Your directors take pleasure in presenting the 39th Annual Report of your
Company together with the Audited Financial Statements of the Company for the financial
year ended March 31, 2025.
1. Financial Highlights
The financial performance of your Company for the year ending March 31, 2025, is
summarized below:
(? in lakhs)
|
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Revenue |
439.21 |
6.09 |
1,652.56 |
1,513.69 |
Total Expenses |
1,307.36 |
23.98 |
2,332.85 |
1,650.90 |
Profit / (loss) before tax |
(868.15) |
(17.88) |
(680.29) |
(137.21) |
Tax Expense |
0.07 |
6.57 |
25.82 |
66.04 |
Profit / (loss) after tax |
(868.22) |
(24.45) |
(706.11) |
(71.16) |
Opening balance of Retained Earnings |
(935.07) |
(910.62) |
(987.03) |
(910.37) |
Closing balance of Retained Earnings |
(1,803.29) |
(935.07) |
(1,693.14) |
(987.03) |
2. Material changes and commitments
No material changes and commitments affecting the financial position of the Company
occurred between the end
of the financial year to which this financial statement relates on the date of this
report except:
(a) acquisition of 77.81% shareholding in CRG Solutions Private Limited, 100%
shareholding in Alpharithm Technologies Private Limited & balance 45% shareholding in
Itarium Technologies India Private Limited;
(b) allotment of 35,82,068 equity shares through preferential issue by consideration
other than cash to discharge the company's liability towards acquisition of equity shares
of CRG Solutions Private Limited and Alpharithm Technologies Private Limited, which became
the subsidiaries of the Company;
(c) conversion of 1,90,32,960 partly paid-up equity shares into fully paid-up equity
shares of the Company upon the Company have made first and final call on the partly
paid-up equity shares issued on March 3, 2025;
(d) forfeiture of 1,28,955 partly paid-up equity shares due to non-payment of first and
final call on the partly paid-up equity shares issued on March 3, 2025.
3. Consolidated Accounts
The consolidated financial statements for the year ended March 31, 2025 pursuant to
Section 129(3) of the
Companies Act, 2013, form part of this Annual Report.
4. Dividend
The Board has not recommended any dividend during the year as the Company have incurred
a losses during the
financial year.
5. Transfer to reserves
The Company do not propose to transfer any amounts to the reserves except that amount
of securities premium received on the issuance of equity shares by the Company.
6. Particulars of Loans, Guarantees and Investments
The particulars of loans / investments have been disclosed in the Financial Statements.
7. Deposits
During the year under review, your Company has not invited any deposits from public as
per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014.
During the financial year, the Company had received a loan from (a) Mr. Pankaj Ramesh
Samani, Managing Director a sum of Rs. 955.10 lacs and repaid Rs. 577.10 lacs; and (b Mr.
Kaushal Uttam Shah, Director a sum of Rs. 150 lacs and repaid 100 lacs; which are treated
as an excluded deposit as per provisions of Chapter V of the Companies Act 2013 and the
Companies (Acceptance of Deposit) Rules, 2014 and the necessary declaration required under
these rules has been received by the Company.
8. Change in Capital Structure
During the year under review, the Company have issued and allotted 1,91,61,915 (One
Crore Ninety -One lacs Sixty-One Thousand Nine Hundred and Fifteen) partly paid up Equity
shares of Rs. 10/- (Rupees Ten Only) each through rights issue in accordance with the
provisions of Companies Act, 2013 and rules made thereunder and the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended. Upon issuance and allotment of equity shares, the paid-up equity shares
capital of the Company increased from Rs. 19,16,19,150/- (Nineteen Crores Sixteen Lacs
Nineteen Thousand One Hundred and Fifty Only) consisting of 1,91,61,915 (One Crore Ninety
-One Lacs Sixty-One Thousand One Hundred Fifty) fully paid- up Equity shares of Rs. 10/-
(Rupees Ten Only) each to Rs. 23,95,23,937.50/- (Rupees Twenty-Three Crores Ninety-Five
Lacs Twenty-Three Thousand Nine Hundred Thirty-Seven and Fifty Paisa Only) consisting of
1,91,61,915 (One Crore Ninety -One Lacs Sixty-One Thousand One Hundred Fifty) fully
paid-up Equity shares of Rs. 10/- (Rupees Ten Only) each and 1,91,61,915 (One Crore Ninety
-One Lacs Sixty-One Thousand One Hundred Fifty) partly paid-up Equity shares of Rs. 10/-
(Rupees Ten Only) each.
9. Subsidiaries/ Joint Ventures / Associate Company
During the year under review, the Company has 2 (Two) subsidiaries namely Global Talent
Track Private Limited and Itarium Technologies India Private Limited.
The statement containing the salient features of the Financial Statements of the
Company's subsidiaries/ joint ventures/ associates is given in Form AOC-1 attached and
marked as ‘Annexure - A'.
10. Directors and Key Managerial Personnel
Mr. Shantanu Jagannath Surpure, Mr. Salil Sriram Shetty and Ms. Ruchika Mehta, was
appointed as Independent Directors with effect from April 22, 2024.
Mr. Samarjeetsinh Vikramsinh Ghatge was appointed as Independent Directors with effect
from August 7, 2024.
Mr. Gopal Gangadharrao Patwardhan was appointed as Chief Executive Officer with effect
from February 1, 2025.
Subsequent to closure of financial year, the designation of Mr. Ganesh Natarajan (DIN:
00176393) was changed from Non-Executive Director (Chairman) to Chairman & Whole-time
Director of the Company. Also, Mr. Shantanu Jagannath Surpure resigned as Independent
Director of the Company with effect from June 11, 2025.
Mr. Pankaj Samani (DIN: 06799990) who retires by rotation and being eligible, offers
himself for reappointment, as a Director of the Company.
The necessary disclosures required under the Companies Act, 2013 (“Act”) and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) and Secretarial Standards-2 on General Meetings issued by the
Institute of Company Secretaries of India, for the above-mentioned reappointment is
provided in the Notice of ensuing Annual General Meeting of the Company.
11. Declaration by Independent Directors
The Company has received the declarations from all the Independent Directors confirming
that they meet with the criteria of independence as prescribed under Section 149(6) of the
Act and the Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has
been no change in the circumstances affecting their status as Independent Directors of the
Company and in the opinion of the Board, the Independent Directors fulfil the conditions
specified under the Act and the SEBI Listing Regulations and are Independent of the
management.
12. Familiarisation Programme for the Independent Directors
In compliance with the requirements of Regulation 25(7) of the SEBI Listing
Regulations, the Company has put in place a familiarisation programme for the Independent
Directors to familiarise them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
details of the Familiarisation Programme are available on the website of the Company at
13. Performance Evaluation
The performance evaluation of the Board as a whole, the Board committees and individual
board members carried out through questionnaire approach wherein a questionnaire for
performance evaluation of the Board as a whole, Board committees and individual Board
members was circulated seeking input from each Board member in accordance with the
provisions of Companies Act and the SEBI Listing Regulations and various guidance note
provided thereunder.
14. Remuneration Policy and Criteria for Appointment of Directors
The Company has in place a process for selection of any Director, wherein the
Nomination and Remuneration Committee identifies persons of integrity who possess relevant
expertise, experience and leadership qualities required for the position and the Committee
also ensures that the incumbent fulfils such criteria with regard to qualifications,
positive attributes, independence, age and other criteria as laid down under the Act, SEBI
Listing Regulations or other applicable laws and the diversity attributes as per the Board
Diversity Policy of the Company.
Further, the Company has a Policy on remuneration of Directors, Key Managerial
Personnel and other Employees. The salient features of the Remuneration Policy of the
Company are as under:
A. Guiding Principles for Remuneration: The Company shall remunerate all its personnel
reasonably and sufficiently as per industry benchmarks and standards. The remuneration
shall be commensurate to retain and motivate the human resources of the Company The
remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals.
B. Components of Remuneration: The following will be the various remuneration
components which may be paid to the personnel of the Company based on the designation and
class of the personnel.
a. Fixed Compensation;
b. Variable Compensation;
c. Non-monetary compensation.
The Remuneration Policy as approved by the Board is available on the website of the
Company and can be accessed at
15. Management Discussion and Analysis
The Management Discussion and Analysis as prescribed under Part B of Schedule V read
with Regulation 34(3) of the Listing Regulations is provided in a separate section and
forms part of this Report which includes the state of affairs of the Company and there has
been no change in the nature of business of the Company during FY25.
16. Corporate Governance Report
The Corporate Governance Report and the certificate from the practicing company
secretaries as stipulated in Schedule V of the SEBI Listing Regulations, are provided in a
separate section and forming part of this Report.
17. Number of Board Meetings
The Board of Directors of the Company met 8 (Eight) times during the year under review.
The dates of the Board meeting and the attendance of the Directors at the said meetings
are provided in the Corporate Governance Report, which forms a part of this Report.
18. Committees of the Board
As on March 31, 2025, the Board has 3 (Three) statutory committees. Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee and 1 (One)
voluntary committee. Rights Issue Committee. The details pertaining to the meetings and
composition of the Committees of the Board are included in the Corporate Governance
Report, which forms part of this Report.
19. Related Party Transactions
The policy on Related Party Transactions as approved by the Board is available on the
website of the Company at
All the related party transactions were entered by the Company in ordinary course of
business and were in arm's length basis. The disclosure in Form AOC-2 as per rule 8(2) of
Companies (Accounts) Rules, 2014 as amended is given and marked as ‘Annexure -
B'. The details of the related party transaction have been stipulated in the
financial statements and notes thereto forming part of the annual report.
20. Directors Responsibility Statement
Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the
Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts, for the financial year ended March 31,
2025 the applicable accounting standards have been followed;
ii) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the loss of the Company for the year under review;
iii) the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the directors have prepared the annual accounts on a going concern basis;
v) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;
vi) the directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
21. Internal Controls and Internal Financial Controls
The Company has established a comprehensive internal controls framework. This framework
encompasses an array of policies, procedures, and mechanisms that are pivotal in
augmenting operational efficiency and effectiveness, curtailing risks and expenditures,
and fostering enhanced decision-making and accountability.
The internal financial controls framework, an integral component of the broader
internal controls system, is pivotal in guaranteeing the dependability and precision of
financial reporting. This framework facilitates the meticulous preparation of financial
statements by generally accepted accounting standards.
22. Whistle-blower Policy / Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations and in order to maintain these standards, the Company
encourages the employees to voice their genuine concerns without fear of censure,
therefore Company has built in and set up the Whistle Blower Policy, according to which
all the directors, employees of the Company including third party, are eligible to make
disclosures under the mechanism in relation to the matter concerning the Company.
The policy is available on the website of the Company
23. Annual Return
The draft Annual Return as required under sub-section (3) of Section 92 of the Act in
form MGT-7 is made available on the website of the Company and can be accessed at return/
24. Auditors
? Statutory Auditors
M/s. Mehta and Mehta, Chartered Accountants (FRN: 016513C) were appointed as
statutory auditors of the Company by the members at their 38th AGM, for a
period of 5 years from conclusion of the 38th AGM till conclusion of the 43rd AGM.
The Statutory Auditor's Report for the financial year ended March 31, 2025, has been
issued with an unmodified opinion, by the Statutory Auditors.
? Cost Auditors
The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014 is not applicable to the Company.
? Secretarial Auditor
The Board of Directors have appointed M/s. SKGK & Associates LLP, Company
Secretaries, to undertake the Secretarial Audit of the Company for FY 2024-25. The
Secretarial Audit Report in the Form No. MR - 3 for the year is provided as Annexure -
C1 to this Report.
The Secretarial Audit Report for the financial year contains observation / remark as
follows:
Sr. Auditor observation / remark |
Board of Directors reply |
1. During the period under review, the Company has made delayed
submission of the following e-forms filed on website of Ministry of Corporate Affairs.
(list of forms detailed in secretarial audit report as annexed hereinbelow). |
The Board takes note of the observation made by the Secretarial
Auditor pertaining to the delayed filing of certain statutory e-forms during the period
under review, as detailed in the annexed Secretarial Audit Report. The delay was
unintentional and occurred due to administrative oversight or few of them due to technical
issues etc. The Company has taken corrective steps to strengthen its internal compliance
monitoring system to ensure timely filing of all statutory forms in future. The Board
assures that there was no wilful default and that all filings have since been made with
the applicable additional fees, wherever required. |
2. During the period under review, the Company has not appointed
Internal Auditor. |
The Board wishes to clarify that the delay in appointing the internal
Auditor was inadvertent, resulting from the process of selecting an individual best suited
to perform the duties with diligence and care. Last year, the Company underwent an
internal restructuring, and the selection of the appropriate person for the role of
internal Auditor was in progress. This process was close to finalization but was completed
only upon the internal Auditor assuming office on April 18, 2025. |
|
The internal Auditor has since fully complied with the requirements
under Section 138 of the Companies Act, 2013, and submitted their report to the Audit
Committee and the Board on May 20, 2025, for the financial year 2024-25. The Company
recognizes the critical importance of internal audits in reinforcing robust internal
controls and ensuring compliance. With the due discussion between internal Auditor and
Management before its submission to the Audit Committee and the Board, the Board and
management have reaffirmed their commitment to maintaining strong internal controls,
transparency, and full adherence to the provisions of the Companies Act, 2013. |
3. ln accordance with the requirements of Schedule IV of Section
149(8) of the Companies Act, 2013, a meeting of the Independent Directors was required to
be held during the financial year to: |
The Board acknowledges the observation made by the Secretarial Auditor
regarding the requirement under Schedule iV of the Companies Act, 2013 for a separate
meeting of the independent Directors. |
• Review the performance of non-independent Directors and the
Board as a whole; • Review the performance of the Chairperson of the company, taking
into account the views |
in this regard, we would like to highlight that, a separate meeting of
the independent Directors of the Company was held on May 7, 2024 during the financial year
for providing its recommendation on the Open Offer. However, since the Board of Directors
were newly appointed during that period, review of |
of executive directors and non-executive directors; and |
performance was not taken up during the said meeting. The
Board recognizes the importance of such a meeting in fostering effective governance,
evaluating Board performance, and ensuring robust communication between management and the
Independent Directors. The Company assures that necessary steps have been initiated to
ensure that this requirement is complied with in a timely manner in the current financial
year and going forward. |
• Assess the quality, quantity, and timeliness of the flow of
information between the company management and the Boord, which is necessary for the Board
to effectively and reasonably perform its duties. |
However, the said meeting was not held. |
4. During the year the Company's existing website is overhauled, and
new website was redesigned and launched due to which the Company is identifying if
anything is missing to be displayed on the website and accordingly additional missing
information is being displaced. |
During the financial year, the Company undertook a complete overhaul
and redesign of its official website to improve accessibility, structure, and user
experience. As part of the transition, the Company has been in the process of reviewing
and verifying the statutory and regulatory disclosures to ensure that all required
information is appropriately displayed. The Company is taking necessary steps to identify
and upload any missing information in a timely manner to ensure full compliance with
applicable regulatory requirements. |
In accordance with the provision of Regulation 24A of the Listing Regulations,
Secretarial Audit of two material unlisted Indian subsidiaries of the Company namely,
Global Talent Track Private Limited (GTTPL) and Itarium Technologies India Private Limited
(ITIPL), was undertaken by M/s. Kirti Sharma & Associates, Company Secretaries, Pune
and M/s. Kanj & Co. LLP, Company Secretaries and the Secretarial Audit Reports issued
by them are provided as Annexure - C2 and Annexure - C3 respectively to this Report.
In order to comply with the recent amendments of Listing Regulations Board of Directors
of the Company has proposed, to appoint M/s. SKGK & Associates LLP, Company
Secretaries, Pune to undertake the Secretarial Audit of the Company for a period of 5
(five) consecutive years, commencing from the 39th AGM to hold office till the conclusion
of the 44th AGM of the Company. Disclosure regarding appointment as required under SEBI
Listing Regulations is provided in the Notice of the 39th AGM of the Company and forms
part of this Annual Report.
Your Board recommends the appointment of M/s. SKGK & Associates LLP, Company
Secretaries, Pune as the Secretarial Auditor of the Company, for a term of five
consecutive years.
25. Fraud Reporting
There were no frauds reported by the auditor during the year under sub-section (12) of
section 143 other than those which are reportable to the Central Government.
26. Maintenance of Cost Records
The Company is not required to maintain the cost records under the provisions of
section 148 of the Company Act, 2013.
27. Energy conservation, technology absorption & Foreign Exchange Earnings and
Outgo
(A) Conservation of energy:
Steps taken / impact on conservation of energy, with special reference to the
following:
(i) Steps taken or impact on conservation of energy: Installation of energy-efficient
lighting along with motion sensors to prevent unnecessary power wastage.
(ii) Steps taken by the company for utilizing alternate sources of energy including
waste generated: Nil
(iii) Capital investment on energy conservation equipment: Nil
(B) Technology absorption:
(i) Efforts, in brief, made towards technology absorption: Nil
(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost
reduction, product development, import substitution, etc.: Nil
(iii) In case of imported technology (imported during the last 3 years reckoned from
the beginning of the financial year), following information may be furnished: Nil
(a) Details of technology imported: Nil
(b) Year of import: Nil
(c) Whether the technology been fully absorbed: Nil
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
therefore: Nil
(iv) The expenditure incurred on Research and Development: Nil
(C) Foreign exchange earnings and Outgo:
Particulars |
FY 2024-25 |
FY 2023-24 |
Earnings |
Nil |
Nil |
Outgo |
Nil |
Nil |
28. Business Risk Management
The Board of Directors have developed & implemented a robust risk management policy
which identifies the key elements of risks that threatens the existence of the Company.
29. Significant and material orders passed by the regulators or courts
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.
30. Particulars of Employees
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in Annexure D. Further, during the period under
review, no employee of the Company drew remuneration in excess of the limits specified
under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and hence no disclosure is required to be made in the Annual Report.
31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has in place a prevention of sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013.
Further, the Company was committed to providing a safe and conducive work environment
to its employees during the year under review. Your directors further state that during
the year under review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Summary of sexual harassment complaints received and disposed of during the financial
year:-
No. of complaints received: 0
No. of complaints disposed off: 0
No of cases pending for more than ninety days :0
32. Statement regarding compliances of applicable Secretarial Standards
The Company has complied with the provisions of applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
33. Succession Plan
Your Company has an effective succession planning mechanism focusing on the orderly
succession of Directors, Key Management Personnel and Senior Management and the same is
available on the website of the Company at
34. Cautionary Statement
The statements contained in the Board's Report contain certain statements relating to
the future and therefore are forward looking within the meaning of applicable laws and
regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.
35. Acknowledgement
Your directors wish to express their grateful appreciation to the continued
co-operation received from the banks, government authorities, customers, vendors and
shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the executives, staff, and
workers of the Company.
For & on behalf of the Board of Directors
GTT Data Solutions Limited
(Formerly known as Cinerad Communication Limited)
Pankaj Ramesh Samani |
Kaushal Uttam Shah |
DIN: 06799990 |
DIN: 02175130 |
Managing Director |
Director |
Date: August 14, 2025 |
|
Place: Pune |
|
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