GVP Infotech Ltd Directors Report

TO

THE MEMBERS,

Your directors are pleased to present the 13th Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March 2025.

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:

[Rs. in lakhs]

PARTICILARS	Financial Year 2024-25	Financial Year 2023-24
Revenue from operations	569.02	3325.11
Other Income	7.05	33.63
Total Income	576.07	3358.74
Total Expenses	837.07	3072.25
Profit Before Tax	(261)	286.49
Tax Expenses
- Current Tax	0	0
- Deferred Tax	(3.32)	(2.66)
Profit After Tax	(264.32)	283.83
Other Comprehensive income (net of tax)	0	0
Total Comprehensive Income for the period / year	(264.32)	283.83
Earning Per Equity Share (EPS) for the period (Face Value of 10)
? Basic	0.16	0.17
? Diluted	0.16	0.17

REVIEW OF OPERATIONS:

During the year under review the revenue of the Company decreased from Rs. 3325.11 Lakhs to Rs. 569.02 Lakhs, a decrease of 82.11%. 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 0.15 per equity share (7.5%) of Rs.2/- each for the financial year ended 31st march, 2025 of the Company.

CHANGES IN SHARE CAPITAL:

As on March 31,2025, 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, Ms. Neelu Manroopji Chaudhary (DIN: 08205088) retires by rotation and being eligible offers herself for reappointment. Relevant resolutions (Ordinary or Special, as applicable) seeking shareholders approval forms part of the Notice of ensuing AGM.

1. Appointment of Chief Executive Officer Mr. Pankaj Mittal w.e.f. 21.05.2024.

2. 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 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.

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 31st March 2025 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.

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.

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 29th 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 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 co m p u te r w o rkl o a d e n e rg y - e ffi ci e n t a n d 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 2025 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 10 (Ten) times on 15th April 2024, 1st May 2024, 21st May 2024, 28th May 2024, 13th August 2024, 30th August 2024, 04th November 2024, 6th December 2024, 5th February 2025 and 19th March 2025. 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 has any amount of dividend which is unpaid. Therefore, the provisions related to transferring the unpaid dividend to Investor Education and Protection Fund (IEPF) 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.p df

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 VI of this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on Corporate Governance compliance report as Annexure - IV 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.

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.

ANNUALRETURN:

The draft of the Annual Return of the Company for the financial year 2024-25 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 2024-25 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 2024-25.

AUDITORS:

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on April 10, 2025, based on recommendation of the Audit Committee, has approved the appointment of

Chetan Patel & Associates, Practising 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 202930, subject to approval of the Members at the ensuing AGM.

STATUTORY AUDITORS REPORT AND SECRETARIAL 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.

With reference to the points raised under STATUTORY AUDITORS REPORT the "Basis for Qualified Opinion" in audit report, we, the management of GVP Infotech Limited, hereby provide our representation as follows:

1. Provision for Doubtful Debts - Minosha India Ltd and RUDSICO

The Company has not created a provision for doubtful debts pertaining to the following receivables:

• Minosha India Ltd (Formerly Ricoh India Limited): Outstanding amount of Rs110.02 Crores.

The Company has initiated arbitration proceedings to claim approximately Rs395 Crores against Minosha India Limited for multiple projects executed jointly which is more than 3 times of amount outstanding in the books of accounts.

In light of the ongoing arbitration, the Company has assessed that the recovery is possible based on legal advice and therefore has not made any provision, although uncertainty in timing and quantum of recovery is acknowledged.

• Rajasthan Urban Drinking Water, Sewerage and Infrastructure Corporation (RUDSICO):

The Company served an arbitration notice on 06.03.2023 for nonpayment under the "Smart Rajasthan" project contract amounting to Rs35.28 Crores, which was terminated prematurely.

The matter is currently pending before the Honble High Court of Jaipur for appointment of an arbitrator, and the Company is pursuing its legal remedies for recovery.

We understand that as per Ind AS 37, a provision should be made when recovery is uncertain. However, the management is of the view that considering the stage of legal proceedings and the strength of claims backed by documentation and legal opinion, no provision has been created at this stage. We assure you that we will continuously evaluate the recoverability and update the accounting treatment accordingly in future financial periods.

2. Provision for Outstanding Amount - Linkwell Tele Systems Pvt. Ltd.

The Company has filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 before the Honble NCLT Hyderabad for the recovery of Rs7.90 Crores from Linkwell Tele Systems Pvt. Ltd.

While this amount remains outstanding and subject to legal proceedings, management is of the opinion, based on legal counsel and supporting documentation, that the receivable is legally enforceable and recoverable, and hence, no provision has been considered necessary as per Ind AS 37 at this stage.

Nonetheless, the Company acknowledges the inherent uncertainty in legal outcomes and commits to reassessing the provision requirement periodically.

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 2024-25 is annexed which forms part of this report as Annexure - VII.

Reply to Observations in Secretarial Audit Report:

1. The management has noted the secretarial auditors observation regarding the delayed deposit of dividend in a separate account. The delay was inadvertent and occurred due to a system error in our payment processing. We have since rectified the issue and implemented a new procedure to ensure timely payment in future.

2. The management has noted the secretarial auditors observation regarding the delayed transfer of total amount of unpaid divided into a separate account. The delay was inadvertent and occurred due to a system error in our payment processing. We have since rectified the issue and implemented a new procedure to ensure timely payment in future.

INTERNAL AUDITORS:

The Board of Directors in its meeting held on 13th August 2024 had appointed M/s K Chetan & Associates as an Internal Auditor of the Company for the Financial Year 2024-25:

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 31,2025.

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.

Date: 21-06-2025	BY ORDER OF THE BOARD
Place: New Delhi	FOR GVP INFOTECH LIMITED
Registered Office :	Sd/-	Sd/-
Office No. 710 Naurang House,	RAJESH THAKUR	Dhaval Mistry
KG Road, Connaught Place,	Managing Director	Director
New Delhi -110001.	(DIN: 08378490)	(DIN: 03411290)