<dhhead-DIRECTORS REPORT </dhhead-
TO
THE MEMBERS,
Your directors are pleased to present the 14th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March 2026.
FINANCIAL PERFORMANCE SUMMARY
Pursuant to notification dated 16th February 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("IND AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from 1st April 2016 and the accounts are prepared under IND AS.
The summary of the financial performance for the year is given below:
| PARTICILARS | Financial Year 2025-26 | Financial Year 2024-25 |
| Revenue from operations | 64,826.55 | 56,901.83 |
| Other Income | 12,295.54 | 704.73 |
| Total Income | 77,122.09 | 57,606.56 |
| Total Expenses | 9,90,339.49 | 83,707.25 |
| Profit Before Tax | (9,13,217.40) | (26,100.69) |
| Tax Expenses | ||
| - Current Tax | 924.32 | 0 |
| - Deferred Tax | (1507.47) | (331.63) |
| Profit After Tax | (9,12,634.25) | (26,432.32) |
| Other Comprehensive income (net of tax) | 0 | 0 |
| Total Comprehensive Income for the period / year | (9,12,634.25) | (26,432.32) |
| Earning Per Equity Share (EPS) for the period (Face Value of 10) | ||
| ¦Basic | -5.37 | 0.16 |
| ¦Diluted | -5.16 | 0.16 |
REVIEW OF OPERATIONS:
During the year under review the revenue of the Company increased from Rs. 569.02 Lakhs to Rs. 648.27 Lakhs, an increase of 13.93%. However, the company incurred the loss due to new business vertical for PA-PG business cost incurred for IT infrastructure. Further the business development cost is higher as compared to revenue. Multiple reasons contributed to this lower performance. Increased Operating Costs to expand its operations to meet the growing demand for software development services, such as employee salaries and infrastructure expenses.
The IT and software development sector is highly competitive, with numerous companies vying for clients and projects. In such a competitive environment, companies may offer competitive pricing or discounts to win contracts, which impacts profit margins.
DIVIDEND:
Your directors recommended a final dividend of Rs 0.2 per equity share (10%) of Rs.2/- each for the financial year ended 31st march, 2026 of the Company.
CHANGES IN SHARE CAPITAL:
As on March 31,2026, the paid-up capital of the Company was Rs. 34,68,95,187/- divided into 18,40,33,597 equity shares of face value of Rs. 2 each.
During the financial year under review, the Company issued and allotted 2,11,72,007 partly paid-up equity shares of face value Rs. 2 each on a rights basis to its eligible equity shareholders. The Rights Equity Shares were issued at a price of Rs. 10 per equity share (including a premium of Rs. 8 per equity share).
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, and the Companys Articles of Association, Mr. Dhaval Jitendra Kumar Mistry (DIN: 03411290) retires by rotation and being eligible offers himself for reappointment. Relevant resolutions (Ordinary or Special, as applicable) seeking shareholders approval forms part of the Notice of ensuing AGM.
The following changes in the composition of the Board of Directors were taken place during the financial year under review:
1. Cessation of Mrs. Veena Pani Chaudhary from directorship w.e.f. 21-06-2025
2. Appointment of Mrs. Bhavi Shreyans Shah as an independent director on the Board of the company w.e.f. 30-07-2025
3. Appointment of Mr. Ramchandra Dallaram Choudhary as a Non-executive non independent director on the Board of the company w.e.f. 21-062025
The following changes in the KMP were taken place during the financial year under review:
1. Cessation of Mrs. Veena Pani Chaudhary as Chief Financial Officer w.e.f. 21-06-2025
2. Appointment of Chief Financial Officer Mr. Saurin M Shah w.e.f. 11-09-2025.
3. Cessation of Mrs. Drashti Ketan Jain as Company Secretary and Compliance Officer w.e.f. 31-08-2025
4. The company has appointed Ms. Abhilasha Ghumelia as Company Secretary and Compliance Officer w.e.f. 07-11-2025.
Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, since all the Independent Directors of the Company have served as Directors for a period of more than four (4) years on the Board of Listed Company as on the date of inclusion of their names in the database hence they are not required to undertake online proficiency self-assessment test.
None of the Directors of the Company are disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been received from M/s. Chetan Patel & Associates, Practicing Company Secretaries,
that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed as Annexure-VI to the directors report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:
a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b. That such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2026 and of the profit of the Company for the year ended on that date.
c. That 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. That the annual financial statements have been prepared on a going concern basis.
d. That proper internal financial control was in place and that financial control was adequate and was operating effectively.
e. That proper system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.
INSURANCE:
The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.
Amount Transfer to Reserves:
The Company has not transferred any amount to Reserves during the year.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
There has been no company or Institution which became or ceased to be Subsidiary, Joint venture or Associate Company during the reporting period.
During the current financial year, i.e. 2026-27 the company has acquired 51% equity stake in ESAAS TECHNOLOGIES PRIVATE LIMITED and it became subsidiary of the company w.e.f. 10/08/2026.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The details in respect of internal financial control and their
adequacy are included in Management Discussion and Analysis Report which forms part of this report as annexure-I.
DEPOSIT:
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.
COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards during the year under review.
CERTIFICATION:
The members are informing that on August 27, 2021, your company has applied Reserve Bank of India "RBI" for granting the license to operate as a Payment Aggregator under the Payment and Settlement Systems Act, 2007, In response of our above application, on December 07, 2022, RBI has granted In-Principle authorization to operate as a Payment Aggregator. Members are further informing that the final approval from RBI received on 29th January 2024.
In Addition to this Reserve Bank of India "RBI" has granted a certificate of authorization to your company to operate as a Payment Aggregator for Online as well as Physical and Cross-Border transactions, facilitating Inward & Outward both on 17/12/2025.
ENERGY CONSUMPTION:
In recent the world providing support the green initiative and maximum utilization of green energy play a vital role in enhancing the value of the corporates as well as make responsible among the society. Our company always keeps in mind the same while acquiring any new building for its operations, which follows the industrys best standards and practices for energy efficiency. Improving energy efficiency can not only lower utility bills but also reduce greenhouse gas emissions significantly. Our strategy of constructing highly efficient new premises and operational excellence in existing buildings has significantly minimized the energy intensity. Smart automation continues to play a key role in remote operations management and build resilience in the system. We strive to exceed expectations by establishing new standards and introducing creative systems into our structures, thus conserving energy.
ENERGY-EFFICIENT IT INFRASTRUCTURE
We have adopted a multi-pronged strategy to make our computer workload energy-efficient and environment-friendly. The internal IT applications have been migrated to the public cloud. All our employees have been enabled for cloud-based collaboration platform for messaging, presence, video, and other requirements. Modernize the data center IT landscape to make it future-ready, continues to yield high rewards. This initiative is expected to deliver power savings and reduce the total cost of ownership for the organization. The company is focusing on investing in Data Center Infrastructure Management (DCIM) tools to get accurate visibility across the entire data center IT and facility stack, which is the foundation for optimization initiatives. We provide storage capacity for employees,
revenue projects, and internal requirements on all flash storage with fabric pool and storage grid technology.
TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:
An enterprise that senses, feels and responds in real-time - this was the theme of our transformation journey of the past years. It had to be a mobile-first approach so that employees were connected to the organization wherever they were in the world and could access the organizations assets to learn and contribute. The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.
FOREIGN EXCHANGE EARNING AND OUTGO:
During the year company has no foreign earnings or outgo.
WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:
In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31st July 2018, the extract of annual return is no longer required to be part of the Board Report. However, for the Compliance of Conditions of Section 92 and Section 134, draft copy of the Annual Return for the financial year ended 31st March 2026 and other policies of the Company shall be placed on the Companys website: https://gvpinfotech.com/wp-content/uploads/2026/09/ Annual-return-25-26.pdf
NUMBER OF BOARD MEETINGS:
The Board of Directors met 9 (nine) times on 26th May 2025, 21st June 2025, 23rd June 2025, 01st July 2025, 30th July 2025, 11th September 2025, 30th September 2025, 7th November 2025 and 10th February 2026. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.
The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.
INDEPENDENT DIRECTORS MEETING
The Independent Directors met once (14th February 2026) during the year under review, without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
BOARD EVALUATION:
The Board implemented a formal mechanism for assessing its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a designed assessment process covering various features of the Boards functioning such as composition of the Board & committees, experience & proficiencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the financial year under review, there was no amount or shares required to be transferred to the Investor Education and Protection Fund pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Companys policy on directors appointment, remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is available on the website of the Company i.e. https://gvpinfotech.com/investor-relations/ policies .
CORPORATE SOCIAL RESPONSIBILITY:
Our company does not fall under the criteria as prescribed under section 135 of companies Act 2013. Therefore, the requirement to form the Corporate Social Responsibility "CSR" committee and provision regarding minimum expenditure does not applicable to the company.
RISK MANAGEMENT POLICY:
The Company has formulated the Risk Management Policy in order to safeguard the organization from various risks through timely actions. It is designed to mitigate the risk in order to minimize the impact of the risk on the Business. The Management is regularly reviewing the risk and is taking appropriate steps to mitigate the risk. In the opinion of the Board there has been no identification of element of risk that may threaten the existence of the Company.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure VII of this report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A separate report on Corporate Governance compliance report as Annexure - II and a Management Discussion and
Analysis Report Annexure - I as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated is received from Chetan Patel & Associates, Practicing Company Secretaries.
In compliance with Corporate Governance requirements, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act 2013 are given in the Corporate Governance Report annexed with this report as Annexure - II.
COMPLIANCE WITH PROVISIONS RELATING TO THE CON STITU TION OF IN TERN AL COM PLAIN TS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, Your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.. The Company is compliant of all applicable provisions of the said Act.
Details of complaints pertaining to sexual harassment, during the year under review, are as follows:
| PARTICILARS No. | Numbers |
| 1. Number of complaints of sexual harassment received in the year; | 0 (NIL) |
| 2. Number of complaints disposed off during the year | Not Applicable |
| 3. Number of cases pending for more than ninety days] | Not Applicable |
ANNUAL RETURN:
The draft of the Annual Return of the Company for the financial year 2025-26 in form MGT-7 will be placed on the website of the Company at https://gvpinfotech.com/wp- content/uploads/2026/09/Annual-return-25-26.pdf
RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financial year 2025-26 were on an arms length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
MAINTENANCE OF COST RECORDS:
The Directors of the Company to the best of their knowledge and belief state that the maintenance of adequate Cost records is Not Applicable for the Financial Year 2025-26.
AUDITORS:
1. STATUTORY AUDITORS:
In terms of the provisions of section 139 of the Companies Act, 2013, the Company had appointed M/s. Purushottam Khandelwal & Co., Chartered Accountants, (Firm Reg. no. 123825W) as statutory auditor of the Company for the period of 5 (five) year in the 12th Annual general Meeting.
In view of amended provisions of section 139 of the Companies Act, 2013, the appointment of auditors is not required to be ratified every year at the AGM by the members of the company and hence present statutory auditors of the company will continue to act as statutory auditor till the expiry of their present term.
2. SECRETARIAL AUDITORS:
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the company has appointed Chetan Patel & Associates, Practicing Company Secretaries, a peer reviewed firm (Firm Registration No. P2024GJ102000) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, at its 13th Annual General Meeting.
STATUTORY AUDITORS REPORT:
Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company had appointed M/S Chetan Patel & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2025-26 is annexed which forms part of this report as Annexure - VIII.
Reply to Observations in Secretarial Audit Report:
1. Regulation 29(2) & 29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company acknowledges that the requisite prior intimation of two clear working days in respect of the meeting of the Board of Directors held on 26th May 2025, for consideration and approval of the financial results for the quarter and financial year ended 31st March 2025, could not be filed within the prescribed timeline.
The delay was inadvertent and without any mala fide intention. The Company has taken note of the same and has strengthened its internal compliance procedures and monitoring mechanism to ensure timely submission of all requisite disclosures to the Stock Exchange(s) and to avoid recurrence of such instances in future.
2. Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company acknowledges that the Statement of Impact of Audit Qualifications in respect of the financial results for the quarter and financial year ended 31st March 2025, was submitted belatedly.
The delay was inadvertent and unintentional. The Company has taken corrective measures and enhanced its internal compliance and reporting mechanism to ensure that all statutory and regulatory filings are made within the prescribed timelines going forward.
3. SEBI Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated 3rd February 2023 - Minimum Public Shareholding
The Company acknowledges that the Stock Exchange sought clarification from the Company and the matter has been appropriately addressed by the Company.
4. Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company acknowledges that the Stock Exchange sought clarification from the Company in respect of certain transactions undertaken during the financial year 2024-25, The clarification has been appropriately provided by the Company.
The matter has since been disposed of by the Stock Exchange. The Company remains committed to ensuring compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015, and has continued to strengthen its internal systems and controls for monitoring related party transactions and other regulatory requirements.
INTERNAL AUDITORS:
The Board of Directors in its meeting held on 26th August 2026 had appointed M/s K Chetan & Associates as an Internal Auditor of the Company for the Financial Year 2026-27. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
There is no significant material orders passed by the Regulators / Courts which would impact on the going concern status of the Company and its future operations.
GENERAL:
Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, during the financial year ended March 31,2026.
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:
The company has complied with the provisions relating to the Maternity Benefit Act 1961 during the financial year 2025-26. ACKNOWLEDGMENT:
Your directors place on records their appreciation of the sincere and devoted services rendered by all employees of the company and the continued support and confidence of investors, vendors, dealers, business associates and employees.
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