CAPITAL:

Authorized Share Capital:

During the Financial Year under review, there was no change in Authorized share Capital of the Company. The Authorized Share Capital of the Company is Rs. 100,00,00,000 /- (Rupees Hundred Crores only) divided into 88,00,00,000 (Eighty-Eight Crore only) ordinary Equity Shares of Re. 1/- (Rupee One) each, 12,00,00,000 (Rupees Twelve Crore only) equity shares-differential voting rights (DVR Equity shares) of Rs. 1 each.

Issued. Subscribed and Paid-Up Share Capital of the Company:

For Equity Share Capital with Normal Voting Rights:

The Members of the Company passed the Special Resolution through postal ballot dated January 23, 2023 (Date of Declaration of Result is February 23, 2023) had authorized Board of Directors to issue equity shares with Normal Voting Right (shares) of the Company having face value of ^ 1 each on preferential basis and also authorized Board of Directors Resolution to issue equity shares with Normal Voting Right (shares) of the Company having face value of ^ 1 each on preferential basis pursuant to conversion of loan. However, the Board of Directors of the Company approved

the allotment of 11,12,75,857 Equity Shares with Normal Voting Rights on April 30, 2023, through a preferential basis.

In the context of the above, the Paid-up Share Capital with Normal Voting Rights of the Company stands increased from Rs. 22,90,11,200/- to Rs. 34,02,87,057/-.

For Equity Share Capital with Differential Voting Rights:

The Members of the Company passed the Special Resolution through postal ballot dated January 23, 2023 (Date of Declaration of Result is February 23, 2023) had authorized Board of Directors to issue equity shares with Differential Voting Right (shares) of the Company having face value of ^ 1 each on preferential basis and also authorized Board of Directors Resolution to issue equity shares with Differential Voting Right (shares) of the Company having face value of ^ 1 each on preferential basis pursuant to the conversion of loan. However, the Board of Directors of the Company approved the allotment of 10,60,439 Equity Shares with Differential Voting Rights on April 30, 2023, on a preferential basis.

In the context of the above, the Paid-up Share Capital with Differential Voting Rights of the Company stands increased from Rs. 5,80,48,788/- to Rs. 5,91,09,227/-.

Changes in Paid-up share Capital of the Company in brief due to the above allotments:

Sr. No.	Nature of Equity Shares issued	Date of passing Special Resolution	Date of Passing Board Resolution for allotment	No of Shares issued	Position of Paid Up share Capital after Allotment
1.	Normal Voting Rights on Preferential Basis	23.02.2023	30.04.2023	11,12,75,85 7	34,02,87,05 7
2.	Normal Voting Rights on Preferential Basis pursuant to conversion of Loan
3.	Differential Voting Rights on Preferential Basis (fresh Issue)	23.02.2023	30.04.2023	10,60,439	5,91,09,227
4.	Differential Voting Rights on Preferential Basis pursuant to conversion of Loan (Conversion of Loan)
	Total Paid Up share Ci	ipital as on dat	e	11,31,32,2 84	39,93,96,2 84

Further, the Board of Directors confirm that there has been no deviation in the utilization of funds raised through a preferential issue from the objects for which the funds were raised during the Financial Year under review and after the closure of the Financial Year as per Sub Regulation 4 of Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Statement of Utilization of Funds raised through allotment of DVR Shares through Preferential Issue on April 30, 2023, as per Sub Regulation 7A of Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Sr. No. Particulars	Details
1. Name of listed entity	GACM Technologies Limited (Formerly known as Stampede Capital Limited)
2. Mode of Fund Raising	Preferential Issue
3. Date of Raising Funds	30-04-2023
4. Amount Raised	Rs. 9,73,00,000/- (Rs. 9.73 in Crores)
5. Monitoring Agency	Not Applicable
6 Is there a Deviation / Variation in use of . funds raised	No
If yes, whether the same is pursuant to 7. change in terms of a contract or objects, which was approved by the shareholders	Not Applicable
8. If Yes, Date of shareholder Approval
9. Explanation for the Deviation / Variation
Comments of the Audit Committee after 10. review	The Audit Committee has noted that there is no deviation/variation in use of funds raised by issue of DVR Shares.
11. Comments of the Auditors, if any	No Comments

Except as mentioned above, during the year under review, there has been no change in the paid- up share capital of the Company during the Financial Year under review as the Company has not:

•Issued Shares on Rights basis as per provisions of Section 62 of the Companies Act, 2013;

•Issued Bonus Shares as per provisions of Section 63 of the Companies Act, 2013;

•Issued any sweat equity shares as per provisions of Section 54 (1) (d) of the Companies Act, 2013;

•Issued any equity shares under the Employees Stock Option Scheme as per provisions of Section 62 (1) (b) of the Companies Act, 2013; and

•Bought back any shares as per provisions of Section 68 of the Companies Act, 2013.

D.DIVIDEND:

In view of the performance of the Company, your directors have not recommended any dividend on Equity Shares for the Financial Year 2023-24.

E.UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and does not have an unclaimed dividend which remains to be transferred to the Unpaid Dividend Account.

F.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

G.DEPOSITS:

During the Financial Year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

H.REPORT ON THE PERFORMANCE OF SUBSIDIARIES. ASSOCIATIONS AND JOINT VENTURE COMPANIES:

During the Financial Year under review, the Company has one Unlisted Wholly Owned Subsidiary, GAYIADI FINTECH Private Limited and has no Associate or Joint Venture.

Report on Subsidiary of Company: Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements, highlights of the performance of the subsidiary are furnished in Form AOC -1 is annexed hereto and marked as Annexure - A and forms part of this Report.

Financial Statements of Subsidiary of Company: The details regarding the contribution of the subsidiary to the overall performance of the Company during the Financial Year have been included in the Consolidated Financial Statements of the Company for the Financial Year 2023-24 which is provided in this Annual Report.

Further, the Audited Standalone Financial Statements of the subsidiaries are available on the website of the Company at http://gacmtech.com/static/subsidiaries-details.aspx. Members interested in obtaining a copy of the Audited Standalone Financial Statements of the subsidiaries may write to the Company at the Registered Office of the Company or at cs@gacmtech.com / info@stampedecap.com.

Policy for Material Subsidiary: In terms of Regulation 16 (1) (c) of the Securities and Exchange

Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Companys Policy for Determining Material Subsidiary, GAYIADI FINTECH Private Limited continues to be a material subsidiary of your Company.

Independent Director of Subsidiary of Company: Further, in terms of explanation to Regulation 24(1) of the Listing Regulations, the requirement of appointing an Independent Director of the Company on the board of directors of GAYIADI FINTECH Private Limited is currently not applicable.

Functions of Audit Committee for Subsidiary of Company: The Audit Committee reviews the of subsidiaries of the Company, the investments made by the subsidiary and the statement of all significant transactions and arrangements entered by the subsidiaries, if any, in terms of the Listing Regulations. The minutes of board meetings of the unlisted subsidiary companies and detailed presentations on business performance (if any) of the material subsidiary, are placed before the Board.

Change in Nature of Business of Subsidiary of Company: During the Financial Year under review, there has been no change in the nature of business of the Subsidiary Company and there were no additions/deletions in the number of Associate Companies, Joint Venture, and subsidiary of your Company as on March 31, 2024.

Remuneration drawn from Subsidiary Company: No director or key managerial personnel has withdrawn remuneration or commission from GAYIADI FINTECH Private Limited, a Wholly Subsidiary of the Company.

Loan to Subsidiary: During the Financial Year under review, the Company has not provided any loan to its Subsidiary.

Secretarial Audit of Subsidiary of Company: In terms of Section 204 of the Act and Regulation 24A of the Listing Regulations, the Board of Directors appointed M/s. N K Singhai & Associates, Practicing Company Secretaries (CP No. 12362), as Secretarial Auditor to conduct Secretarial Audit of the GAYIADI FINTECH Private Limited, a material subsidiary of the Company for the Financial Year 2023-24. The Secretarial Audit Report for GAYIADI FINTECH Private Limited is annexed hereto and marked as Annexure - D and forms part of this Report.

a.Remuneration/commission drawn from Holding / Subsidiary Company:

Your Company does not have any Holding Company as on March 31, 2024. Details pertaining to the subsidiary are covered herein above.

2.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The Company has no Foreign Exchange Earnings and Outgo. Further, there are no significant expenses on Conservation of Energy and Technology Absorption during the Financial Year and hence reporting under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is not applicable.

3.RELATED PARTY TRANSACTIONS:

A.THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of the Companys philosophy of adhering to the highest ethical standards, transparency, and accountability. These transactions are not likely to have any conflict with the Companys interest. The Board of Directors adopted the ‘Related Party Transaction Policy to ensure the obtaining of proper approvals and reporting of transactions with related parties. Related party transactions Policy of the Company is also uploaded on theCompanyswebsite at the following web link:

http://gacmtech.com/files/downloads/otherReports/638163903979738467 Policy on Related Pa rty Transaction.pdf.

In terms of Section 177 of the Act and Regulation 23 of the Listing Regulations read with the Related Party Transaction Policy of the Company, all Related Party Transactions up to March 31, 2024, were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2023-24. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis.

As per the thresholds given in Rule 15 (3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the disclosure pertaining to contracts/arrangements/transactions with related parties which are material in nature are furnished in Form AOC - 2 is annexed hereto and marked as Annexure - B and forms part of this Report.

Disclosure of the related party transactions as required under IND AS - 24 are reported in Notes to accounts of the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024, annexed with this report.

B.DISCLOSURE OF RELATED PARTY TRANSACTIONS WITH PERSON OR ENTITY BELONGING TO PROMOTER & PROMOTER GROUP:

During the Financial Year under review, the Company has not made any transaction with the person to Promoter & Promoter Group that holds 10% or more shareholding of the Company except the Company has an outstanding loan amount of Rs. 3,15,03,770/- from GAYI ADI Holdings Private Limited (Formerly known as GAYI ADI Management and T rends Private Limited) which is outstanding as on March 31, 2024.

C.DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOANS TO SUBSIDIARIES AND ASSOCIATES OF THE COMPANY:

Your Company does not have an Associate Company as on March 31, 2024. Details pertaining to the subsidiary are covered above.

4.MATTERS RELATED TO INDEPENDENT DIRECTORS:

A.DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence ("Declaration of Independence") as prescribed both under the Companies Act, 2013 and Listing Regulations. There has been no change in the circumstances, which has affected their status as independent directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”).

B.FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the Listing Regulations, the Company has adopted and put in place a Familiarization Programme for Independent Directors to familiarize Independent Directors inter-alia with the industry in which your Company and its subsidiaries operate, the Companys, culture, business model and its operations in order to give them an insight into the Companys business and its functioning are introduced through induction sessions. A formal letter of appointment is given to Independent Directors at the time of their appointment which lays down the fiduciary duties, roles and responsibilities of an Independent Director. The terms and conditions of appointment of Independent Directors is available on the website of the Company at http://gacmtech.com/files/downloads/otherReports/638163903197835740 Terms and Conditio ns for Appointment of ID.pdf

C.EVALUATION BY INDEPENDENT DIRECTOR:

In a separate meeting of Independent Directors, the performance of non-independent directors, the performance of the Board as a whole and the performance of the Chairman was evaluated, taking into account the views of the executive director.

D.OPINION OF THE BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF THE COMPANY:

In the opinion of the Board of Directors of the Company, Mr. Anil Thakur and Mr. Venkateswar Nellutla, Non-Executive Independent directors on the Board of the Company are Independent of the management and complies with the criteria of Independent Director as submitted by them under the Companies Act, 2013 and under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013.

Further, The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity, possess and the requisite expertise and experience required to fulfil their duties as Independent Directors.

5.REMUNERATION POLICY, DISCLOSURE OF REMUNERATION & PARTICULARS OF EMPLOYEES:

Remuneration Policy: In terms of Section 178 of the Act and the Listing Regulations, the Board of Directors adopted a Remuneration Policy inter-alia setting out the criteria for determining the remuneration of Executive Directors, Non-Executive Directors, Senior Management and other employees of the Company.

The Remuneration Policy is also available on the website of the Company. at http://gacmtech.com/files/downloads/otherReports/638163902461246049 Nomination and Remuneration Policy.pdf. The Board of Directors confirms that remuneration paid to the Directors was as per the Remuneration Policy of the Company.

Employee Remuneration: The Company has an employee drawing remuneration above the limits mentioned in Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the details of the same is hosted on the website of the Company at http://gacmtech.com/. The statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered & Corporate Office of the Company during working hours for a period of 21 days before the date of the ensuing Annual General Meeting. A copy of the statement may be obtained by shareholders by writing to the Company at the Registered Office of the Company or at the investor. cs@gacmtech.com / info@stampedecap.com.

6.MATTERS RELATING TO BOARD OF DIRECTORS:

A.MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2023-24:

The Board and Committees meet at regular intervals inter-alia to discuss, review and consider various matters including business performance, strategies, policies and regulatory updates and impact. During the Financial Year under review, the Board met 8 (Eight) times on April 19, 2023, May 23,

2023,July 20, 2023, September 05, 2023, November 14, 2023, December 07, 2023, January 20,

2024,and February 14, 2024, in accordance with the provisions of the Companies Act, 2013. The

intervening gap between any two Meetings was not more than the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company has complied with the applicable Secretarial Standards in respect of all the above Board Meetings. Details with respect to the meetings of the Board of Directors and Committees held during the year under review, including attendance by Directors / Members at such meetings have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report.

B.FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS COMMITTEES AND DIRECTORS:

The Board of Directors has adopted a formal mechanism for evaluating various aspects of the Boards functioning its performance and as well as that of its committee i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and individual directors. The criteria for performance evaluation of the Board include aspects like composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, experience, competencies etc. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of Individual Directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, and safeguarding of minority shareholders interest The Board of Directors expressed their satisfaction with the evaluation process as carried out by Nomination & Remuneration Committee for the Financial Year under review.

7.APPOINTMENT, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE FINANCIAL YEAR 2023-24

As on March 31, 2024, the Board of Directors of the Company comprised of 6 (Six) Directors, including One (1) Executive Director designated as Managing Director, Two (2) Whole Time Directors, Two (2) Non-Executive Independent Directors and One (1) Non-Executive Non-Independent Women Director. The Chairman of the Board of Directors is a Non-Executive Independent Director. The Board composition is in compliance with the requirements of the Act, and the Listing Regulations and the detailed composition of the Board of Directors of the Company has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report.

Appointment and Cessation:

During the Financial Year under review there was no appointment or cessation. However on the basis of the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on May 23, 2024, appointed Mr. Narendra Babu Mugatha (DIN: 09586138) as NonExecutive Non-Independent Director of the Company.

Mr. Naveen Parashar (DIN: 08399097) has retired from the position of Whole-time Director of the Company with effect from the closure of business hours of May 23, 2024 as the tenure was nearing its

end. Consequently, on cessation of directorship, he will be ceased to be a member of the Committees of the Board of the Company.

Change in Designation:

During the Financial Year under review, there was no change in the designation of any of the Directors of the Company.

Retirement by Rotation:

Mrs. Haseena Shaik is retiring by rotation in this 29^th Annual General Meeting and is offering herself for reappointment. The necessary resolution for the appointment has been included in the Notice of the 29^th Annual General Meeting which forms part of this Annual Report.

8.APPOINTMENT. REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONS DURING THE FINANCIAL YEAR 2023-24:

During the Financial Year under review, there was resignation of Abhishek Jain from the position of Company Secretary & Compliance Officer of the Company w.e.f. August 03, 2023, Appointment, and resignation of Ms. Ankita Soni from the position of Company Secretary & Compliance officer of the company w.e.f November 14, 2023 and December 07, 2023 respectively and Appointment of Sujata Suresh Jain on the position of Company Secretary and Compliance Officer w.e.f December 14, 2023.

9.COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

As on the date of approval of the Directors Report, the following are the Committees of the Board of Directors of the Company constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Companies Act 2013 and applicable regulations of Securities and Exchange Board of India (SEBI Regulations). The composition of the following Committees is also hosted on the website of the Company at http://gacmtech.com/static/composition-of-committee.aspx.

A.AUDIT COMMITTEE

B.NOMINATION AND REMUNERATION COMMITTEE

C.STAKEHOLDERS RELATIONSHIP COMMITTEE

D.RIGHTS ISSUE COMMITTEE

E.INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The constitutions, composition, terms of reference, details of meetings and attendance of members of the aforementioned Committees have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report.

F.CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not fall under any of the threshold limits given under the provisions of Section 135 of the Companies Act, 2013, the compliances under CSR are not applicable to the Company.

G.VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place “Vigil Mechanism Policy” (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Audit Committee. The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations. The policy is also available ontheCompanyswebsiteat

http://gacmtech.com/files/Policy/Whistle%20Blower%20Policy.pdf

H.RISK MANAGEMENT POLICY:

The Company is not required to constitute a Risk Management Committee pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Board of Directors in pursuance to Regulation 17 (9) (b) has laid down a risk management plan to deal with the risks that might become threats to the existence of the Company and subsequently affect the going concern status of the Company.

Also, the risk associated in the ordinary course of Business is duly taken care of by the Board while taking business decisions. The elements of risk threatening the Companys existence are very minimal and such minimal business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

10.AUDITORS & REPORTS:

A.STATUTORY AUDITORS OF THE COMPANY:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Gorantla & Co., Chartered Accountants (FRN: 016943S), the Statutory Auditors of the Company was appointed in the Annual General Meeting held on September 30, 2021, for a term of Five Years (i.e., From 01.04.2021 to 31.03.2026) and they shall continue to be the Statutory Auditors of the Company.

The Audit Report issued by M/s. Gorantla & Co., Chartered Accountants (FRN: 016943S), for

Financial Year 2023-24 is unmodified, i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 inter-alia requires every Listed Company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed M/s. N K Singhai & Associates, Practising Company Secretaries (CP No. 12362), as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and her report is annexed hereto and marked as Annexure - C Management reply on observations marked out by Secretarial Auditor is given below:

Sr. Observations of the No. Secretarial Auditor	Management Reply
E-Form MGT 7 was filed 1 after due date	The suitable steps were taken by the Company after identification. The said E-Forms were filed by Company with Additional Fees and as on date both forms have been filed with the Registrar of Companies.
E-Form AOC 4 was filed after 2. due date

Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 also requires every Listed Company to annex with its Boards report, an Annual Secretarial Compliance Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors had appointed M/s. N K Singhai & Associates, Practising Company Secretaries (CP No. 12362), who has provided the Annual Secretarial Compliance Report for the Financial Year 2023-24 and her report is annexed hereto and marked as Annexure - E.

C.COST AUDITORS OF THE COMPANY:

During the Financial Year under review, in terms of Section 148 of the Companies Act, 2013 the Company is not required to appoint Cost Auditor of the Company.

D.REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors of the Company.

E.INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. Your Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has an Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It comprises experienced professionals who conduct regular audits across the Companys operations. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the Financial Year under review, the control mechanism and the process of testing controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on Internal Financial Controls which forms an integral part of this Report

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditors Report) Order, 2020.

The Company had appointed M/s. GANTA & CO Chartered Accountants, as Internal Auditor of the Company for the Financial Year 2023-24.

11.EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the draft Annual Return for the financial year ended March 31, 2024, in prescribed form No. MGT-7is available on the website of the Company and can be accessed at: http://gacmtech.com/static/annual-returns.aspx.

12.MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure - F and forms part of this Report.

13.CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure - G and forms part of this Report.

14.SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY:

There were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and your Companys operations in future.

15.DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

During the Financial Year under review, your Company, in the capacity of a financial creditor, has not filed petitions before the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against its customers, being corporate debtors.

16.THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

During the Financial Year under review, there has been no instance of a one-time settlement against the loans with any Bank(s) or Financial Institution(s), and hence this clause is not applicable.

17.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

The said clause is not applicable since there is no material changes that can affect the Financial Position of the Company between the end of the Financial Year and the date of the Report.

18.LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Companys business operations. We are subject to laws and regulations in diverse areas such as trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Frequent changes in legal and regulatory regimes and the introduction of newer regulations with multiple authorities regulating the same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain compliant with relevant laws and legal obligations.

19.SYSTEM AND INFORMATION:

Your Companys operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

20.SECRETARIAL STANDARDS OF ICSI:

In terms of provisions of Section 118 of the Companies Act, 2013, Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”).

21.DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013 in relation to the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024, your directors hereby confirms that:

A.In the preparation of the Financial Statements, for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures;

B.Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the loss of the Company for the Financial year ended March 31, 2024;

C.Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D.They have prepared the Financial Statements on a “Going Concern” basis.

E.Proper Internal Financial Controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

F.Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

22.OTHER DISCLOSURES

A.DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

B.CHANGE OF NAME OF THE COMPANY:

The members of the Company through a resolution passed by through a Special Resolution passed by Postal Ballot on April 20, 2023 approved alteration of object clause of the Company from Stampede Capital Limited to GACM Technologies Limited which was subsequently approved by members of the Company through a Special Resolution passed by Postal Ballot on April 20, 2023.

C.CHANGE OF OBJECTS OF THE COMPANY

The Board of Directors of the Company through a resolution passed by circulation on September 05, 2022, approved to change of the name of the Company add the subclause 7,8,9,10, 11, 12, 13, 14, 15, 16, 17 and 18 after sub-clause 6 of clause III [A) of the Memorandum of Association of Company which

was subsequently approved by members of the Company through a Special Resolution passed by Postal Ballot on April 20, 2023.

23.APPRECIATION / ACKNOWLEDGEMENT

Your directors take this opportunity to express their gratitude to all stakeholders of the Company including the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the BSE Limited, the National Stock Exchange of India Limited, the Depositories, Bankers, Financial Institutions, Members, Employees and Customers of the Company for their continued support and trust.

	By the Order of the Board of Directors
Place: Hyderabad	For and On Behalf of GACM Technologies Limited
Date: September 06, 2024	Sd/-	Sd/-
	Jonna Venkata Tirupati Rao	Anil Thakur
	Managing Director	Chairman
	DIN:07125471	DIN:08945434