|
|
Inter alia, considered and approved:- 1. Increase in Authorised Share Capital of the Company: Increase in Authorised Share Capital from Rs. 80,00,00,000/- (Rupees Eighty Crores Only) to Rs. 96,00,00,000/- (Rupees Ninety-Six Crores Only) and consequent amendment in the Capital Clause of the Memorandum of Association of the Company. The said resolution is subject to approval by the shareholders in Extra Ordinary General Meeting. 2. Preferential Issue of equity shares of the Company for consideration other than cash in lieu of acquisition of 100% shares of Global Impx Inc subject to approval of Shareholders: Subject to the approval of the shareholders and such other regulatory or statutory approvals as may be required, the Board has approved Issuance of 17,00,00,000 Equity Shares of face value of Rs.1/- each at an issue price of Rs.21.93/- (including a premium of Rs.20.93/- (which is amounting to Rs372.81 crores)) of the Company on a Preferential Basis for consideration other than cash wherein the company is purchasing 21,25,00,000 shares of Global Impx Inc in lieu of which it is issuing 17,00,00,000 Equity Shares of Blue Cloud Softech Solutions Limited by way of swap of shares to the proposed allottees in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ( SEBI ICDR Regulations ) and other applicable laws. In terms of the requirements of the Companies Act, 2013, a valuation report from Mr. A. N. Gawade, Registered Valuer having IBBI Registration No. IBBI/RV/05/2019/10746 has been obtained. Based on the valuation report, 100 (One Hundred) shares of Blue Cloud Softech Solutions Limited will be issued for every 125 (One Hundred and Twenty Five) shares of Global Impx Inc. This will result in Global Impx Inc., becoming the wholly owned subsidiary of BCSSL and as a result the subsidiaries and step-down subsidiaries of GIX i.e., ConnectM Technology Solutions Private Limited, Geo Impex & Logistics Private Limited, Cambridge Energy Resources Private Limited, CER Microgrids Private Limited and CER Rooftop Private Limited will become the step-down subsidiaries of BCSSL. The said resolution is subject to approval by the shareholders in Extra Ordinary General Meeting to be passed by way of Special Resolution and such other approvals as may be required in this regard. The Relevant Date, in terms of provision of SEBI (ICDR) Regulations, 2018 for the preferential issue is April 02, 2026 (April 03, 2026 & April 04, 2026 being non-working days). 3. Considered and approved change of designation of Mr. Vankineni Krishna Babu as NonExecutive Director of the Company: The Board has decided to change the designation of Mr. Vankineni Krishna Babu as Non-Executive Director of the Company. Further details are enclosed in Annexure-III. 4.Considered and approved the appointment of Mr. Vinod Babu Bollikonda (DIN: 02015043) as Managing Director: The Board has appointed Mr. Vinod Babu Bollikonda as Managing Director of the Company, subject to the approval of the members in the Ensuing Extra Ordinary General Meeting of the Company. 5. Considered and approved the resignation of Ms. Shraya Jaiswal from the post of Company Secretary & Compliance Officer: The Board has noted the resignation of Ms. Shraya Jaiswal who has resigned from the post of Company Secretary and Compliance Officer with effect from the close of business hours on 03.04.2026. Her Resignation letter is attached herewith. 6. Considered and approved the appointment of Company Secretary & Compliance Officer: The Board has decided to appoint Mr. Shambhu Prasad Hanumath Venkata Srinaga Mukkamala as the Company Secretary & Compliance Officer of the Company 7. Extraordinary General Meeting: The Board has decided that the Extraordinary General Meeting of the Company will be held on Monday, May 04, 2026 through Video Conferencing ( VC ) / Other Audio-Visual Means ( OAVM ), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.
|