Disclosure on approval of preferential issue

Date: August 13, 2026. The Listing Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. Sub: Disclosure under Regulation 30 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) – Outcome of the Board Meeting. Dear Sir/Madam, In continuation of our intimation letter dated August 10, 2026, we wish to inform you that the Board of Directors of the Company, at its meeting held today i.e. August 13, 2026, has, inter alia, considered and: 1. Approved the Unaudited Financial Results (Standalone and Consolidated) for the quarter ended June 30, 2026, as recommended by the Audit Committee. Pursuant to Regulation 33 and other applicable regulations of the Listing Regulations, we enclose the following as Annexure A: a) Unaudited Financial Results (Standalone and Consolidated) for the quarter ended June 30, 2026; and b) Limited Review Reports on the aforesaid Unaudited Financial Results (Standalone and Consolidated), issued by M/s. Mehta & Mehta, Chartered Accountants, Statutory Auditors of the Company. 2. Noted that Mr. Kaushal Uttam Shah (DIN: 02175130), Director of the Company, being longest in office since his last appointment, is liable to retire by rotation at the ensuing 40th Annual General Meeting of the Company and, being eligible, has offered himself for re-appointment. 3. Approved, subject to the approval of the Members, the rescission of the Special Resolution passed by the Members at the EOGM held on February 12, 2026, in respect of acquisition of 1,63,35,593 Equity Shares of Antworks Solutions India Private Limited (“ASIPL”) and approval of the related party transaction with Sangli Miraj Commercial Ventures Private Limited & Mr. Ebrahim Saifuddin Nimuchwala, due to re-negotiation and restructuring of the existing terms and conditions of the proposed acquisition. 4. Approved, subject to the approval of the Members, the rescission of the Special Resolution passed by the Members at the EOGM held on February 12, 2026, in respect of the preferential issue of equity shares for consideration other than cash to certain selling shareholders of ASIPL. 5. Approved, subject to the approval of the Members, the acquisition of 47.47% of equity shares i.e. 77,54,506 (Seventy-Seven Lakhs Fifty-Four Thousand Five Hundred and Six) equity shares of M/s. Antworks Solutions India Private Limited (“ASIPL”) for a total purchase consideration of ₹ 37,99,70,794/- (Rupees Thirty-Seven Crores Ninety-Nine Lakhs Seventy Thousand Seven Hundred and Ninety-Four Only) at a price of ₹ 49/- (Rupees Forty-Nine Only) per equity share (“Purchase Consideration”). Page | 1 The Purchase Consideration shall be discharged by way of issue and allotment of 77,54,506 (Seventy-Seven Lakhs Fifty-Four Thousand Five Hundred and Six) fully paid-up equity shares of the Company having face value of ₹ 10/- (Rupees Ten Only) each at a price of ₹ 49/- (Rupees Forty-Nine Only) per equity share (including a premium of ₹ 39/- per share). The proposed transaction is being done at arm’s length, taking into account the valuation report issued by M/s Experity Advisors LLP (Registered Valuers Entity approved by the Insolvency and Bankruptcy Board of India) holding IBBI Registration No. IBBI/RV-E/06/2020/119, in accordance with the applicable laws. The completion of the acquisition is subject to customary conditions such as receipt of shareholders’ approval and other regulatory approvals, if any required. Details regarding the proposed acquisition, as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (“SEBI Circular”), is enclosed herewith as Annexure B. 6. Approved, subject to the approval of the Members, the rescission of the Special Resolution passed by the Members at the EOGM held on February 12, 2026, in respect of acquisition of 10,000 Equity Shares of M/s. Insurants AI Limited (“IAL”), due to re-negotiation and restructuring of the existing terms and conditions of the proposed acquisition. 7. Approved, subject to the approval of the Members, the rescission of the Special Resolution passed by the Members at the EOGM held on February 12, 2026, in respect of the preferential issue of equity shares for consideration other than cash to certain selling shareholders of IAL. 8. Approved, subject to the approval of the Members, the acquisition of 48.95% of equity shares i.e. 4,895 (Four Thousand Eight Hundred and Ninety-Five) equity shares of M/s. Insurants AI Limited (UK) (“IAL”) for a total purchase consideration of ₹ 9,33,03,595/- (Rupees Nine Crores Thirty-Three Lakhs Three Thousand Five Hundred and Ninety-Five Only) at a price of ₹ 19,061/- per equity share (“Purchase Consideration”). The Purchase Consideration shall be discharged by way of issue and allotment of 19,04,155 (Nineteen Lakhs Four Thousand One Hundred and Fifty-Five) fully paid-up equity shares of the Company having a face value of ₹ 10/- (Rupees Ten Only) each at a price of ₹ 49/- (Rupees Forty-Nine Only) per equity share, including a premium of ₹ 39/- per share. The proposed transaction is being done at arm’s length, taking into account the valuation report issued by M/s Experity Advisors LLP (Registered Valuers Entity approved by the Insolvency and Bankruptcy Board of India) holding IBBI Registration No. IBBI/RV-E/06/2020/119, in accordance with the applicable laws. The completion of the acquisition is subject to customary conditions such as receipt of shareholders’ approval and other regulatory approvals, if any required. Details regarding the proposed acquisition, as required under Regulation 30 of the Listing Regulations read with SEBI Circular, is enclosed herewith as Annexure B. 9. Approved, subject to the approval of the Members, the acquisition of 100% of the equity shares i.e. 103800 equity shares of M/s. STRATIS Management and IT Consulting Limited Liability Company (STRATIS Vezetői és Informatikai Tanácsadó Kft., Hungary) (“STRATIS”), on the following terms and conditions: Page | 2 (a) To acquire 10,380 (Ten Thousand Three Hundred and Eighty) equity shares, representing 10% of the total equity share capital of STRATIS, for a purchase consideration of ₹ 10,42,67,100/- (Rupees Ten Crores Forty-Two Lakhs Sixty-Seven Thousand One Hundred Only) at a price of ₹ 10,045/- per equity share, to be discharged by way of consideration other than cash, i.e., through a share swap by way of issue and allotment of 21,27,900 (Twenty-One Lakhs Twenty-Seven Thousand Nine Hundred) fully paid-up equity shares of the Company having a face value of ₹ 10/- each at a price of ₹ 49/- per equity share, including a premium of ₹ 39/- per share; and (b) To acquire the balance 93,420 equity shares of STRATIS, representing 90% of the total equity share capital, for a cash consideration payable by the GTT Data Solutions Limited or a wholly owned subsidiary of the Company, whether incorporated in India or abroad, in tranches, for a purchase consideration of up to Euro 9 million (EUR 9,000,000). The proposed transaction is being done at arm’s length, taking into account the valuation report issued by M/s Experity Advisors LLP (Registered Valuers Entity approved by the Insolvency and Bankruptcy Board of India) holding IBBI Registration No. IBBI/RV-E/06/2020/119, in accordance with the applicable laws. The completion of the acquisition is subject to customary conditions such as receipt of shareholders’ approval and other regulatory approvals, if any required. Details regarding the proposed acquisition, as required under Regulation 30 of the Listing Regulations read with SEBI Circular, is enclosed herewith as Annexure B. 10. Approved, subject to the approval of the Members and such other regulatory/governmental authorities as may be required, the issuance of 77,54,506 (Seventy-Seven Lakhs Fifty-Four Thousand Five Hundred and Six) fully paid-up equity shares of the Comp [Showing first 8,000 characters — download PDF for full document]