GTT Data Solutions Ltd

Dematerialisation status

• Requests processed and confirmed to depositories for the quarter.
• Securities dematerialised listed on stock exchanges where earlier issues are listed.
• Dematerialisation certificates mutilated and cancelled; depository named as registered owner after verification.

GTT Data Solutions Ltd closes trading window from Thursday, October 1, 2026 till 48 hours after the declaration of Unaudited Financial Results of the Company for the Second quarter ended September 30, 2026.

AGM details

• AGM held on September 12, 2026 at 5:00 p.m. via VC/OAVM.
• Record date for entitlement: September 5, 2026.

Shareholder attendance

• Total shareholders on record: 5,463.
• VC attendees: promoter group 5, public 46.

Voting results

• Details of voting results and scrutinizer report enclosed.

AGM Details

• AGM held on 12 September 2026 via VC/OAVM.
• Meeting started 5:00 PM and concluded 5:41 PM IST.
• Remote e-voting available; 15 minutes post-meeting for e-voting.
• Scrutinizer appointed: Kirti Sharma & Associates.

Key Resolutions

• Adopt standalone financial statements and reports for year ended 31 March 2026; ordinary.
• Adopt consolidated financial statements and reports for year ended 31 March 2026; ordinary.
• Re-appoint Kaushal Uttam Shah as director, retiring by rotation.
• Appoint NAMM & Associates as Statutory Auditors to fill casual vacancy and for five-year term.
• Re-designate Ganesh Natarajan as Non-Executive Non-Independent Director.
• Rescind Antworks acquisition resolution and approve related party transactions.
• Rescind preferential issue to Antworks selling shareholders.
• Approve Antworks share acquisition and related party deal with Sangli-Miraj Ventures and Nimuchwala.
• Rescind acquisition of Insurants AI Limited.
• Rescind preferential issue to Insurants AI selling shareholders.
• Approve investment in Insurants AI and related party with Hamad Jabor Al Thani.
• Approve investment in STRATIS Management and IT Consulting Hungary.
• Preferential issue of equity shares to Antworks selling shareholders.
• Preferential issue of equity shares to Insurants AI selling shareholders.
• Preferential issue of equity shares to STRATIS selling shareholders.

Director changes

• Kaushal Uttam Shah to be re-appointed as director (retiring by rotation).
• Ganesh Natarajan redesignated as Non-Executive Non-Independent Director.

Auditors

• NAMM & Associates appointed as Statutory Auditors; fill casual vacancy and five-year term.

Material Related Party Transactions

• Antworks: rescind acquisition resolution and approve related party transactions.
• Antworks: rescind preferential issue to selling shareholders.
• Antworks: preferential issue of equity shares to selling shareholders.
• Antworks: approve share acquisition and related party with Sangli-Miraj Ventures and Nimuchwala.
• Insurants AI: rescind acquisition resolution.
• Insurants AI: rescind preferential issue.
• Insurants AI: preferential issue of equity shares to selling shareholders.
• Insurants AI: approve investment and related party with Hamad Jabor Al Thani.
• STRATIS: approve investment in STRATIS Hungary venture.
• STRATIS: preferential issue of equity shares to STRATIS selling shareholders.

Corrigendum overview

• Corrigendum to FY25-26 AR issued Sept 8, 2026.
• Corrected CIN to L62099PN1986PLC249493 and registered office address.
• Cessation date of Deepak Abasaheb Shinde corrected to 15-06-2026.
• AGM Notice cross-reference updated from Item 12 to Item 13.
• Rationale for cash vs non-cash corrections added where missing.
• Directors' Responsibility Statement year corrected to 2026.

Governance & board changes

• Ganesh Natarajan designated as Non-Executive Director effective July 1, 2026.
• Hamad Jabor J J Al-Thani appointed as Director effective Jan 17, 2026.
• Nitin Neminath Patil resigned effective June 15, 2026.
• Deepak Abasaheb Shinde resigned effective June 15, 2026.
• Pallabi Saboo appointed Independent Director effective Sept 5, 2025.

AGM details

• 40th AGM scheduled Sep 12, 2026 at 5:00 PM IST via VC/OAVM.
• Remote e-voting from Sep 9-11, 2026; venue voting allowed during AGM.
• Scrutinizer: Kirti Sharma & Associates; results to be announced.

Auditors & audit committee

• Mehta & Mehta resigned as statutory auditors on Aug 13, 2026.
• NAMM & Associates appointed as Statutory Auditors for five years, subject to AGM approval.
• Appointment of NAMM to fill casual vacancy and for 5-year term.

Financial performance snapshot (standalone)

• Standalone total income FY25-26: 2,624.97 lakhs; FY2024-25: 446.71.
• Standalone net loss after tax: 2,563.03 lakhs.
• Segment revenues: Training 864.22; IT Services 12,468.04.
• EPS: Basic -12.39; Diluted -4.58.

Consolidated financials & equity

• Consolidated revenue: 13,520.48 lakhs; Consolidated loss after tax: 1,647.18.
• Consolidated basic EPS: -3.94; Diluted EPS: -2.94.
• Consolidated total assets: 14,459.44; Consolidated equity: 7,699.96.

Standalone vs consolidated balance sheet

• Standalone total assets: 12,031.55; Standalone equity: 7,492.44.
• Consolidated total assets: 14,459.44; Consolidated equity: 7,699.96.

Liquidity & efficiency metrics

• Standalone current ratio: 0.67; Debt/Equity: 0.34; ROE: -0.34.
• Trade receivables turnover: 6.61 times.

Strategic acquisitions & related-party moves

• Corrigendum notes related party disclosures; Antworks, STRATIS and Insurants deals referenced.
• Antworks: acquisition via preferential issue; 77,54,506 swap shares.
• STRATIS: swap + cash; up to 21,27,900 swap shares.
• Insurants AI: up to 19,04,155 swap shares; related party considerations.
• Valuations by Experity Advisors; floor price under SEBI ICDR.

AGM governance & disclosures

• AGM through VC/OAVM; e-voting window specified; board disclosures updated accordingly.
• Scrutinizer process and posting of results per regulatory requirements.

Regulatory fine and N&RC reconstitution

• BSE imposed fines totaling Rs 4,10,000 plus GST for non-compliance with Regulation 19(1)/19(2).
• Fines pertain to quarters ended December 2025, March 2026, and June 2026.
• Remedial action: N&RC reconstituted 7 Jun 2026; Sai Manik Sud (Chairman) with Ruchika Mehta and Kaushal Uttam Shah as members.
• Remediation restored compliance; no impact on operations or financial position.
• Amount payable to BSE: Rs 4.10 lakh plus GST.

Financial snapshot

• Consolidated revenue from operations: 13,332.26 lakh.
• Consolidated net loss after tax: 1,647.18 lakh.
• Basic EPS: Rs -3.94; Diluted EPS: Rs -2.94.
• Consolidated cash flow from operations: Rs -1,701.94 lakh.
• Dividend for FY2025-26: Nil.

Segment performance

• Training revenue: 908.79 lakh; IT services revenue: 12,565.61 lakh; Total: 13,520.48 lakh.
• Inter-segment dynamics reflected in consolidated numbers.

Balance sheet & capital structure

• Equity attributable to owners: 7,472.13 lakh; Non-controlling: 227.83 lakh; Total equity: 7,699.96 lakh.
• Borrowings + lease liabilities: 3,695.22 lakh; Total capital: 11,395.18 lakh.
• Debt-to-equity ratio: 0.48.

Liquidity & cash flows

• Net cash from operations: -1,701.94 lakh; investing: -1,045.37 lakh; financing: +2,645.03 lakh.
• Cash and cash equivalents at year-end: 165.57 lakh.

Acquisitions & corporate actions

• alpharithm Technologies Private Limited: 100% acquired in May 2025.
• CRG Solutions Private Limited: 77.81% acquired in May 2025; 22.19% non-controlling remains.
• Antworks/ASIPL and other related-party deals envisaged via share swaps; approvals ongoing.

Governance & board changes

• Ganesh Natarajan redesignated from Whole-time Director to Non-Executive Non-Independent; ceases WTD by 30 Jun 2026.
• Hamad Jabor J J Al Thani appointed as Director from 17 Jan 2026.
• Chirag Samani resigned as CFO; Govind Paliwal appointed CFO from 12 May 2026.
• Kaushal Uttam Shah and other directors' appointments/rotations disclosed; secretarial and governance matters noted.

Related party transactions & risk

• Material related party transactions include Acquisitions of ASIPL, Insurants AI Limited, and STRATIS with related parties; approvals obtained; transactions on an arm's length basis.
• Impairment: Rs 1,623.72 lakh impairment on GT Track subsidiary investment; disclosed in notes.

Audit flags & controls

• Going concern acknowledged; impairment and cash-flow stress discussed; management notes ongoing monitoring.
• Secretarial audit highlighted governance gaps; boards/committees reconstituted; independent directors onboarded.

Outlook & risks

• Focus on AI-led data solutions; STRATIS acquisition to enter European market; DPDP readiness ahead of enforcement.
• AI market growth and worker upskilling; currency and regulatory exposures managed via hedges and compliance programs.

AGM Details

• Date/time: Sep 12, 2026 at 5:00 PM IST; mode: VC/OAVM.
• Cut-off for voting: Sep 5, 2026; remote e-voting: Sep 9–11, 2026.

Key Resolutions

• Ordinary: Adopt standalone financial statements for year ended Mar 31, 2026.
• Ordinary: Adopt consolidated financial statements for year ended Mar 31, 2026.
• Ordinary: Re-appoint Kaushal Uttam Shah, retiring by rotation.
• Ordinary: Appoint NAMM & Associates as Statutory Auditors for casual vacancy and five-year term.
• Special: Re-design Ganesh Natarajan from Whole-time Director to Non-Executive Non-Independent Director.
• Special: Rescind acquisition-related Special Resolution for Antworks; approve related party transactions.
• Special: Rescind preferential issue to ASIPL selling shareholders.
• Special: Approve Antworks acquisition of ASIPL shares via swap; approve related party terms.
• Special: Rescind acquisition of Insurants AI Limited.
• Special: Rescind preferential issue to Insurants selling shareholders.
• Special: Approve investment to acquire Insurants AI Limited; related party with Hamad Jabor Al Thani.
• Special: Approve STRATIS acquisition; 10% via swap, 90% cash; related party terms.
• Special: Preferential issue to Antworks ASIPL selling shareholders (77,54,506 shares).
• Special: Preferential issue to Insurants AI Limited selling shareholders.
• Special: Preferential issue to STRATIS selling shareholders.

Voting Results

• Voting outcomes are not disclosed in this filing.

Dividend

• Dividend: Board did not declare any dividend for the year.

Director Changes

• Hamad Jabor J J Al Thani appointed as Director with effect from 17 Jan 2026.
• Ganesh Natarajan redesignated from Whole-time Director to Non-Executive Non-Independent; ceases as WTD from 30 Jun 2026.
• Chirag Samani resigned as CFO on 13 Feb 2026; Govind Paliwal appointed CFO from 12 May 2026.
• Deepak Abasaheb Shinde appointed Independent Director on 17 Jan 2026; resignation date 15 Sep 2026.
• Sai Manik Sud appointed Independent Director on 26 May 2026.
• Charudatta Palwe appointed Independent Director on 9 Jun 2026.
• Nitin Neminath Patil resigned as Director with effect from 15 Jun 2026.

Auditor Appointments

• NAMM & Associates appointed Statutory Auditors for five-year term; filling casual vacancy.
• SKGK & Associates LLP appointed Secretarial Auditors for five-year term.

Material Related Party Transactions

• Antworks/ASIPL: acquisition of 77,54,506 ASIPL shares via swap; ₹37.99 crore.
• Insurants AI Limited: acquisition of 4,895 IAL shares; up to ₹4.26 crore; Insurants-Swap.
• STRATIS: acquisition of 10,380 STRATIS shares via swap; 90% cash up to €9 million; Stratis-Swap.
• Related party transactions with Sangli-Miraj, Nimuchwala, Govind Paliwal in Antworks/IAL/STRATIS deals.
• Antworks preferential issue to ASIPL selling shareholders; Insurants preferential issue; STRATIS preferential issue.

Other Material Approvals

• Increase in authorized share capital approved at Feb 12, 2026 EGM.
• Related approvals for loans, securities, and other considerations in connection with acquisitions.