GVP Infotech Ltd Directors Report

DEAR MEMBERS,

Your directors are pleased to present the 12^th Annual Report along with the audited financial statements of your Company for the financial year ended on 31^st March 2024.

FINANCIAL PERFORMANCE SUMMARY

Pursuant to notification dated 16^th 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 1^st April 2016 and the accounts are prepared under IND AS.

The summary of the financial performance for the year is given below:

Rs. in lakhs

Particular	2023-24	2022-23
Revenue from operations	3325.11	1767.60
Other Income	33.63	379.87
Total Income	3358.74	2147.46
Total Expenses	3072.25	1695.01
Profit Before Tax	286.49	452.45
Tax Expenses
- Current Tax	0	0
- Deferred Tax	(2.66)	(3.08)
Profit After Tax	283.83	449.37
Other Comprehensive income (net of tax)	0	0
Total Comprehensive Income for the period / year	283.83	449.37
Earning Per Equity Share (EPS) for the period (Face Value of 10)
Basic	0.17	0.28
Diluted	0.17	0.28

REVIEW OF OPERATIONS:

During the year under review the revenue of the Company increased from Rs. 1767.60 Lakhs to Rs. 3325.11 Lakhs, an increase of 88.11%. However, the profit after tax decreased from Rs 449.37 Lakhs to Rs. 283.83 Lakhs, a decrease of 35.50%. 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, infrastructure expenses. These rising costs offset the revenue growth and impact profitability.

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.

The COVID-19 pandemic and its aftermath have significantly affected the companys operations and finances. Changes in working practices, project delays, and shifting client priorities due to the pandemic could have played a role in the financial performance.

DIVIDEND:

Your directors recommended Dividend a final dividend of Rs 0.10 per equity share (5%) of Rs.2/- each for the financial year ended 31st march, 2024 of the Company.

CHANGES IN SHARE CAPITAL:

As on March 31, 2024, the paid-up capital of the Company was Rs. 325,723,180/- divided into 162,861,590 equity shares of Rs. 2/- each. During the year under review there is no issue of equity shares with/ without differential Rights, sweat equity shares, Stock Option etc., hence there was no change in the capital structure of the Company.

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:

In accordance with the requirements of the Act and the Companys Articles of Association, Mr. Rajesh Thakur (DIN: 08378490) and Ms. Veena Pani Chaudhary (02384169) retires by rotation and being eligible, offers themselves for re-appointment. Relevant resolutions (Ordinary or Special, as applicable) seeking shareholders approval forms part of the Notice of ensuing AGM.

The following changes in KMP were taken:

1. Resignation of Company Secretary Mr. Rohit Rawat (Membership No: A63300) from the post w.e.f. 31st March, 2024.

2. Appointment of Chief Financial Officer Mr. Pankaj Mittal w.e.f. 21.05.2024.

3. The company has appointed Ms. Drashti Ketan Jain as Company Secretary and Compliance officer w.e.f. 01/05/2024.

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 three (3) 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.

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 No V 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 31^st March 2024 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. d. That the annual financial statements have been prepared on a going concern basis. e. That proper internal financial controls were in place and that the financial control was adequate and were operating effectively. f. That proper system to ensure compliance with the provisions of all applicable laws were in place and were 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.

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.

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 29^th January 2024.

ENERGY CONSUMPTION:

In recent the world providing support the green initiative and maximum utilization of green energy plays a vital role in enhancing the value of the corporates as well as make responsible among the society. Our company always keep 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 earning and outgo.

WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:

In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31^st 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 31^st March 2024 and other policies of the Company shall be placed on the Companys website: https://gvpinfotech.com/investor-relations/disclosures-under-regulation-46-of-the-lodr/.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 9 (Nine) times on 29^th April 2023, 18^th May 2023, 30^th June 2023, 08^th August 2023, 24^th August 2023, 08^th November 2023, 08^th January 2024, 14^th February 2024 and 13^th March 2024. 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 during the year under review, without the attendance of Non-Independent 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):

Your company does not have any amount of dividend which is unpaid. Therefore, the provisions related to transfer the unpaid dividend to Investor Education and Protection Fund (IEPF) does not apply to the Company.

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/wp-content/uploads/2024/05/Nomination-And-Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY:

Our company does not fall under the criteria as prescribed under section 135 of companies Act 2023.

Therefore, the requirement to form the Corporate Social Responsibility "CSR" committee and provision regarding minimum expenditure does not applicable to 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 VI of this report.

CORPORATE GOVARNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report 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.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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. During the year under review, there were no complaints pertaining to sexual harassment. The Company is compliant of all applicable provisions of the said Act.

EXTRACT OF ANNUAL RETURN:

Pursuant to Companies Amendment Act, 2017 and Rule 12 (substituted from time to time) of the Companies (Management and Administration) Rules, 2014, the requirement of attaching Extract of Annual Return in Form MGT-9 with Board Report has been discontinued.

The draft of the Annual Return of the Company for the financial year 2023-24 in form MGT-7 will be placed on the website of the Company at https://gvpinfotech.com/investor-relations/disclosures-under-regulation-46-of-the-lodr/.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year 2023-24 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.

SECRETARIAL AUDIT REPORT:

GVP INFOTECH LIMITED

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 2023-24 is annexed which forms part of this report as Annexure - B.

Reply to Observations in Secretarial Audit Report:

1. Regarding non maintaining of Minimum Public Shareholding requirement, the management stated that they would achieve Minimum Public Shareholding requirements within period of 3 years from the date of such fall i.e. date of listing of such shares by stock exchange 06.09.2022.

2. Regarding composition of Board of Directors, the management stated that due to mis calculation company had retired other director in place of director who was liable to retire by rotation. Further, nothing has been done wilfully or with malafide intention.

INTERNAL AUDITORS:

The Board of Directors in its meeting held on 29^th April 2023 had reappointed Ms. Nanda Choudhary, Practicing Company Secretary, as an internal auditor for F.Y. 2023-24.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS & AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, the company in its 11^th annual general meeting held on Friday, 29^th day of September 2023 has appointed M/s. Purushottam Khandelwal & Co. (FRN: 123825W), "the Auditor" as statutory auditors of the Company from the conclusion of 11^th Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2024,, on such remuneration (including fees for certification) and reimbursement of out of pocket expenses for the purpose of audit as may be fixed by the Company in consultation with the said Statutory Auditor.

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.

Further on 30/08/2024, the board of directors of the company recommended the appointment of auditor as detailed in the notice of this annual report.

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 the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well-wishers, for their timely support.

Date: 30.08.2024	By order of the Board
	For GVP Infotech Limited
Registered Office	Sd/-	Sd/-
Office No. 710, Naurang House	Rajesh Thakur	Dhaval Mistry
Kasturba Gandhi (KG) Road,	Managing Director	Director
Connaught Place New Delhi 110001	(DIN: 08378490)	(DIN: 03411290)