GSS Infotech Ltd Directors Report

We are delighted to present the report on our business and operations along with the summary of the financial statements for the financial year ended 31st March 2024.

In compliance with the apfplicable provisions of the Companies Act, 2013, ("the Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Directors Report is prepared based on the financial statements of the Company for the year under review.

1. FINANCIAL RESULTS

Key highlights of financial performance of the Company for the year ended 31st March, 2024, is as summarized below In Lakhs

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	For the year ended	For the year ended	For the year ended	For the year ended
	31 March 2024	31 March 2023	31 March 2024	31 March 2023
Revenue from operations	1,100.99	1,835.60	17,082.04	11,438.60
Other income	20.74	40.20	840.44	44.09
Total income	1,121.72	1,875.80	17,922.48	11,482.69
Expenses
Direct Cost/Materials consumed	98.54	52.14	7,321.08	467.10
Employee benefits expense	435.65	578.42	7,341.47	8,318.34
Depreciation and amortisation expense	8.77	5.72	235.45	19.84
Finance costs	0.70	1.46	133.44	92.23
Other expenses	431.90	616.37	2,018.10	1,148.65
Total expense	975.57	1,254.11	17,049.55	10,046.16
Profit before exceptional items and tax	146.16	621.69	872.93	1,436.53
Exceptional Item:
Cancellation of Debt Income	-	-	-	(152.41)
Profit before tax	146.16	621.69	872.93	1,588.94
Tax expenses
Current tax	113.26	93.13	128.30	112.35
Prior Period Tax	-	(11.25)	-	(11.25)
Deferred tax charge	2.13	2.55	(0.70)	2.55
Total tax expense	115.39	84.44	127.61	103.65
Profit for the year	30.77	537.26	745.32	1,485.29
Other comprehensive income
Items that will not be reclassified to profit or loss:
Re-measurement gains/ (losses) on defined benefit plan and Net of Income Tax	(1.43)	3.44	(1.43)	3.44

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	For the	For the	For the	For the
	year ended	year ended	year ended	year ended
	31 March 2024	31 March 2023	31 March 2024	31 March 2023
Income-tax effect
Exchange differences on translation of			210.38	1,325.84
foreign operations
Other comprehensive income for the year, net of tax	(1.43)	3.44	208.95	1,329.28
Total comprehensive income for the year	29.34	540.70	954.27	2,814.57
Earnings per equity share (nominal value of INR 10) in INR
Basic	0.17	3.17	4.07	8.77
Diluted	0.17	2.72	4.07	7.53

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year ended 2023-24 and the date of this report

2. STATE OF COMPANYS AFFAIRS

GSS primary focus is in the ADMS (Application Development and Maintenance Services), IMS (Infrastructure Management Services) and Healthcare services, while our major revenue contributor has been Professional Services. We continue to execute our business operations under the same units as last year. As we continue to meet customers, we remain convinced of the huge potential our company has given the services we offer today. We not only intend to leverage on our existing customer base to drive growth we will also be focusing on emerging technologies in the Business Intelligence and Analytics areas, which will be driving transformation and be within the demand circle.

3. CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary companies, as approved by their respective Board of Directors.

4. TRANSFER TO RESERVE

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of the Company for FY24, after all appropriations and adjustments, was Rs. (1,04,67,18,275).

5. SUBSIDIARIES

A separate statement (Form No. AOC-1) containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 as per Annexure [A] The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website i.e. www.gssinfotech.com

The details of investment in subsidiaries as on 31st March 2024 are as follows:

Investments in subsidiaries	Amount
1,500 Equity Shares of $1 each fully paid up in GSS Infotech Inc (Delaware)	89,09,40,578
10,989,994 Equity Shares of Rs. 10/- each fully paid up in Polimeraas Limited	2,75,28,38,500
9,990 Equity Shares of Rs. 10/- each fully paid up in GSS Healthcare IT Solutions Private Ltd	99,900
9,990 Equity Shares of Rs. 10/- each fully paid up in GSS IT Solutions Private Ltd	99,900
Total investments carried at cost	3,64,39,78,878

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure, developments, performance, and state of affairs of the Companys various businesses during the financial year ended 31 March 2024, is enclosed as Annexure [F] to this report.

7. CORPORATE GOVERNANCE REPORT

In compliance with the Regulations 34 of Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report and is enclosed as Annexure [G] to this report.

8. DIVIDEND

The Board of Directors did not recommend dividend for the financial year ended 31 March 2024.

9. LISTING OF EQUITY SHARES

The Companys equity shares are listed on the following Stock Exchanges

The Company has paid the annual listing fees to the said stock exchanges for the financial year 2023-24.

10. PUBLIC DEPOSITS

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the confirmations received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of the Companies Act, 2013, or under the SEBI (LODR) Regulations, 2015

Mr. Saikiran Satya Surya Raghavendra Gundu, Non-Executive Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014) and being eligible has offered himself for re- appointment. Appropriate resolution for his re-appointment is being placed subject to the approval of the shareholders of the company in the ensuing AGM.

Mrs. Nagajayanthi Ragavendra Das Juttur (DIN: 05107482) was re-appointed as an Independent Director of the Company for the second term of five years at the 16th Annual General meeting held on 30th September 2019 to hold office till the date 30th September 2024.

Accordingly, she will get retire on the closing hours of 30th September 2024, on account of completion of tenure as per the provisions of Section 149 of the Companies act 2013 read with relevant rules and Listing Regulations.

Ms. Subbarathnamma Palepu (DIN: 09432984) as per the recommendation of the Nomination and Remuneration Committee and after considering her knowledge, acumen, expertise and experience was appointed as an Additional Director (Category: Non-Executive, Women Independent) of the Company by the Board at their meeting held on 04th September 2024 to hold office for her first term of five consecutive years w.e.f. 04th September 2024 to 03rd September 2029, subject to approval and regularization by members of the Company in the ensuing Annual General Meeting as an Independent Director. Further, the board of directors is of the opinion that she fulfills the skills and capabilities as required in the Act and Listing Regulations and therefore consider it desirable and in the interest of the company to have her on the board as an Women Independent Non-Executive Director of the company. In terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the listing Regulations, Ms. Subbarathnamma Palepu (DIN: 09432984), being eligible for regularization and appointment as an Women Independent Director and offering herself for appointment, is proposed by Board to be regularized and appointed as an Independent Director for the first term of five consecutive years w.e.f. 04th September 2024 and to hold office up to 03rd September 2029.

Key Managerial Personnel:

1. Mr. Bhargav Marepally is the Chief Executive Officer and Managing Director of the Company.
2. Mr. P.S.Phaninder Nath is the Chief Financial Officer of the Company.
3. During the year under review, Ms. Pooja Raja Kakarlapudi has tendered her resignation from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours on October 30, 2023,
4. Ms. Deeksha Verma was appointed as Compliance officer of the Company w.e.f January 29, 2024 and Company Secretary of the Company w.e.f February 09, 2024 and however, due to her pre-occupation, she has tendered her resignation from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours on May 15, 2024.

The Key Managerial Personnel have been appointed in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Bhargav Marepally, CEO & Managing Director, Mr. P.S.Phaninder Nath., CFO and Ms. Pooja Raja Kakarlapudi and Ms. Deeksha Verma, Company Secretary & Compliance Officer, are the Key Managerial Personnel of your Company during the FY 23-24 in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

In terms of Section 178(2) and 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, Nomination and Remuneration Policy ("NR Policy") of the Company, inter alia, the Board/ Nomination and Remuneration Committee (NRC) will conduct performance evaluation of the Board as a whole and its Committees and the individual Directors.

Performance evaluation of Directors shall be done by the entire Board/ NRC (excluding the director being evaluated). The Nomination and Remuneration Committee shall continue to be responsible for implementation of the methodology followed by the Company in this regard. The NRC Policy of the Company is placed on the Companys website.

Performance of the Board is evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, its contribution in effective management of the Company, etc. Based on the assessment, observations on the performance of Board are discussed and key action areas for the Board, Committees and Directors are noted. During the period under review, the annual performance evaluation of the Board, its Committees and individual Directors for the financial year ended 31st March, 2024 was conducted by the Board. Information and other details on annual performance assessment is given in the Corporate Governance report.

Further, in terms of the requirement as contained in Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company at their meeting held on 09th February 2024, inter alia:

• reviewed the performance of the Non-Independent Directors and the Board as a whole with respect to their rights, duties vis-?-vis performance of Board Members;
• reviewed the performance of the Chairperson of the Company by taking into account the views of executive and non-executive directors of the Company.

1. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report. None of the Directors draw remuneration from the Company other than sitting fees paid to the eligible directors.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors of your Company is set out in Annexure [B] to this report and is also available on the website of your Company (www.gssinfotech.com).

2. BOARD AND COMMITTEE MEETINGS

The Board of the Company is comprised of eminent persons of proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As required under the Act, and the Listing Regulations, the Company, inter alia, has constituted the following statutory committees:

1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Corporate Social Responsibility Committee.

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board / Committee meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure 4meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Boards or Committees approval is taken by passing resolutions through circulation or by calling the Board Committee meetings at short notice, as permitted by law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, and the terms of reference of various committees are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173 of the Act and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report Annexure [G] which forms an integral part of this Report.

1. AUDIT COMMITTEE RECOMMENDATIONS

The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting as on 31st March, 2024, the Committee comprises of Mr. Prabhakara Rao Alokam – Chairperson, Mrs. Nagajayanthi Das Juttur Raghavendra - Member and Mr. Bhargav Marepally – Member.

The details of the number of Audit Committee meetings of your Company are set out in the Corporate Governance Report Annexure [G] which forms an integral part of this Report.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

2. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

3. OPINION OF THE BOARD

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possess the requisite expertise, experience and qualifications to discharge the responsibilities as an Independent Director as mandated by the Companies Act, 2013 and the Rules made thereunder and by the SEBI Regulations.

All the independent Directors of your Company have been registered and are members of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). Independent Directors were already granted exemption from appearing for the Online Proficiency Self-Assessment test conducted by IICA.

4. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has constituted a Nomination and Remuneration Committee which has been entrusted the responsibility of selecting and recommending the appointment and remuneration of Directors. The Committee while making appointments and fixing the remuneration of Directors will take into consideration the following:

1. their qualification
2. past record, especially their credentials and achievements, experience, past remuneration
3. job profile and suitability
4. comparative remuneration with the industry in line with the size and profits of the Company
5. their pecuniary relationship with the promoters.

Further, the Nomination and Remuneration Committee also, while recommending and appointing independent Directors will evaluate the following:

1. their qualification
2. credentials, past experience in the fields of finance, management, technology, taxation and other related fields
3. expertise in similar industry
4. confirmation from the Internal Auditors that there is no pecuniary relationship with the Company or other parties in terms of Section 149(6) of the Companies Act, 2013.

The terms and conditions for appointment of Independent Directors and the Code of Conduct of the Board of Directors and Senior Management Personnel are available on the Companys website and can be accessed at https://www.gssinfotech.com.

1. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory modification(s) or re- enactment(s) for the time being in force), the Directors of your Company confirm that:

1. In the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable Indian Accounting Standards (Ind AS) and Schedule III of the Companies Act, 2013, (including any statutory modification(s) or re- enactment(s) for the time being in force) have been followed and there are no material departures from the same;
2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 March 2024 and of the profit and loss of the Company for the financial year ended 31 March 2024;
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a ‘going concern basis;
5. Proper Internal Financial Controls laid down by the Directors were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

1. AUDITORS AND AUDITORS REPORT

M/s. Rambabu & Co, Chartered Accountants (Firm Registration Number 002976S) was appointed as the Statutory auditors of the company at the 16th Annual General Meeting of the company for the first term of 5 Consecutive years. to hold office from the conclusion of 16th Annual General Meeting till the conclusion of 21st Annual General Meeting.

The tenure of M/s Rambabu & Co, shall going to be end in upcoming Annual General Meeting. Accordingly, the Board of Directors of the Company, on basis of the recommendations of the Audit Committee and after evaluating and considering various parameters viz., capability, team size, experience, clientele served, technical knowledge and independence, approved and recommends to the members for the reappointment of M/s. Rambabu & Co, Chartered Accountants (Firm Registration Number 002976S) as statutory auditors of the Company for further period of 5 consecutive years.

The Company has received letter from M/s Rambabu & Co, Chartered Accountants, to the effect that their re- appointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

A resolution seeking shareholders approval for their re-appointments form a part of the Notice. The Standalone and Consolidated Auditors Report for the financial year ended on March 31, 2024 has been provided in "Financial Statements" forming part of this Annual Report. The report of the Statutory Auditor has not made any adverse remarks in their Audit Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

2. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. Neha Pamnani, Practicing Company Secretary (Membership No.: 44300, and CP No: 24045, Hyderabad, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this Report. The Secretarial Audit report issued by the Secretarial Auditor for the financial year ended 31 March 2024 do not contain any qualification, reservation, adverse remark or disclaimer except the observations provided there- in. The observations do not call for further explanation since the remarks and management Reponses mentioned in such reports are self-explanatory.

3. ANNUAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 the Board of Directors of the Company have appointed Ms. Neha Pamnani, Practicing Company Secretary to undertake the Audit of Annual Secretarial Compliance of the Company for the year ended 31st March, 2024. The Annual Secretarial Compliance Report is annexed as ‘Annexure-C1. The Annual Secretarial Compliance Report for the financial year ended 31st March, 2024 do not contain any qualification, reservation, adverse remark or disclaimer except the observations provided there-in. The observations do not call further explanation since the remarks and management Reponses mentioned in such reports are self-explanatory.

4. SECRETARIAL AUDIT AND ANNUAL COMPLIANCE REPORT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:

As on 31st March, 2024, the Company does have a material unlisted subsidiary, "Polimeraas Limited" which requires Secretarial Audit to be conducted pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for the Financial Year 2023-24.

The Secretarial Audit report and Annual Compliance report of such subsidiary are enclosed as [Annexure D and Annexure D1 respectively] to this report. The reports do not contain any qualification, reservation, adverse remark or disclaimer.

5. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the www.gssinfotech.com

6. RELATED PARTY TRANSACTIONS

During the financial year 2023-24, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Listing Regulations. During the financial year 2023-24, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Indian Accounting Standard - 24 are set out in the notes to the Standalone Financial Statements forming part of this Annual Report.

Since all the related party transactions, were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Listing Regulations, the Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required to be attached.

7. LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

1. Details of investments made by the Company.

1. Investments in Equity Instruments in wholly owned Subsidiaries as at 31 March 2024:

(in Indian Rs.)

The details of investment in subsidiaries as on 31st March 2024 are as follows:

Investments in subsidiaries	Amount
1,500 Equity Shares of $1 each fully paid up in GSS Infotech Inc (Delaware)	89,09,40,578
10,989,994 Equity Shares of Rs. 10/- each fully paid up in Polimeraas Limited	2,75,28,38,500
9,990 Equity Shares of Rs. 10/- each fully paid up in GSS Healthcare IT Solutions Private Ltd	99,900
9,990 Equity Shares of Rs. 10/- each fully paid up in GSS IT Solutions Private Ltd	99,900
Total investments carried at cost	3,64,39,78,878

2. Investments in Debt Instruments by the Company as at 31 March 2024: Nil

1. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31 March 2024: Please refer the related party disclosures as provided in the notes to the accounts.
2. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

1. A)EMPLOYEE STOCK OPTION SCHEME:

The Stock exchanges accorded in-principal approval for listing of 20,00,000 shares under the GSS Infotech Limited Restricted Employee Stock Option Plan 2013. However, no shares were granted to the eligible employees during the financial year ended 31 March 2024.

In compliance with the requirements of the SBEB Regulations, a certificate from Secretarial auditor confirming implementation of ESOP Scheme in accordance with the said regulations and shareholders resolution will be available electronically for inspection by the members during the annual general meeting of the Company and the same is available at www.gssinfotech.com

The details of stock options are as mentioned in Annexure [E] and forms part of this Report.

B) ISSUE OF SHARES, DEBENTURES, CONVERTIBLE SECURITIES, etc.

Pursuant to the Order of the Honble NCLT, Hyderabad Bench, vide their order dated: 02.02.2024, the Company allotted 92,20,000 Equity Shares to the shareholders of Transferor company i.e. Polimeraas Agros Private Limited.

Pursuant to the Order of the Honble NCLT, Hyderabad Bench, vide their order dated: 02.02.2024, the Company allotted 1,32,61,927 Preference Shares to the shareholders of Transferor company i.e. Polimeraas Agros Private Limited.

2. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral, and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulation. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization, or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Annexure [G] report which forms part of this report.

3. RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the SEBI Listing Regulations, quarterly audit of the Companys share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital.

The Practicing Company Secretarys Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.

4. CODE ON INSIDER TRADING

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time the Company have adopted the (i) Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives and the (ii) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information collectively referred to as the "Code(s) on PIT". All the Directors, employees and third parties such as auditors, consultants, etc. who could have access to the unpublished price sensitive information of the Company are governed by the said Code. The trading window is closed during the time of declaration of

results, on occurrence of any material events as per the code when unpublished price sensitive information is deemed to be available with insiders as determined by the Compliance Officer. The Company is acting as the Compliance Officer and is responsible for setting forth procedures and implementation of the Code(s) on PIT. Further, the Board of Directors of the Company continuously monitors and amends the respective Codes at regular intervals to incorporate and bring the Codes in line with amendments brough in by the regulator(s).

The said Code(s) are available on the website of the Company.

5. INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind AS) prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with Generally Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation. Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgements and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to be reported and actioned upon in line with the Whistle Blower Policy. Your Company gets its standalone accounts audited every quarter by its Internal Auditors.

6. RISK MANAGEMENT

The Board regularly discusses the significant business risks identified by the Management and the mitigation process to be adopted by the Company. At present, there exists no element of risk which threatens the existence of the Company.

7. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS AND MATERIAL CHANGES AND COMMITMENTS

The Board of Directors in the meeting held on 24th December, 2021 had considered and approved the Draft Scheme of Merger of Polimeraas Agros Private Limited (formerly known as Polimeraas Agros LLP) with GSS Infotech Limited.

Further, by an Order dated May, 22, 2023, Honble National Company Law Tribunal ("NCLT") Hyderabad Bench, has directed to convene a meeting of the equity shareholders and Creditors of the Company for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement amongst Polimeraas Agros Private Limited and the Company and their respective shareholders and creditors, pursuant to provisions of Sections 230 to 232 of the Companies Act,2013. In accordance with the said directions of the NCLT, the meeting of equity shareholders and Creditors of the Company were held on Wednesday, July 05, 2023, IST, through VC/ OAVM. The Scheme was approved via Special resolution. Relevant disclosures and filings in this regard have been made to the stock exchanges.

Further, the Honble NCLT, Hyderabad Bench has pronounced an Order dated 2 nd February, 2024, approving the Scheme of amalgamation of M/s Polimeraas Agros Private Limited with M/s GSS Infotech Limited and their respective shareholders and creditors under the provisions of section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules frame thereunder.

The details of the above including Scheme are hosted on the companys website www.gssinfotech.com for the information of the general public.

Further, Pursuant to the Order of the Honble NCLT, Hyderabad Bench, vide their order dated: 02.02.2024, the Company has allotted 92,20,000 Equity Shares and 1,32,61,927 Preference Shares to the shareholders of Transferor company i.e.Polimeraas Agros Private Limited.

There are no other significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. There have been no other material changes and commitments in the company that needs specific disclosures as per the stated provisions during the FY 23-24.

8. CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of your Company.

9. MAINTENANCE OF COST RECORDS

The Company has been maintaining Cost records as required under the provisions of the Companies Act, 2013.

10. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

11. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

12. 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 has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

13. 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 Company has never made any One Time Settlement against the Loans obtained from Banks and Financial institutions and hence this clause is not applicable.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors have constituted the CSR Committee at its meeting held on 29th May 2019 pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules thereunder as applicable to your Company.

Composition of the CSR Committee is:

Sr.	Name of Committee members	Category 1 of directors	Category 2 of directors
1	Mrs. Nagajayanthi Das Juttur Raghavendra	Non-Executive - Independent Director	Chairman
2	Mr. Chaitanya Challa	Non-Executive - Independent Director	Member
3	Mr. Bhargav Marepally	Executive Director	Member

NOTE: The company does not fall into the limit as prescribed under the section 135 of the Companies Act, 2013, since most of the profit of the company aroused from the overseas branch of the company. Hence the company is required to spent on the CSR Activities.

15. REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness. During the year under review, your Company has not received any complaint pertaining to sexual harassment

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Details of Conservation of Energy:

Your Companys operations consume very low levels of energy. It is pleasure to announce that your Companys technology center has latest technology energy management system based on human occupancy. As the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is insignificant.

2. Technology, absorption, adaptation, and innovation

Your Company is a technology driven organization and understands the importance of technical expertise from time to time. It has successfully built such expertise over a period of years and shall continue to with emerging technologies to be on a leading edge to offer its customers the state of art solutions.

Your Companys quality systems are ISO 9001:2008 and ISO 27001:2005 certified, which reflects a high degree of technology absorption, adoption, and innovation across various operating layers within the Company. During the year technology absorption activities, have mainly created on:

1. Network Operations Center
2. Disaster Recovery Center
3. IT Infrastructure Management
4. Offshore Development Center using BOT delivery model
5. Software Testing Service using SaaS Model
6. Wholly owned subsidiary rendering BPO healthcare services in India.
3. Foreign Exchange Earnings and Outgo

a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

b. Total Foreign Exchange Earnings used and earned:
Particulars	2023-24 (Rs.)	2022-23 (Rs.)
Foreign Exchange expenditure (on Accrual basis)	NIL	58,024
Foreign Exchange earned (on Accrual basis)	10,72,13,495	17,51,27,212

17. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation, and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For GSS Infotech Limited

	Sd/-	Sd/-
Place: Hyderabad	Bhargav Marepally	Prabhakara Rao Alokam
Date: 04th September 2024	CEO & Managing Director	Director
	DIN: 00505098	DIN: 02263908