Annual Report for the financial Year 2025-26

CONTENTS PAGE NO. Corporate Information 2 Notice of 40th Annual General Meeting 3 Board’s Report 76 Secretarial Audit Reports and Other Certificates 94 Management Discussion and Analysis 119 Corporate Governance Report and other certificates 133 Standalone Financial Statements 162 Consolidated Financial Statements 237 CORPORATE INFORMATION BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL Managing Director Chief Executive Officer Gopal Gangadharrao Patwardhan Mr. Pankaj Ramesh Samani (DIN: 06799990) Chief Financial Officer CA Govind Paliwal Non-Executive Non-Independent Directors (Appointed w.e.f. May 12,2026) Mr. Ganesh Natarajan (DIN: 00176393) Company Secretary & Compliance Officer (change in designation to Non-Executive Director CS Ebrahim Nimuchwala w.e.f. July 1, 2026) Mr. Kaushal Uttam Shah (DIN: 02175130) STATUTORY AUDITORS Mr. Nitin Neminath Patil (DIN: 07686672) M/s. Mehta and Mehta, Chartered Accountants, (resigned w.e.f June 15,2026) (FRN: 016513C) Mr. Hamad Jaborjassim Al-Thani (DIN: 11473252) 24, I floor, Main Road, Bhupalpura, Udaipur – 313001. Non-Executive Independent Directors (Resigned w.e.f. August 13,2026) Ms. Ruchika Mehta (DIN: 09099762) M/s. N A M M & Associates, Chartered Ms. Pallabi Saboo (DIN: 11281694) Accountants (FRN: 037143C) Mr. Deepak Abasaheb Shinde (DIN: 00288460) 10-B, l Road, Bhupalpura, Udaipur – 313001. (resigned on June 15, 2026) (Recommended by board to fill the casual Mr. Charudatta Prabhakar Palwe (DIN: 00532670) vacancy w.e.f. August 13,2026) Mr. Sai Manik Sud (DIN: 11741274) SECRETARIAL AUDITORS M/s. SKGK & Associates LLP Company Secretaries, Anandi, S. No. 43, Plot no. 101, Navsahyadri Soc., Karve Nagar, Pune – 411052. REGISTERED OFFICE 1143 Samani Compound, C.T.S No. 1143, North Shivaji Nagar, Timber Area., Sangli, Maharashtra, India, 416416. CORPORATE OFFICE ADDRESS: Safire Park Galleria, 3rd & 4th Floor, Old Mumbai-Pune Hwy, Narveer Tanaji Wadi, Welesely Road, Sangamwadi Bridge, Wakadewadi, Shivajinagar, Pune, Maharashtra 411005 NOTICE NOTICE is hereby given that the 40th Annual General Meeting (“AGM / Meeting”) of GTT Data Solutions Limited (formerly known as Cinerad Communications Limited) (“Company”) will be held on Saturday, September 12, 2026 at 5.00 p.m. (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31 March 2026, and the reports of the Board of Directors and Auditors thereon. 2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March 2026, and the reports of the Auditors thereon. 3. To appoint a Director in place of Mr. Kaushal Uttam Shah (DIN: 02175130), who retires by rotation and being eligible, offers himself for re-appointment. 4. Appointment of M/s. N A M M & Associates, Chartered Accountants (FRN: 037143C), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the outgoing Statutory Auditors and for appointment for a fresh term of five consecutive years. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, and pursuant to the recommendation of the Board of Directors, of M/s. N A M M & Associates, Chartered Accountants (FRN: 037143C), be and are hereby appointed as Statutory Auditors of the Company, to fill the casual vacancy caused by the resignation of the outgoing Statutory Auditors M/s. Mehta & Mehta, Chartered Accountants (FRN: 016513C), and to hold office until the conclusion of this 40th Annual General Meeting of the Company, at such remuneration as shall be fixed by the Board of Directors. “RESOLVED FURTHER THAT pursuant to the provisions of Section 139(1) read with Section 139(2) and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and in accordance with the recommendation of the Board of Directors, M/s. N A M M & Associates (Firm Registration No. 037143C), Chartered Accountants, be and are hereby appointed as Statutory Auditors of the Company for a fresh term of five consecutive years, to hold office from the conclusion of this 40th Annual General Meeting until the conclusion of the 45th Annual General Meeting of the Company, at such remuneration as shall be fixed by the Board of Directors in consultation with the Statutory Auditors.” RESOLVED FURTHER THAT Mr. Pankaj Samani (DIN: 06799990), Managing Director and/or Mr. Ebrahim Nimuchwala, Company Secretary and Compliance Officer, be and are hereby severally authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution, including filing of Form ADT-1 with the Registrar of Companies." SPECIAL BUSINESS: 5. Approval for re-designation of Dr. Ganesh Natarajan (DIN: 00176393) from Whole-time Director to Non-Executive Non-Independent Director of the Company. Page | 3 To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 152, 196, 197 and other applicable provisions of the Companies Act, 2013, and in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including Regulation 17, and based on the recommendation of the Nomination and Remuneration Committee, the consent of the Members be and is hereby accorded for re-designation of Dr. Ganesh Natarajan (DIN: 00176393) from Whole-time Director to Non-Executive Non-Independent Director of the Company, with effect from July 1, 2026. RESOLVED FURTHER THAT consequent to the aforesaid re-designation, Dr. Ganesh Natarajan shall cease to hold office as Whole-time Director with effect from close of business hours on June 30, 2026 and shall continue as Non-Executive Non-Independent Director liable to retire by rotation. RESOLVED FURTHER THAT Mr. Pankaj Samani (DIN: 06799990), Managing Director and/or Mr. Ebrahim Nimuchwala, Company Secretary and Compliance Officer, be and are hereby severally authorized to file the necessary e-forms with the Registrar of Companies, intimate the Stock Exchange(s) and to do all such acts, deeds and things as may be necessary to give effect to this resolution." 6. Rescission of the Special Resolution passed for acquisition of equity shares of Antworks Solutions India Private Limited and approval of related party transactions. To consider and, if thought fit, to pass the following resolution as a Special Resolution: "RESOLVED THAT the Special Resolution passed by the Members at the Extraordinary General Meeting held on February 12, 2026 under Item No. 3 (acquisition of 1,63,35,593 equity shares of Antworks Solutions India Private Limited and approval of related party transaction with Sangli-Miraj Commercial Ventures Private Limited and Ebrahim Saifuddin Nimuchwala) be and is hereby rescinded in its entirety, owing to the re-negotiation and restructuring of the proposed acquisition. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to the aforesaid resolution, including making necessary intimations to the Stock Exchange(s)." 7. Rescission of the Special Resolution passed for preferential issue of equity shares for consideration other than cash to certain selling shareholders of Antworks Solutions India Private Limited. To consider and, if thought fit, to pass the following resolution as a Special Resolution: "RESOLVED THAT the Special Resolution passed by the Members at the Extraordinary General Meeting held on February 12, 2026 under Item [Showing first 8,000 characters — download PDF for full document]