GTT Data Solutions Ltd

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.

Overview of acquisitions and funding

• Board approved funding via preferential issue to ASIPL, IAL, STRATIS to finance acquisitions.
• ASIPL 47.47% for ₹37.99 cr via 77,54,506 shares.
• IAL 48.95% for ₹9.33 cr via 19,04,155 shares.
• STRATIS 10% via share swap and 90% cash up to EUR 9m.
• Price per share ₹49 incl. premium; allotment via private placement to selling shareholders.
• Subject to shareholder approvals and other regulatory clearances.
• Rescission of certain EOGM resolutions due to renegotiation.
• WOS potential in Hungary for future investments.

Allottees and allocations

• ASIPL: 113 allottees; total 77,54,506 shares issued at ₹49.
• Promoter Group: Sangli-Miraj Commercial Ventures Private Limited allocated 378,612 ASIPL shares.
• IAL: 3 allottees; 4,895 IAL shares issued and 19,04,155 GTT shares allotted.
• STRATIS: 7 allottees; 10,380 STRATIS shares and 21,27,900 GTT shares allotted.

Approvals and conditions

• Shareholder approvals required for acquisitions and issuances.
• Regulatory approvals: FEMA compliance for STRATIS and IAL.
• Completion subject to customary conditions and floor price not below determined levels.
• Valuation by Experity Advisors LLP used for pricing.
• AGM scheduled for 12 Sep 2026; board authorized WOS evaluation.

Governance changes linked to issue

• Internal Auditor: resignation of Mehta & Mehta; appointment of AOK & Associates.
• Statutory Auditor: resignation of Mehta & Mehta; NAMM & Associates appointed.

Meeting Details

• Board meeting scheduled for August 13, 2026; time and venue not disclosed.

Key Agenda Items

• Unaudited standalone and consolidated financial results for quarter ended June 30, 2026.
• Fund raising via preferential issue of securities.

Other Notes

• Trading window closed from July 01, 2026 to August 16, 2026.

Dematerialisation processing and listing

• Securities received for dematerialisation were confirmed (accepted/rejected) to the depositories.
• Securities dematerialised have been listed on the stock exchanges where earlier issues are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after due verification.
• The depository's name has been substituted as registered owner in the records.

Process & timeline

• Postal ballot seeks shareholder approvals via remote e-voting.
• Cut-off date for eligibility: 26 June 2026.
• E-voting window: 4 July 2026, 9:00 AM to 2 August 2026, 5:00 PM IST.
• Results will be announced on or before 4 August 2026.

Resolutions

• Item 1 (Ordinary): Increase authorised share capital to Rs 100 crore.
• Item 2 (Ordinary): Approve related party transactions with SMCV up to ₹20 crore.
• Item 3 (Special): Regularize Sai Manik Sud as Independent Director for 5 years.
• Item 4 (Special): Regularize Dr. Charudatta Palwe as Independent Director for 5 years.
• Item 5 (Special): Approve conversion of ICDs/loans into equity shares.

Independent directors

• Sai Manik Sud: Independent Director; 5-year term.
• Charudatta Palwe: Independent Director; 5-year term.

Related party transactions

• Counterparty: SMCV Management Services Private Limited; services and financing.
• Subject to arm's-length terms; up to ₹20 crore for FY2026-27.
• Promoters/related parties abstain from voting on the RPT resolution.

Capital structure & conversion

• Increase authorized capital to Rs 100 crore; 10 million new shares.
• Conversion of ICDs/loans into equity: board to determine price and terms.
• Equity shares to rank pari passu with existing shares.
• Board authorized to complete actions subject to applicable approvals.