GSS Infotech Ltd

GSS Infotech Limited: Trading Window to Close from Oct 01, 2026 till 48 hours after the declaration of Unaudited (Standalone & Consolidated) Financial Results for the Q2 ended Sep 30, 2026

AGM Details

• AGM held on 25 Sep 2026 at 11:00 AM via VC/OAVM; book closure 19-25 Sep 2026.
• Total shareholders on record date: 19,342.
• E-voting period: 22–24 Sep 2026.
• Mode of voting: remote e-voting before AGM and during AGM.

Resolutions & Outcomes

• Ordinary: Adoption of standalone and consolidated financial statements — Passed.
• Ordinary: Re-appointment of Rambabu Sampangi Kaipa on rotation — Passed.
• Special: Appointment of Bhargav Marepally as Managing Director for five years — Passed.
• Special: Regularize Chaitanya Challa as Independent Director for five years — Passed.

Dividend & Attendance

• Dividend: no dividend proposed or declared.
• Attendees: 74 attendees; promoter group representation noted.

AGM Details

• Date/time/mode: 25 September 2026, 11:00 AM, via VC/OAVM.
• Cut-off date for voting eligibility: 18 September 2026.
• Remote e-voting period: 22–24 September 2026; AGM venue e-voting available.
• Live webcast on NSDL; venue deemed registered office.

Resolutions

• Adopt standalone and consolidated financial statements for FY2025–26.
• Re-appoint Rambabu Sampangi Kaipa as director on rotation.
• Appoint Bhargav Marepally as Managing Director for five years.
• Regularize Chaitanya Challa as Independent Director for five-year tenure.

Voting results

• Voting results not disclosed in the provided excerpt.

Director changes

• Bhargav Marepally appointed as MD for five years.
• Chaitanya Challa regularized as Independent Director for five years.
• Rambabu Sampangi Kaipa to be re-appointed by rotation.

AGM schedule and records

• Board recommends 23rd AGM on Sep 25, 2026 at 11:00 AM.
• Record Date fixed at Sep 18, 2026 for e-voting entitlement.
• Register of Members and transfer books closed Sep 19–25, 2026.

Financial highlights

• Standalone revenue from operations: ₹809.05 lakh.
• Consolidated revenue from operations: ₹8,812.67 lakh.
• Standalone PBT: ₹-5,151.83 lakh; tax ₹55.85 lakh; PAT ₹-5,207.68 lakh.
• Consolidated PBT: ₹-4,968.82 lakh; tax ₹70.80 lakh; PAT ₹-5,039.62 lakh.
• Dividends for FY2025-26: none.
• Standalone impairment: Polimeraas Limited, ₹5,212.51 lakh.
• Consolidated impairment: Polimeraas Limited, ₹5,212.51 lakh.
• Investments in subsidiaries (cost): ₹353.84 crore.

Geography & segments

• USA revenue: ₹7,902.78 lakh; Bangladesh ₹235.85 lakh; India ₹674.03 lakh.
• Total consolidated revenue by geography: ₹8,812.67 lakh.
• Company's geography-focused view confirms software services as core offering.

Capital structure & liquidity

• Total borrowings: ₹16,054.72 lakh; long-term borrowings ₹16,054.72 lakh.
• Cash and cash equivalents (consolidated): ₹758.37 lakh.
• Current ratio: 0.43; Debt-to-equity: 0.86.
• Total equity (Consolidated): ₹30,189.00 lakh; Total assets (Consolidated): ₹48,343.85 lakh.

Investments & subsidiaries

• Investments in subsidiaries (cost): ₹353.84 crore.
• Key holdings: GSS Infotech Inc. (Delaware) ₹89.09 crore; Polimeraas Limited ₹264.27 crore.
• Polimeraas Limited impairment ₹5212.51 lakh; loan converted to equity on 20 Nov 2025.

Governance & audits

• AGM scheduled for 25 Sep 2026; via VC/OAVM.
• Barsh a Agrawal appointed as Additional Director (Non-Executive, Non-Independent) on 12 Feb 2026; regularization sought.
• Independent Directors: Palepu, Rao, Challa; 5-year tenure; declarations on independence.
• Auditors: Rambabu & Co; unqualified standalone/consolidated audit reports.
• Secretarial: Neha Pamnani; no qualifications in secretarial reports.

Dividends & CSR

• Dividends: none for FY2025-26.
• CSR Committee formed; no CSR meeting held during FY2025-26; composition includes MD and independent directors.

Related party transactions

• RPTs conducted in ordinary course; arm's length; no material related party transactions.
• Advances to Polimeraas Retail Pvt Ltd ₹248.16 lakh; intercompany balances disclosed.
• Remuneration to key managerial personnel noted; arm's length terms applied.

Outlook & strategic initiatives

• MDI focus on AI/ML, cloud migration, cybersecurity, and intelligent automation.
• Strategic move into RPA partnerships to enhance operational efficiency.
• Plans to build an online agriculture marketplace via Polimeraas and expand omnichannel stores.
• Exploration of exports and direct farmer partnerships to strengthen supply chains.

AGM notice and schedule

• Approved Notice of 23rd AGM and Directors Report for FY ended 31 March 2026.
• Fixed AGM date/time/venue: 25 September 2026 at 11:00 AM via VC/OAVM.
• Cut-off date for e-voting fixed: 18 September 2026.
• Register of Members and Transfer Books closed 19–25 September 2026.
• E-voting facility via NSDL; window 22–24 September 2026.
• Appointed Rupesh Kothari as Scrutinizer for e-voting.

Directors and governance

• Chaitanya Challa to be Non-Executive Independent Director for five years from 5 Nov 2026, subject to members' approval.
• Rambabu Sampangi Kaipa to be re-appointed as Director, subject to members' approval.

Auditors and secretarial

• Appointed M/s Gopi and Co as Internal Auditors for FY 2026-27.
• Take note of Secretarial Audit Report for FY ended 31 March 2026.

Meeting Details

• Board meeting scheduled for 28 August 2026; time and venue details not disclosed.

Key Agenda Items

• Approval of the Date, Time, Notice, and Director’s Report for the 23rd AGM.
• Consider and approve the appointment of retiring Director.
• Re-appoint Mr. Chaitanya Challa as Non-Executive Independent Director for a second five-year term.
• Appointment of Scrutinizer for the 23rd AGM.
• Appointment of M/s Gopi and Co as Internal Auditors for FY 2026-27.
• Fixing of Book Closure and Remote e-voting.
• Any other items of Agenda.

Other Notes

• Meeting to consider AGM approvals, director appointments, and internal auditor appointment.