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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of GSS Infotech Ltd.

Mar 31, 2024

We are delighted to present the report on our business and operations along with the summary of the financial statements for the financial year ended 31^st March 2024.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Directors'' Report is prepared based on the financial statements of the Company for the year under review.

1. FINANCIAL RESULTS

Key highlights of financial performance of the Company for the year ended 31^st March, 2024, is as summarized below In Lakhs

(Amount in Lakhs]
Particulars	Standalone		Consolidated
	For the year ended	For the year ended	For the year ended	For the year ended
	31 March 2024	31 March 2023	31 March 2024	31 March 2023
Revenue from operations	1,100.99	1,835.60	17,082.04	11,438.60
Other income	20.74	40.20	840.44	44.09
Total income	1,121.72	1,875.80	17,922.48	11,482.69
Expenses
Direct Cost/Materials consumed	98.54	52.14	7,321.08	467.10
Employee benefits expense	435.65	578.42	7,341.47	8,318.34
Depreciation and amortisation expense	8.77	5.72	235.45	19.84
Finance costs	0.70	1.46	133.44	92.23
Other expenses	431.90	616.37	2,018.10	1,148.65
Total expense	975.57	1,254.11	17,049.55	10,046.16
Profit before exceptional items and tax	146.16	621.69	872.93	1,436.53
Exceptional Item:
Cancellation of Debt Income	-	-	-	(152.41)
Profit before tax	146.16	621.69	872.93	1,588.94
Tax expenses
Current tax	113.26	93.13	128.30	112.35
Prior Period Tax	-	(11.25)	-	(11.25)
Deferred tax charge	2.13	2.55	(0.70)	2.55
Total tax expense	115.39	84.44	127.61	103.65
Profit for the year	30.77	537.26	745.32	1,485.29
Other comprehensive income
Items that will not be reclassified to profit or loss:
Re-measurement gains/ (losses) on defined benefit plan and Net of Income Tax	(1.43)	3.44	(1.43)	3.44

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	For the	For the	For the	For the
	year ended	year ended	year ended	year ended
	31 March 2024	31 March 2023	31 March 2024	31 March 2023
Income-tax effect
Exchange differences on translation of			210.38	1,325.84
foreign operations
Other comprehensive income for the year, net of tax	(1.43)	3.44	208.95	1,329.28
Total comprehensive income for the year	29.34	540.70	954.27	2,814.57
Earnings per equity share (nominal value of INR 10) in INR
Basic	0.17	3.17	4.07	8.77
Diluted	0.17	2.72	4.07	7.53

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year ended 2023-24 and the date of this report

2. STATE OF COMPANY''S AFFAIRS

GSS primary focus is in the ADMS (Application Development and Maintenance Services), IMS (Infrastructure Management Services) and Healthcare services, while our major revenue contributor has been Professional Services. We continue to execute our business operations under the same units as last year. As we continue to meet customers, we remain convinced of the huge potential our company has given the services we offer today. We not only intend to leverage on our existing customer base to drive growth we will also be focusing on emerging technologies in the Business Intelligence and Analytics areas, which will be driving transformation and be within the demand circle.

3. CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary companies, as approved by their respective Board of Directors.

4. TRANSFER TO RESERVE

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of the Company for FY24, after all appropriations and adjustments, was Rs. (1,04,67,18,275).

5. SUBSIDIARIES

A separate statement (Form No. AOC-1) containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 as per Annexure [A] The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website i.e. www.gssinfotech.com

The details of investment in subsidiaries as on 31^st March 2024 are as follows:
Investments in subsidiaries	Amount
1,500 Equity Shares of $1 each fully paid up in GSS Infotech Inc (Delaware)	89,09,40,578
10,989,994 Equity Shares of Rs. 10/- each fully paid up in Polimeraas Limited	2,75,28,38,500
9,990 Equity Shares of Rs. 10/- each fully paid up in GSS Healthcare IT Solutions Private Ltd	99,900
9,990 Equity Shares of Rs. 10/- each fully paid up in GSS IT Solutions Private Ltd	99,900
Total investments carried at cost	3,64,39,78,878

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure, developments, performance, and state of affairs of the Company''s various businesses during the financial year ended 31 March 2024, is enclosed as Annexure [F] to this report.

7. CORPORATE GOVERNANCE REPORT

In compliance with the Regulations 34 of Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report and is enclosed as Annexure [G] to this report.

8. DIVIDEND

The Board of Directors did not recommend dividend for the financial year ended 31 March 2024.

9. LISTING OF EQUITY SHARES

The Company''s equity shares are listed on the following Stock Exchanges

BSE Limited (BSE),	National Stock Exchange of India Limited (NSE),
Phiroze JeeJeebhoy Towers,	Exchange Plaza, Floor 5, Plot No. C/1, G Block,
Dalal Street, Mumbai - 400 001,	Bandra - Kurla Complex, Bandra (East),
Maharashtra, India.	Mumbai - 400 051, Maharashtra, India.

The Company has paid the annual listing fees to the said stock exchanges for the financial year 2023-24.

10. PUBLIC DEPOSITS

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the confirmations received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of the Companies Act, 2013, or under the SEBI (LODR) Regulations, 2015 Mr. Saikiran Satya Surya Raghavendra Gundu, Non-Executive Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014) and being eligible has offered himself for reappointment. Appropriate resolution for his re-appointment is being placed subject to the approval of the shareholders of the company in the ensuing AGM.

Mrs. Nagajayanthi Ragavendra Das Juttur (DIN: 05107482) was re-appointed as an Independent Director of the Company for the second term of five years at the 16th Annual General meeting held on 30th September 2019 to hold office till the date 30^th September 2024.

Accordingly, she will get retire on the closing hours of 30th September 2024, on account of completion of tenure as per the provisions of Section 149 of the Companies act 2013 read with relevant rules and Listing Regulations.

Ms. Subbarathnamma Palepu (DIN: 09432984) as per the recommendation of the Nomination and Remuneration Committee and after considering her knowledge, acumen, expertise and experience was appointed as an Additional Director (Category: Non-Executive, Women Independent) of the Company by the Board at their meeting held on 04^th September 2024 to hold office for her first term of five consecutive years w.e.f. 04^th September 2024 to 03^rd September 2029, subject to approval and regularization by members of the Company in the ensuing Annual General Meeting as an Independent Director. Further, the board of directors is of the opinion that she fulfills the skills and capabilities as required in the Act and Listing Regulations and therefore consider it desirable and in the interest of the company to have her on the board as an Women Independent Non-Executive Director of the company. In terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the listing Regulations, Ms. Subbarathnamma Palepu (DIN: 09432984), being eligible for regularization and appointment as an Women Independent Director and offering herself for appointment, is proposed by Board to be regularized and appointed as an Independent Director for the first term of five consecutive years w.e.f. 04^th September 2024 and to hold office up to 03^rd September 2029.

Key Managerial Personnel:

a. Mr. Bhargav Marepally is the Chief Executive Officer and Managing Director of the Company.

b. Mr. P.S.Phaninder Nath is the Chief Financial Officer of the Company.

c. During the year under review, Ms. Pooja Raja Kakarlapudi has tendered her resignation from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours on October 30, 2023,

d. Ms. Deeksha Verma was appointed as Compliance officer of the Company w.e.f January 29, 2024 and Company Secretary of the Company w.e.f February 09, 2024 and however, due to her pre-occupation, she has tendered her resignation from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours on May 15, 2024.

The Key Managerial Personnel have been appointed in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Bhargav Marepally, CEO & Managing Director, Mr. P.S.Phaninder Nath., CFO and Ms. Pooja Raja Kakarlapudi and Ms. Deeksha Verma, Company Secretary & Compliance Officer, are the Key Managerial Personnel of your Company during the FY 23-24 in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

In terms of Section 178(2) and 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, Nomination and Remuneration Policy ("NR Policy") of the Company, inter alia, the Board/ Nomination and Remuneration Committee (NRC) will conduct performance evaluation of the Board as a whole and its Committees and the individual Directors.

Performance evaluation of Directors shall be done by the entire Board/ NRC (excluding the director being evaluated). The Nomination and Remuneration Committee shall continue to be responsible for implementation of the methodology followed by the Company in this regard. The NRC Policy of the Company is placed on the Company''s website.

Performance of the Board is evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, its contribution in effective management of the Company, etc. Based on the assessment, observations on the performance of Board are discussed and key action areas for the Board, Committees and Directors are noted. During the period under review, the annual performance evaluation of the Board, its Committees and individual Directors for the financial year ended 31^st March, 2024 was conducted by the Board. Information and other details on annual performance assessment is given in the Corporate Governance report.

Further, in terms of the requirement as contained in Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company at their meeting held on 09th February 2024, inter alia:

- reviewed the performance of the Non-Independent Directors and the Board as a whole with respect to their rights, duties vis-a-vis performance of Board Members;

- reviewed the performance of the Chairperson of the Company by taking into account the views of executive and non-executive directors of the Company.

13. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report. None of the Directors draw remuneration from the Company other than sitting fees paid to the eligible directors.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors of your Company is set out in Annexure [B] to this report and is also available on the website of your Company (www.gssinfotech.com).

14. BOARD AND COMMITTEE MEETINGS

The Board of the Company is comprised of eminent persons of proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As required under the Act, and the Listing Regulations, the Company, inter alia, has constituted the following statutory committees:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee;

4) Corporate Social Responsibility Committee.

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board / Committee meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure 4meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board''s or Committee''s approval is taken by passing resolutions through circulation or by calling the Board Committee meetings at short notice, as permitted by law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, and the terms of reference of various committees are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173 of the Act and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report Annexure [G] which forms an integral part of this Report.

15. AUDIT COMMITTEE RECOMMENDATIONS

The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting as on 31st March, 2024, the Committee comprises of Mr. Prabhakara Rao Alokam - Chairperson, Mrs. Nagajayanthi Das Juttur Raghavendra - Member and Mr. Bhargav Marepally - Member.

The details of the number of Audit Committee meetings of your Company are set out in the Corporate Governance Report Annexure [G] which forms an integral part of this Report.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

16. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

17. OPINION OF THE BOARD

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possess the requisite expertise, experience and qualifications to discharge the responsibilities as an Independent Director as mandated by the Companies Act, 2013 and the Rules made thereunder and by the SEBI Regulations. All the independent Directors of your Company have been registered and are members of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). Independent Directors were already granted exemption from appearing for the Online Proficiency Self-Assessment test conducted by IICA.

18. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has constituted a Nomination and Remuneration Committee which has been entrusted the responsibility of selecting and recommending the appointment and remuneration of Directors. The Committee while making appointments and fixing the remuneration of Directors will take into consideration the following:

a) their qualification

b) past record, especially their credentials and achievements, experience, past remuneration

c) job profile and suitability

d) comparative remuneration with the industry in line with the size and profits of the Company

e) their pecuniary relationship with the promoters.

Further, the Nomination and Remuneration Committee also, while recommending and appointing independent Directors will evaluate the following:

a) their qualification

b) credentials, past experience in the fields of finance, management, technology, taxation and other related fields

c) expertise in similar industry

d) confirmation from the Internal Auditors that there is no pecuniary relationship with the Company or other parties in terms of Section 149(6) of the Companies Act, 2013.

The terms and conditions for appointment of Independent Directors and the Code of Conduct of the Board of Directors and Senior Management Personnel are available on the Company''s website and can be accessed at https://www.gssinfotech.com.

19. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory modification(s) or reenactments) for the time being in force), the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable Indian Accounting Standards (Ind AS) and Schedule III of the Companies Act, 2013, (including any statutory modification(s) or re- enactment(s) for the time being in force) have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 March 2024 and of the profit and loss of the Company for the financial year ended 31 March 2024;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a ''going concern'' basis;

(e) Proper Internal Financial Controls laid down by the Directors were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

20. AUDITORS AND AUDITORS'' REPORT

M/s. Rambabu & Co, Chartered Accountants (Firm Registration Number 002976S) was appointed as the Statutory auditors of the company at the 16th Annual General Meeting of the company for the first term of 5 Consecutive years. to hold office from the conclusion of 16th Annual General Meeting till the conclusion of 21st Annual General Meeting.

The tenure of M/s Rambabu & Co, shall going to be end in upcoming Annual General Meeting. Accordingly, the Board of Directors of the Company, on basis of the recommendations of the Audit Committee and after evaluating and considering various parameters viz., capability, team size, experience, clientele served, technical knowledge and independence, approved and recommends to the members for the reappointment of M/s. Rambabu & Co, Chartered Accountants (Firm Registration Number 002976S) as statutory auditors of the Company for further period of 5 consecutive years.

The Company has received letter from M/s Rambabu & Co, Chartered Accountants, to the effect that their reappointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

A resolution seeking shareholders approval for their re-appointments form a part of the Notice. The Standalone and Consolidated Auditors'' Report for the financial year ended on March 31, 2024 has been provided in "Financial Statements" forming part of this Annual Report. The report of the Statutory Auditor has not made any adverse remarks in their Audit Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor''s Report are self-explanatory and therefore do not call for any further comments.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. Neha Pamnani, Practicing Company Secretary (Membership No.: 44300, and CP No: 24045, Hyderabad, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this Report. The Secretarial Audit report issued by the Secretarial Auditor for the financial year ended 31 March 2024 do not contain any qualification, reservation, adverse remark or disclaimer except the observations provided therein. The observations do not call for further explanation since the remarks and management Reponses mentioned in such reports are self-explanatory.

22. ANNUAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 the Board of Directors of the Company have appointed Ms. Neha Pamnani, Practicing Company Secretary to undertake the Audit of Annual Secretarial Compliance of the Company for the year ended 31st March, 2024. The Annual Secretarial Compliance Report is annexed as ''Annexure-C1''. The Annual Secretarial Compliance Report for the financial year ended 31st March, 2024 do not contain any qualification, reservation, adverse remark or disclaimer except the observations provided there-in. The observations do not call further explanation since the remarks and management Reponses mentioned in such reports are self-explanatory.

23. SECRETARIAL AUDIT AND ANNUAL COMPLIANCE REPORT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:

As on 31^st March, 2024, the Company does have a material unlisted subsidiary, "Polimeraas Limited" which requires Secretarial Audit to be conducted pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for the Financial Year 2023-24.

The Secretarial Audit report and Annual Compliance report of such subsidiary are enclosed as [Annexure D and Annexure D1 respectively] to this report. The reports do not contain any qualification, reservation, adverse remark or disclaimer.

24. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the www.gssinfotech.com

25. RELATED PARTY TRANSACTIONS

During the financial year 2023-24, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Listing Regulations. During the financial year 2023-24, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Indian Accounting Standard - 24 are set out in the notes to the Standalone Financial Statements forming part of this Annual Report.

Since all the related party transactions, were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Listing Regulations, the Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required to be attached.

26. LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company.

(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31 March 2024:

The details of investment in subsidiaries as on 31st March 2024 are as follows:	(in Indian Rs.)
Investments in subsidiaries	Amount
1,500 Equity Shares of $1 each fully paid up in GSS Infotech Inc (Delaware)	89,09,40,578
10,989,994 Equity Shares of Rs. 10/- each fully paid up in Polimeraas Limited	2,75,28,38,500
9,990 Equity Shares of Rs. 10/- each fully paid up in GSS Healthcare IT Solutions Private Ltd	99,900
9,990 Equity Shares of Rs. 10/- each fully paid up in GSS IT Solutions Private Ltd	99,900
Total investments carried at cost	3,64,39,78,878

(ii) Investments in Debt Instruments by the Company as at 31 March 2024: Nil

B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31 March 2024: Please refer the related party disclosures as provided in the notes to the accounts.

C. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

27. A) EMPLOYEE STOCK OPTION SCHEME:

The Stock exchanges accorded in-principal approval for listing of 20,00,000 shares under the GSS Infotech Limited Restricted Employee Stock Option Plan 2013. However, no shares were granted to the eligible employees during the financial year ended 31 March 2024.

In compliance with the requirements of the SBEB Regulations, a certificate from Secretarial auditor confirming implementation of ESOP Scheme in accordance with the said regulations and shareholder''s resolution will be available electronically for inspection by the members during the annual general meeting of the Company and the same is available at www.gssinfotech.com

The details of stock options are as mentioned in Annexure [E] and forms part of this Report.

B) ISSUE OF SHARES, DEBENTURES, CONVERTIBLE SECURITIES, etc.

Pursuant to the Order of the Hon''ble NCLT, Hyderabad Bench, vide their order dated: 02.02.2024, the Company allotted 92,20,000 Equity Shares to the shareholders of Transferor company i.e. Polimeraas Agros Private Limited.

Pursuant to the Order of the Hon''ble NCLT, Hyderabad Bench, vide their order dated: 02.02.2024, the Company allotted 1,32,61,927 Preference Shares to the shareholders of Transferor company i.e. Polimeraas Agros Private Limited.

28. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral, and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulation. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization, or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Annexure [G] report which forms part of this report.

29. RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the SEBI Listing Regulations, quarterly audit of the Company''s share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital.

The Practicing Company Secretary''s Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.

30. CODE ON INSIDER TRADING

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time the Company have adopted the (i) Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives and the (ii) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information collectively referred to as the "Code(s) on PIT". All the Directors, employees and third parties such as auditors, consultants, etc. who could have access to the unpublished price sensitive information of the Company are governed by the said Code. The trading window is closed during the time of declaration of

results, on occurrence of any material events as per the code when unpublished price sensitive information is deemed to be available with insiders as determined by the Compliance Officer. The Company is acting as the Compliance Officer and is responsible for setting forth procedures and implementation of the Code(s) on PIT. Further, the Board of Directors of the Company continuously monitors and amends the respective Codes at regular intervals to incorporate and bring the Codes in line with amendments brough in by the regulator(s). The said Code(s) are available on the website of the Company.

31. INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind AS) prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with Generally Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation. Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgements and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to be reported and actioned upon in line with the Whistle Blower Policy. Your Company gets its standalone accounts audited every quarter by its Internal Auditors.

32. RISK MANAGEMENT

The Board regularly discusses the significant business risks identified by the Management and the mitigation process to be adopted by the Company. At present, there exists no element of risk which threatens the existence of the Company.

33. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS AND MATERIAL CHANGES AND COMMITMENTS

The Board of Directors in the meeting held on 24th December, 2021 had considered and approved the Draft Scheme of Merger of Polimeraas Agros Private Limited (formerly known as Polimeraas Agros LLP) with GSS Infotech Limited.

Further, by an Order dated May, 22, 2023, Hon''ble National Company Law Tribunal ("NCLT") Hyderabad Bench, has directed to convene a meeting of the equity shareholders and Creditors of the Company for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement amongst Polimeraas Agros Private Limited and the Company and their respective shareholders and creditors, pursuant to provisions of Sections 230 to 232 of the Companies Act,2013. In accordance with the said directions of the NCLT, the meeting of equity shareholders and Creditors of the Company were held on Wednesday, July 05, 2023, IST, through VC/ OAVM. The Scheme was approved via Special resolution. Relevant disclosures and filings in this regard have been made to the stock exchanges.

Further, the Hon''ble NCLT, Hyderabad Bench has pronounced an Order dated 2 nd February, 2024, approving the Scheme of amalgamation of M/s Polimeraas Agros Private Limited with M/s GSS Infotech Limited and their respective shareholders and creditors under the provisions of section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules frame thereunder.

The details of the above including Scheme are hosted on the company''s website www.gssinfotech.com for the information of the general public.

Further, Pursuant to the Order of the Hon''ble NCLT, Hyderabad Bench, vide their order dated: 02.02.2024, the Company has allotted 92,20,000 Equity Shares and 1,32,61,927 Preference Shares to the shareholders of Transferor company i.e.Polimeraas Agros Private Limited.

There are no other significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. There have been no other material changes and commitments in the company that needs specific disclosures as per the stated provisions during the FY 23-24.

34. CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of your Company.

35. MAINTENANCE OF COST RECORDS

The Company has been maintaining Cost records as required under the provisions of the Companies Act, 2013.

36. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

37. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The Company has never made any One Time Settlement against the Loans obtained from Banks and Financial institutions and hence this clause is not applicable.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors have constituted the CSR Committee at its meeting held on 29th May 2019 pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules thereunder as applicable to your Company.

Composition of the CSR Committee is:
Sr.	Name of Committee members	Category 1 of directors	Category 2 of directors
1	Mrs. Nagajayanthi Das Juttur Raghavendra	Non-Executive - Independent Director	Chairman
2	Mr. Chaitanya Challa	Non-Executive - Independent Director	Member
3	Mr. Bhargav Marepally	Executive Director	Member

NOTE: The company does not fall into the limit as prescribed under the section 135 of the Companies Act, 2013, since most of the profit of the company aroused from the overseas branch of the company. Hence the company is required to spent on the CSR Activities.

41. REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness. During the year under review, your Company has not received any complaint pertaining to sexual harassment

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Details of Conservation of Energy:

Your Company''s operations consume very low levels of energy. It is pleasure to announce that your Company''s technology center has latest technology energy management system based on human occupancy. As the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is insignificant.

b. Technology, absorption, adaptation, and innovation

Your Company is a technology driven organization and understands the importance of technical expertise from time to time. It has successfully built such expertise over a period of years and shall continue to with emerging technologies to be on a leading edge to offer its customers the state of art solutions.

Your Company''s quality systems are ISO 9001:2008 and ISO 27001:2005 certified, which reflects a high degree of technology absorption, adoption, and innovation across various operating layers within the Company. During the year technology absorption activities, have mainly created on:

i. Network Operations Center

ii. Disaster Recovery Center

iii. IT Infrastructure Management

iv. Offshore Development Center using BOT delivery model

v. Software Testing Service using SaaS Model

vi. Wholly owned subsidiary rendering BPO healthcare services in India.

c. Foreign Exchange Earnings and Outgo

a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

b.	Total Foreign Exchange Earnings used and earned:
	Particulars	2023-24 (Rs.)	2022-23 (Rs.)
	Foreign Exchange expenditure (on Accrual basis)	NIL	58,024
	Foreign Exchange earned (on Accrual basis)	10,72,13,495	17,51,27,212

43. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation, and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Mar 31, 2023

We are delighted to present the report on our business and operations for the financial year ended 31^st March 2023.

FINANCIAL RESULTS

The Company''s Financial results (standalone & consolidated) for the year ended 31^st March 2023 is provided in the Annual Report.

(Rs. In Lakhs)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Net sales/income from operations	11,438.59	11,679.36	1,835.60	2,051.81
Less: Direct cost	467.10	1,022.72	52.13	579.53
Indirect Cost	9,486.83	10,338.97	1,200.51	1,390.21
Profit / (Loss) from operations before other income, finance costs and exceptional items	1,484.66	317.67	582.96	82.07
Other income	44.09	70.05	40.20	71.03
Profit / (Loss) from ordinary activities before finance costs and exceptional items	1,528.75	387.72	623.16	153.10
Finance costs	92.23	57.91	1.46	3.30
Profit / (Loss) from ordinary activities after finance costs but before exceptional items	1,436.53	329.81	621.69	149.80
Exceptional items*	152.40	2,779.47	-	-
Profit / (Loss) from ordinary activities before tax	1,588.96	3,109.28	621.69	149.80
Tax expense	103.65	74.38	84.44	69.19
Net Profit / (Loss) from ordinary activities after tax	1,485.29	3.034.90	537.26	80.61
Net Profit / (Loss) for the period	1,485.29	3,034.90	537.26	80.61
Other Comprehensive Income (net of tax	1,329.28	404.27	3.44	2.45
Total Comprehensive Income	2,814.57	3,439.17	540.70	83.06
Basic EPS	8.77	17.92	3.17	0.48
Diluted EPS	7.53	15.38	2.72	0.41

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year ended 2022-23 and the date of this report.

I. STATE OF COMPANY''S AFFAIRS

II. CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2022-23, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary companies, as approved by their respective Board of Directors.

III. SUBSIDIARIES

A separate statement (Form No. AOC-1) containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website i.e. www.gssinfotech.com

IV. MANAGEMENT DISCUSSION AND ANALYSIS

V. CORPORATE GOVERNANCE REPORT

VI. DIVIDEND

The Board of Directors did not recommend dividend for the financial year ended 31 March 2023.

VII. PUBLIC DEPOSITS

During the financial year 2022-23, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

VIII. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rambabu Sampangi Kaipa, Non-Executive Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014) and being eligible has offered himself for re- appointment. Appropriate resolution for his re-appointment is being placed subject to the approval of the shareholders of the company in the ensuing AGM.

Key Managerial Personnel:

â¢ Mr. Bhargav Marepally is the Chief Executive Officer and Managing Director of the Company.

â¢ Mr. P.S.Phaninder Nath is the Chief Financial Officer of the Company. He was appointed in office w.e.f 12^th August, 2022

â¢ Ms. R.K.Pooja is the Company Secretary and Compliance Officer of the Company. She was appointed in office w.e.f 12^th August, 2022

Mr. Bhargav Marepally, CEO & Managing Director, Mr. P.S.Phaninder Nath., CFO and Ms. R.K.Pooja, Company Secretary & Compliance Officer, are the Key Managerial Personnel of your Company during the FY 22-23 in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Annual Evaluation of Board''s Performance:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have annually evaluated the effectiveness of the BOD for the financial year 2022-23.

IX. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

X. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report Annexure [G] which forms an integral part of this Report.

XI. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 and are in compliance with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015., Further, they have affirmed compliance with the Code of conduct laid down under Schedule IV of the Companies Act, 2013.

Opinion of the Board [Rule 8(5)(iiia) of Companies (Accounts) Rules, 2014]

Company''s policy on Directors'' appointment and remuneration and Criteria for determining qualifications, Positive Attributes and Independence of a Director [Section 134(3)(e)]

a) their qualification

b) past record, especially their credentials and achievements, experience, past remuneration

c) job profile and suitability

d) comparative remuneration with the industry in line with the size and profits of the Company

e) their pecuniary relationship with the promoters.

Further, the Nomination and Remuneration Committee also, while recommending and appointing independent Directors will evaluate the following:

a) their qualification

b) credentials, past experience in the fields of finance, management, technology, taxation and other related fields

c) expertise in similar industry

d) confirmation from the Internal Auditors that there is no pecuniary relationship with the Company or other parties in terms of Section 149(6) of the Companies Act, 2013.

XII. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory modification(s) or reenactments) for the time being in force), the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31 March 2023, the applicable Indian Accounting Standards (Ind AS) and Schedule III of the Companies Act, 2013, (including any statutory modification(s) or re- enactment(s) for the time being in force) have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 March 2023 and of the profit and loss of the Company for the financial year ended 31 March 2023;

(d) The annual accounts have been prepared on a ''going concern'' basis;

(e) Proper Internal Financial Controls laid down by the Directors were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

XIII. AUDITORS AND AUDITORS'' REPORT

The Statutory Auditors of the Company, M/s. Rambabu & Co., Chartered Accountants (Firm Registration No. 002976S) were appointed by the members at the 16th AGM held on 30th September 2019, for a term of five (5) years till the conclusion of the 21^st Annual General Meeting of your company to be held in 2024, in accordance with section 139 of the Companies Act, 2013.

The Auditors'' Report issued by the Statutory Auditors for the financial year ended 31 March 2023 forms part of this Report and does not contain any Audit qualification, for which the reply of Directors is required. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

XIV. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. Neha Pamnani, Practicing Company Secretary (Membership No.: 44300, and CP No: 24045, Hyderabad, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this Report. The Secretarial Audit report issued by the Secretarial Auditor for the financial year ended 31 March 2023 forms part of this report and does not contain any Audit Qualifications, for which the reply of the Directors is required.

XV. EXTRACT OF ANNUAL RETURN

The details forming part of the Annual Return in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 and subsequent amendments issued by the MCA vide Notification dated 05th March, 2021 is available on the company''s website www.gssinfotech.com and can be accessed through the link: https:// www.gssinfotech.com/wp-content/uploads/2023/D9/MGT-9 22-23.pdf

XVI. RELATED PARTY TRANSACTIONS

During the financial year 2022-23, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Listing Regulations. During the financial year 2022-23, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Indian Accounting Standard - 24 are set out in point 30 of the notes to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [D] to this Report.

XVII. LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company.

(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31 March 2023:

		(In Indian ? )
Particulars	31 March 2023	31 March 2022
GSS Infotech Inc (Delaware) 1,500 (31 March 2022: 1,500) equity shares of $ 1 each fully paid up in GSS Infotech Inc (Delaware)	890,940,578	890,940,578
GSS Healthcare IT Solutions Private Limited 9,990 99,900 (31 March 2022: 9,990) Equity Shares of Rs. 10 - Each fully paid up in GSS Healthcare IT Solutions Private Limited.		99,900
GSS IT Solutions Private Limited 9,990 99,900 (31 March 2022: 9,990) Equity Shares of Rs. 10/- Each fully paid up in GSS IT Solutions Private Limited.		99,900
Polimeraas Agros Private Limited 9,90,000 (31 March 2022: 0) Equity Shares of Rs. 10/- Each fully paid up in Polimeraas Limited	24,75,00,000
(ii) Investments in Debt Instruments by the Company as at 31 March 2023: Nil
B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31 March 2023: Nil
Particulars Advances in companies:	31 March 2023	31 March 2022
Polimeraas Limited (BALANCING FIGURES) â¢ Advance for acquisition â¢ Advance for Operations	25,00,000 12,41,00,000	24,00,00,000 5,50,00,000

C. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

XVIII. a) EMPLOYEE STOCK OPTION SCHEME:

The details of stock options are as mentioned in Annexure D1 and forms part of this Report.

b) ISSUE OF SHARES, DEBENTURES, CONVERTIBLE SECURITIES, etc.

No shares were issued and allotted during the financial year 2022-2023

XIX. VIGIL MECHANISM

XX. INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below:

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

XXI. RISK MANAGEMENT

XXII. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

However, the Board of Directors in the meeting held on 24^th December, 2021 had considered and approved the Draft Scheme of Merger of Polimeraas Agros Private Limited (formerly known as Polimeraas Agros LLP) with GSS Infotech Limited. The Pre Lisitng Approvals with the NSE and the BSE were filed subsequently. The company is awaiting the approvals of the Stock Exchanges for undertaking further course of action. The details of the Scheme are hosted on the company''s website www.gssinfotech.com for the information of the general public. Material Changes and commitments [Section 134(3)(l)]

There have been no material changes and commitments in the company that needs specific disclosures as per the stated provisions during the FY 22-23.

The NCLT Meeting of the Equity Shareholders & Unsecured Creditors of the company was held on 05.07.2023 to consider and approve the Scheme of Merger of M/s. Polimeraas Agros Private Limited with GSS Infotech Limited. The Scheme was approved via Special resolution. Relevant disclosures and filings in this regard have been made to the stock exchanges.

Nature of business [Rule 8(5)(ii) of Companies (Accounts) Rules, 2014]

The company is involved in the business of providing software solutions and e-commerce services to its clients.

Maintenance of Cost records [Rule 8(5)(ix) of Companies (Accounts) Rules, 2014]The Company has been maintaining Cost records as required under the provisions of the Companies Act, 2013. Proceedings pending under the Insolvency and Bankruptcy Code, 2016 [Rule 8(5)(xi) of Companies (Accounts) Rules, 2014]

No application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

Difference in Valuation [Rule 8(5)(xii) of Companies (Accounts) Rules, 2014]

The Company has never made any One Time Settlement against the Loans obtained from Banks and Financial institutions and hence this clause is not applicable.

XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors have constituted the CSR Committee at its meeting held on 29^th May 2019 pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules thereunder as applicable to your Company.

Composition of the CSR Committee is:

Sr.	Particulars	Category	Designation
1	Mr. Rambabu Sampangi Kaipa	Non-Executive - Non-Independent Director	Chairman
2	Mrs. Nagajayanthi Das Juttur Raghavendra	Non-Executive - Independent Director	Member
3	Mr. Prabhakara Rao Alokam	Non-Executive - Independent Director	Member

NOTE: The company does not fall into the limit as prescribed under the section 135 of the Companies Act, 2013. Hence the company has not spent on the CSR Activities.XXIV.REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any Complaints during the period under review

XXV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Details of Conservation of Energy:

ii. Technology, absorption, adaptation, and innovation

â¢ Network Operations Center

â¢ Disaster Recovery Center

â¢ IT Infrastructure Management

â¢ Offshore Development Center using BOT delivery model

â¢ Software Testing Service using SaaS Model

â¢ Wholly owned subsidiary rendering BPO healthcare services in India.

iii. Foreign Exchange Earnings and Outgo

a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

b. Total Foreign Exchange Earnings used and earned:

Particulars

2022-23 ( )

2021-22 ( )

Foreign Exchange expenditure (on Accrual basis) Foreign Exchange earned (on Accrual basis)

58,024

17,51,27,212

38,344

18,19,97,373

XXVI.APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation, and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Mar 31, 2018

BOARD''S REPORT

Dear Members,

We are delighted to present the report on our business and operations for the financial year ended 31st March 2018

FINANCIAL RESULTS

The Company''s Financial results (standalone & consolidated) for the year ended 31st March 2018 is provided in the Annual Report.

				(Rs in Lakhs)
Particulars	Consolidated		Standalone
Particulars	2017-18	2016-17	2017-18	2016-17
Net sales/income from operations	14,177.47	15,486.22	2,275.13	2,339.53
Less: Direct cost Indirect Cost	1,713.41 11,742.60	3,091.81 12,235.03	319.40 1,609.99	279.15 2,085.75
Profit / (Loss) from operations before other income, finance costs and exceptional items	721.46	159.38	345.74	(25.37;
Other income	7.85	106.40	0.99	97.67
Prof it /(Loss) from ordinary activities before finance costs and exceptional items	729.31	265.78	346.73	72.30
Finance costs	106.60	157.15	28.31	85.00
Profit / (Loss) from ordinary activities after finance costs but before exceptional items	622.71	108.63	318.42	(12.70)
Exceptional items*	-	5,284.38	-	4,324.49
Profit / (Loss) from ordinary activities before tax	622.71	(5,175.75;	318.42	(4,337.19)
Tax expense	(109.37)	637.97	(129.12)	631.14
Net Profit/ (Loss) from ordinary activities after tax	732.08	(5,813.72)	447.54	(4,968.33)
Net Profit / (Loss) for the period	732.08	(5,813.72)	447.54	(4,968.33)

*ln the Financial Year 2016-17, the Company had provided for Rs. 3,329.58 lakhs towards diminution in the value of Company''s Investment in Wholly owned foreign subsidiaries, consequent upon sale of one of the step down WOS as per the audited financials of WOS. Further, exceptional items include old advances not recoverable amounting to Rs. 800 lakhs and reversal of lapsed advance tax of Rs. 194.90 lakhs.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year ended 2017-18 and the date of this report.

I. STATE OF COMPANY''S AFFAIRS

II. CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2017-18, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary companies, as approved by their respective Board of Directors.

III. SUBSIDIARIES

A separate statement (Form No. AOC-1) containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company www.gss infotech.com

IV. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses during the financial year ended 31st March, 2018, is enclosed as Annexure [F] to this report.

V. CORPORATE GOVERNANCE REPORT

VI. DIVIDEND

The Board of Directors did not recommend dividend for the financial year ended 31st March, 2018.

VII. PUBLIC DEPOSITS

During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

VIII. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Bhargav Marepally, Managing Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible have offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. Your Directors recommend the re-appointment of Mr. Bhargav Marepally (DIN 00505098), as Managing Director of your Company.

Mr. Mark Agnelo Silgardo has resigned as Non-Executive Director of the Company with effect from 17th January, 2018.

Mr. Madhukar Chimanal Sheth has resigned as Non-Executive Director of the Company with effect from 14th February, 2018.

Mr. Sanjay Heda has resigned as Chief Financial Officer of the Company with effect from 01st June, 2018.

Mr. Vishnubhatla Ravikumar Jatavallabha appointed as Chief Financial Officer of the Company with effect from 04th June, 2018.

Mrs. Esha Sinha has resigned as Company Secretary and Compliance Officer of the Company with effect from 13th November, 2017.

Mr. Mohammad Anwar ul Haq Abdul Mannan appointed as Company Secretary and Compliance Officer of the Company

with effect from 15th November, 2018.

Key Managerial Personnel:

â¢ Mr. Bhargav Marepally is the Chief Executive Officer and Managing Director of the Company.

â¢ Mr. Vishnubhatla Ravikumar Jatavallabha is the Chief Financial Officer of the Company.

â¢ Mr. Mohammad Anwar ul haq Abdul Mannan is the Company Secretary and Compliance Officer of the Company.

The Key Managerial Personnel have been appointed in accordance with the provisions of section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Bhargav Marepally, CEO & Managing Director, Mr. Vishnubhatla Ravikumar Jatavallabha, CFO and Mr. Mohammad Anwar ul haq Abdul Mannan, Company Secretary & compliance officer, are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Annual Evaluation of Board''s Performance:

IX. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report. None of the Directors draw remuneration from the Company other than sitting fees paid to the eligible directors.

X. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report Annexure [G] which forms an integral part of this Report.

XI. DECLARATION OF INDEPENDENCE

XII. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Indian Accounting Standards (Ind AS) and Schedule III of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force) have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;

(d) The annual accounts have been prepared on a going concern'' basis;

(e) Proper Internal Financial Controls laid down by the Directors were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

XIII. AUDITORS AND AUDITOR''S REPORT

The Statutory Auditors of the Company, M/s. Sarath and Associates, Chartered Accountants (Firm Registration No. 005120S) were re-appointed by the members at the 13th AGM held on 30th September, 2016, for a term of three (3) years till the conclusion of the 16th Annual General Meeting of your company to be held in 2019, in accordance with section 139 of the Companies Act, 2013.

The Auditors'' Report issued by the Statutory Auditors for the financial year ended 31st March 2018 forms part of this Report and does not contain any Audit qualification, for which the reply of Directors is required.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) orre-enactment(s)forthetime being in force).

XIV. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Sunil Kumar Kacham from M/s. SUNIL KACHAM AND ASSOCIATES, Practicing Company Secretaries (Membership No.: 46155, and CP No: 16820), Hyderabad, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this Report. The Secretarial Audit report issued by the Secretarial Auditor for the financial year ended 31st March, 2018 forms part of this report and does not contain any Audit Qualifications, for which the reply of the Directors is required.

XV. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure [D] to this Report.

XVI. RELATED PARTY TRANSACTIONS

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Listing Regulations. During the financial year 2017-18, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [E] to this Report.

XVII. LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company.

(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31st March, 2018:

		(In Indian Rs)
Particulars	31st March 2018	31st March 2017
GSS Infotech Inc (Delaware) GSS Infotech Inc (Delaware) 1,500 (31-March-2017: 1,500) equity shares of $ 1 each fully paid up in GSS Infotech Inc (Delaware)	736,185,789	540,522,338
GSS Healthcare IT Solutions Private Limited 9,990 (31- March-2017: 9,990) Equity Shares of Rs. 10/-Each fully paid up in GSS Healthcare IT Solutions Private Limited.	99,900	99,900
GSS IT Solutions Private Limited 9,990 (31- March-2017: 9,990) Equity Shares of Rs. 10/-Each fully paid up in GSS IT Solutions Private Limited.	99,900	99,900

B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31st March 2018:

		(In Indian Rs)
Name of Subsidiary	Balance as at 31.03.2018	Balance as at 31.03.2017
GSS Infotech Inc (Delaware)	14,42,21,972	14,37,78,485
GSS IT Solutions Pvt. Ltd	0.00	18,50,000
GSS Healthcare IT Solutions Pvt. Ltd	0.00	1,48,21,533

These amounts are advanced to fully owned subsidiaries towards carrying out the principal business activities of the subsidiaries. These funds are utilized in the regular course of business by the subsidiaries and shall be received back. Interest is not charged since these amounts are advanced to subsidiaries for the purpose of overall growth of the business of the GSS Group.

C. There a re no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

XVIII. EMPLOYEE STOCK OPTION SCHEME:

XIX. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulation. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Annexure [G] report which forms part of this report.

XX. INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below:

Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgements and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

XXI. RISK MANAGEMENT

XXII. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions under Section 135 of the Companies Act, 2013 are not applicable to your Company.

XXIV. REPORTING UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

XXV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Details of Conservation of Energy:

ii. Technology, absorption, adaptation and innovation

Your Company''s quality systems are ISO 9001:2008 and ISO 27001:2005 certified, which reflects a high degree of technology absorption, adoption and innovation across various operating layers within the Company. During the year technology absorption activities, have mainly created on:

â¢ Network Operations Center

â¢ Disaster Recovery Center

â¢ IT Infrastructure Management

â¢ Offshore Development Center using BOT delivery model

â¢ Software Testing Service using SaaS Model

â¢ Wholly owned subsidiary rendering BPO healthcare services in India.

iii. Foreign Exchange Earnings and Outgo

a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

b. Total Foreign Exchange Earnings used and earned:

Particulars	2017-18 (Rs)	2016-17 (Rs.)
Foreign Exchange expenditure (on Accrual basis)	45,739,897	7,23,72,133
Foreign Exchange earned (on Accrual basis)	13,67,94,306	14,98,96,782

XXVI. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Place: Hyderabad	Bhargav Marepally	Prabhakara Rao Alokam
Date: 01st August, 2018	CEO & Managing Director	Director
	DIN: 00505098	DIN: 02263908

Annexure [A] to Board''s Report

FINANCIAL PERFORMANCE OF SUBSIDIARIES

The financial performances of each of the subsidiaries included in the consolidated financial statements are detailed below:

							Amount in Rs (Lakhs)
Sr. No	Name of the Subsidiary/ Joint Venture Company	Turnover		Profit/I Loss) Before Tax		Profit/I Loss) After Tax
Sr. No	Name of the Subsidiary/ Joint Venture Company	Current Period	Previous Period	Current Period	Previous Period	Current Period	Previous Period
	Subsidiaries:
1	GSS Infotech Inc*, (A Delaware Company)	12,452.13	13,770.46	310.66	(4,157.23)	308.44	(4,164.47)
2	GSS IT Solutions Private Limited	-	-	(0.23)	(1.15)	(13.66)	(1.15)
3	GSS Healthcare IT Solutions Private Limited	-	-	4.70	(4.12)	0.59	(3.71)

Annexure [B] to Board''s Report

nformation required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Vlanagerial Personnel) Rules, 2014

\. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the financial Year 2017-18 is as follows:

(Amounting)
Name of Director	Total Remuneration	Ratio of remuneration of director to the Median remuneration
Mr. Bhargav Marepally	Nil	Nil
Mr. Ramesh Yerramsetti	40,000	0.10
Mr. Madhukar Chimanlal Sheth	85,000	0.21
Mr. Mark Silgardo	Nil	Nil
Mr. Patri Venkata Ramakrishna Prasad	40,000	0.10
Mr. Keerthy Jaya Tilak	65,000	0.16
Mrs. Nagajayanthi Das Juttur Ragavendra	120,000	0.30
Mr. A Prabhakara Rao	50,000	0.13
Mr. LG.S.Padma Rao	45,000	0.11

Notes:

1. The information provided above is on standalone basis.

2. The aforesaid details are calculated on the basis of remuneration for the financial year 2017-18.

3. The remuneration to Directors is only the sitting fees paid to them for the financial year 2017-18. The sitting fees for attending each of the Board and other Committee meetings is Rs. 20,000/- and Rs. 5,000/- respectively.

4. Median remuneration of the Company for all its employees is Rs. 4,00,000 for the financial year 2017-18.

B. Details of percentage increase/fdecrease) in the remuneration of each Director, CFO & Company Secretary in the financial year 2017-18

				(Amount in Rs)
Name of the Director/ Chief Financial Officer/ CompanySecretary	Designation	Remuneration		Increase/ (Decrease) (%)
	Designation	2017-18	2016-17	Increase/ (Decrease) (%)
Mr. Bhargav Marepally	Managing Director	Nil	Nil	Nil
Mr. Ramesh Yerramsetti	Director	40,000	80,000	-100%
Mr. Madhukar Chimanlal Sheth	Director	85000	120000	-41%
Mr. Mark Silgardo	Director	Nil	Nil	Nil
Mr. Patri Venkata Ramakrishna Prasad	Director	40,000	80,000	-100%
Mr. Keerthy Jaya Tilak	Director	65000	210000	-223%
Mrs. Nagajayanthi Das Juttur Ragavendra	Director	120000	210000	-75%
Mr. A Prabhakara Rao	Director	50000	Nil	*
Mr. LG.S.Padma Rao	Director	45000	Nil	*
Mr. Sanjay Heda	CFO	3,144,042	2,745,832	13%
Ms. Esha Sinha* (Resigned on 13.11.2017 )	CS	232958	2,48,909	* *
Mr. Mohammad Anwar ul haq* (Appointed on 15.11.2017 )	CS	186927	Nil	*

1. The information provided above is on Standalone basis.

2. *Percentage increase/(decrease) in remuneration not reported as they were holding the office of Directorship/CS for part of the financial year 2016-17 or 2017-18.

3. The remuneration to Directors is only the sitting fees paid to them for the financial year 2017-18.

C. Percentage increase/ (Decrease) in the median remuneration of all employees in the financial year 2017-18:

			(Amount in Rs)
	2017-18	2016-17	Increase/ (Decrease) (%)
Median remuneration of all employees per annum	4,00,000	3,84,000	4.17

D. Number of permanent employees on the rolls of the Company as on 31st March 2018:

Executive/Manager cadre	13
Staff	146
Operators/Workmen	4
Total	163

E. Comparison of average percentage increase/fdecrease) in salary of employees other than the key managerial personnel and the percentage increase/fdecrease) in the key managerial remuneration:

			(Amount in Rs)
	2017-18	2016-17	Increase/fDecrease) (%)
Average Salary of all employees other than Key Managerial Personnel	6,44,638	2,98,561	116
Salary of CEO & MD (Key Managerial Personnel)	Nil	Nil	Nil
Salary of CFO & CS* (Key Managerial Personnel)	35,63,927	31,59,604	*

The above information is being provided on Standalone Basis.

*The CS was employed for part of the financial year of 2017-18 or 2016-17. Therefore, the Increase/ decrease have not been reported.

F. Affirmation:

Pursuant to Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

Annexure [C] to Board''s Report

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

GSS Infotech Limited

Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District, Hyderabad - 500081.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GSS Infotech Limited (hereinafter called ''the Company''). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by GSS Infotech Limited for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment (Foreign Direct Investment and External Commercial Borrowings are not Applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') viz.: -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - not applicable during the audit period.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October, 2014 - not applicable during the audit period.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - not applicable during the audit period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - not applicable during the audit period and

(h) The Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998; - not applicable during the audit period

The following are the specific laws which are applicable to the Company:

a) Contract Labour (Regulation and Abolition) Act, 1970.

b) Employees'' Provident Funds and Miscellaneous Provisions Act, 1952.

c) Employees State Insurance Act, 1948.

d) Payments of Wages Act, 1936.

e) Payment of Bonus Act, 1965.

f) Shops and Commercial Establishment Act.

g) Labour Welfare Fund Act. h) The Professional Tax Act.

i) Minimum Wages Act, 1948.

j) The Workmen''s Compensation Act, 1923.

k) Payment of Gratuity Act, 1972.

I) The Equal Remuneration Act, 1976.

m) The Maternity Benefit Act, 1961.

n) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) Listing Agreement entered into by the Company with Stock Exchanges and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. Mentioned above except to the extent as mentioned below:

We further report that:

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

	For Sunil Kacham & Associates
	Sunil Kumar Kacham
	Practicing Company Secretary
Place: Hyderabad	ACS No: 46155
Date: 16th July, 2018	CP. No: 16820

This report is to be read with our letter of even date which is annexed as ''Annexure A'' and forms an integral part of this report.

''AnnexureA''

To,

The Members

GSS Infotech Limited

Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District, Hyderabad - 500081.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on the secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

	For Sunil Kacham & Associates
	Sunil Kumar Kacham
	Practicing Company Secretary
Place: Hyderabad	ACS No: 46155
Date: 16th July, 2018	CP. No: 16820

Annexure [D] to Board''s Report

Extract of Annual Return as at 31st March, 2018, Form No. MGT-9

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN	L72200TG2003PLC041860
ii) Registration Date	13.10.2003
iii) Name of the Company	GSS Infotech Limited
iv) Category/Sub-Categoryof the Company	Public Company Limited by shares

v) Address of the Registered Office and Contact Details:

Company Name	GSS Infotech Limited
Address	Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India
Telephone with STD Area Code Number	91 40 4455 66 00
Email Address	company.secretary@gssinfotech.com
Website, if any	www.gssinfotech.com

vi) Whether shares listed on recognized Stock Exchange(s): Yes

Details of the Stock Exchanges where shares are listed:
Sr. No.	Stock Exchange	Name Code
1.	BSE Limited (BSE)	532951
2.	The National Stock Exchange of India Limited (NSE)	GSS

vii) Name and Address of Registrar & Transfer Agents (RTA):

Name of Registrar & Transfer Agents	Bigshare Services Private Limited
Address	E-2 & 3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai, 400 072, Maharashtra, India
Pin Code	400 072
Telephone with STD Area Code Number	91 22 40430200
Fax Number	91 22 28475207
Email Address:	prabhakar@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of your company shall be stated:

Name and Description of main products/services	NIC Code of the Product/service	% to total turnover of the company
Computer programming, consultancy and related activities	620	100.00

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

[No.of Companies for which information is being filled-7]

Sr.	Name and address	Company Identification	Holding/	%of	Applicable Section
No.	of the Company	Number/ Global Location	Subsidiary/	Shares Held	of Companies
		Number	Associate		Act, 2013
1	GSS IT Solutions Private Limited Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India	CIN:U72400TG2009PTC064514	Subsidiary	100	2(87)
2	GSS Healthcare IT Solutions Private Limited Ground Floor, Wing-B, N heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal, Rangareddy District Hyderabad - 500081 Telangana State, India	CIN:U72200TG2013PTC089229	Subsidiary	100	2(87)
3	GSS Infotech Inc (Delaware) 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902	Federal Id: 27-2907139	Subsidiary	100	2(87)
4	GSS Infotech CT Inc (Formerly System Dynamix Corporation) 2842 Main Street Ste#164, Glastonbury, CT 06033	Federal Id: 06-1432821	Subsidiary	100	2(87)
5	Technovant Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902	Federal Id: 20-0398637	Subsidiary	100	2(87)
6	Infovision Technologies Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902	Federal Id: 20-3731391	Subsidiary	100	2(87)
7	Infovista Technologies Inc 2050 Brunswick Plaza, Route 27, Ste#201, North Brunswick, NJ 08902	Federal Id: 20-8455186	Subsidiary	100	2(87)

IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentageto total equity) A. Category-wise Shareholding:

Category of Shareholders	No. of shares held at the beginning of the year (As on 01.04.2017)				No. of shares held at the end of the year (As on 31.03.2018)				% Change during the year
	Demat	Physical	Total	%of total shares	Demat	Physical	Total	%of total shares
A. Promoters
1) Indian a. Individuals/ HUF b. Central Govt. c. State Govt.(s) d. Bodies Corporate e.Banks/FI f. Any other (specify) i. Trusts	2,910,681	-	2,910,681	17.19	2,171,992	-	2,171,992	12.82	(4.37)
Sub-Total (A) (1)	2,910,681	-	2,910,681	17.19	2,171,992	-	2,171,992	12.82	(4.37)
2) Foreign a. NRI Individuals b. Other Individuals c. Bodies Corporate d. Banks/ Fl e. Any other (specify)	-	-	-	-	-	-	-	-	-
Sub-Total (A) (2)	.	_	_	_	_	_	_	_	_
Total Shareholding ofPromoter(s) (AHA) (1) (A) (2)	2,910,681		2,910,681	17.19	2,171,992		2,171,992	12.82	(4.37)
B. Public Shareholding
1) Institutions a. Mutual Funds/UTI b. Banks/ Fl c. Central Govt. d. State Govt.(s) e. Venture Capital Funds f. Insurance Companies g.Flls/FPI h. Foreign Venture Capital Funds i. Others (specify)	801,595 1,952,505	-	801,595 1,952,505	4.73 11.53	801,595 2,537,073	-	801,595 2,537,073	4.73 14.98	(11.53) 14.98
Sub-Total (B)(l)	2,754,100	-	2,754,100	16.26	3,338,668	-	3,338,668	19.71	3.45
2) Non-Institutions a. BodyCorporates i. Indian ii. Overseas	887,010	-	887,010	5.24	4,370,537		4,370,537	25.80	20.56

b. Individuals i. Individual	2,477,167	1	2,477,168	14.63	3,300,292	1	3,300,293	19.49	4.86
Shareholders holding nominal share capital upto Rs.llakh ii. Individual Shareholders holding nominal share capital in excess of Rs.llakh c Others (specify) i. Non-Resident	7,435,808 93,634	-	7,435,808 93,634	43.90 0.55	2,309,428 102,222	-	2,309,428 102,222	13.64 0.60	(30.26) 0.05
Indian ii. Overseas Corporate Bodies iii. Foreign Nationals iv. Clearing	-	-	-	-	-	-	-	-	-
Members	13,327	_	13,327	0.08	991,203	_	991,203	5.85	5.77
v Trust	-	350,000	350,000	2.07	-	350,000	350,000	2.07	-
vi. Foreign Bodies vii. Corporate Body NBFC registered
with RBI	15,115	-	15,115	0.09	2,500	-	2,500	0.01	(0.08)
Sub-Total (B) (2)	10,922,061	35,0001	13,272,062	66.56	11,076,182	35,0001	11,426,183	67.46	(11.80)
Total Public
Shareholding (B)=(B)(1MB)(2)	13,676,161	350,001	14,026,162	82.90	14,414,850	350001	14,764,851	87.18	4.28)
C Shares held by Custodianfor GDRs&ADRs
Grand Total (A B C)	16,586,842	350,001	16,936,843	100.00	16,586,842	350,001	16,936,843	100.00	0.00

B. Shareholding of Promoters:

Sr. No.	Shareholder''s Name	No. of shares held at the beginning of the year (As on 01.04.2017)			No. of shares held at the end of the year (As on 31.03.2018)			% change during the year
Sr. No.	Shareholder''s Name	No. of Shares	%of total Shares of the Company	%of Shares Pledged/ encumbered to total shares*	No. of Shares	%of total Shares of the Company	%of Shares Pledged/ encumbered to total shares*	% change during the year
1.	Mr. Venkata Rameshbabu Yerramsetti	_	_	_	_	_	_	_
2.	Mr. Bhargav Marepally	4,992	0.03	0.00	4,992	0.03	0.00	-
3.	Mrs. Usha Yerramsetti	-	-	-	-	-	-	-
4.	Mrs. Jhansi Laxmi Yerramsetti	47,498	0.28	-	29,198	0.17	-	(0.11)
5.	Mr. Raghunadha Rao Marepally	2,337,793	13.80	0.00	2,137,793	12.62	-	(1.18)
6.	Mrs. Madhavi Latha Marepally	9	0.00	0.00	9	0.00	0.00	-
7.	Mrs. Nanditha Marepally	-	-	-	-	-	-	-
8.	Mrs. Vidyavathi Marepally	-	-	-	-	-	-	-
9.	Mrs. G. Vijayakumari	306,906	1.81	0.00	-	-	-	(1.81)
10.	Mr. Sivaranga Rao Yarramsetty	213,483	1.26	0.00	-	-	0.00	(1.26)
	TOTAL	2,910,681	17.18	0.00	2,171,992	12.82	0.00	(4.36)

*The % of shares pledged/encumbered represents % of shares pledged/encumbered as a % of the total shares of the Promoter and Promoter Group Holding

The term "encumbrance" has the same meaning as assigned to it in regulation 28(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

c.	Change in Promoters'' shareholding:
	Sr. No.	Shareholder''s Name	Shareholding		Date*	Increase/ (Decrease) in shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.2018)
	Sr. No.	Shareholder''s Name	No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018)	% of total Shares of the Company	Date*	Increase/ (Decrease) in shareholding	Reason	No. of Shares	%of total Shares of the Company
	1.	Mr. Venkata Rameshbabu Yerramsetti	-	-	01.04.2017	-	-	-	-
	1.	Mr. Venkata Rameshbabu Yerramsetti	-	-	31.03.2018	-	-	-	-
	2.	Mr. Bhargav Marepally	4,992	0.03	01.04.2017	-	-	-	-
	2.	Mr. Bhargav Marepally	4,992	0.03	31.03.2018	-	-	-	-

Sr. No.	Shareholder''s Name	Shareholding		Date*	Increase/ (Decrease) in shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.2018)
Sr. No.	Shareholder''s Name	No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018)	% of total Shares of the Company	Date*	Increase/ (Decrease) in shareholding	Reason	No. of Shares	%of total Shares of the Company
3.	Mrs. Usha Yerramsetti	-	-	01.04.2017	-	-	-	-
3.	Mrs. Usha Yerramsetti	-	-	31.03.2018	-	-	-	-
4.	Mrs. Jhansi Laxmi Yerramsetti	47,498	-	01.04.2017	(18,300)	Sale	29,198	0.17
4.	Mrs. Jhansi Laxmi Yerramsetti	29,198	0.17	31.03.2018
5.	Mr. Raghunadha Rao Marepally	2,337,793	13.80	01.04.2017	(200,000)	Sale	2,137,793	12.62
5.	Mr. Raghunadha Rao Marepally	2,137,793	12.62	31.03.2018	-	-	-	-
6.	Mrs. Madhavi Latha Marepally	9	0.00	01.04.2017	-	-	-	-
6.	Mrs. Madhavi Latha Marepally	9	0.00	31.03.2018	-	-	-	-
7.	Mrs. Nanditha Marepally	-	-	01.04.2017	-	-	-	-
7.	Mrs. Nanditha Marepally	-	-	31.03.2018	-	-	-	-
8.	Mrs. Vidyavati Marepally	-	-	01.04.2017	-	-	-	-
8.	Mrs. Vidyavati Marepally	-	-	31.03.2018	-	-	-	-
9.	Mrs. G. Vijayakumari	306,906	1.81	01.04.2017	(306,906)	Sale	-	-
9.	Mrs. G. Vijayakumari	-	-	31.03.2018	-	-	-	-
10.	Sivaranga Rao Yarramsetty	213,483	1.26	01.04.2017	(213,483)	Sale	-	-
10.	Sivaranga Rao Yarramsetty	-	-	31.03.2018

* Date of transfer has been considered from the holding statements provided by depositories to the Company

D. Shareholding pattern of Top Ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.	Shareholder''s Name	Shareholding		Date*	Increase/ (Decrease) in shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.2018)
	For each of the top Ten Shareholders	No. of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018)	% of total Shares of the Company				No. of Shares	%of total Shares of the Company
1.	IL and FS Trust Company Limited	1,952,505	11.52	01.04.2017 21.11.2017 31.03.2018	(1,952,505)	Sale	-	-
2.	Mr. Madhukar Chimanlal Sheth	1,645,143	9.71	01.04.2017 24.04.2017 31.03.2018	(1,645,143)	Sale	-	-

3.	Mr. Javed Faizullah Tapia	1,648,828	9.74	01.04.2017 16.06.2017 11.06.2017 06.09.2017 06.10.2017 31.03.2018	(600,000) (169,000) (238,283) (641,545)	Sale Sale Sale Sale	1,048,828 879,828 641,545	6.19 5.19 3.79
4.	Mr. Azim Faizullah Tapia	1,400,000	8.27	01.04.2017 16.06.2017 13.07.2017 06.09.2017 06.10.2017 31 03 2018	(600,000) (328,250) (334,098) (137,652)	Sale Sale Sale Sale	800,000 471,750 137,652	4.72 2.79 0.82
5.	Mr. Madanlal Saraswathi	2,741,837 100	16.19	01.04.2017 24.11.2017 08.12.2017 05.01.2018 31.03.2018	(13,225) (52,760) (2,675,752)	Sale Sale Sale	2,728,612 2,675,852 100	16.11 15.80
6.	ASPIRE EMERGING FUND	1,600,000	9.45	01.04.2017 26.01.2018 29.01.2018 31.03.2018	800,000 800,000	Purchase Purchase	800,000 1,600,000	4.72 9.45
7.	Raisonneur Capital Ltd	800,000	4.72	01.04.2017 02.02.2017 16.02.2018 31.03.2018	550,000 250,000	Purchase Purchase	550,000 800,000	3.24 4.72
8.	Margi Jigneshabhai Shah	514,165	3.04	01.04.2017 31.03.2018	514,165	Purchase	514,165	3.04
9.	United India Insurance Company Limited	407,603 407,603	2.41 2.41	01.04.2017 31.03.2018	_	_	_	_
10.	General Insurance Corporation of India	393,992 393,992	2.32 2.32	01.04.2017 31.03.2018	-	-	-	-

E. Shareholding of Directors and Key Managerial Personnel:

SE No.	Name of Directors and Key Managerial Personnel	Shareholding		Date*	Increase/ (Decrease) in shareholding	Reason	Cumulative Shareholding duringtheyear (01.04.17 to 31.03.18)
SE No.	Name of Directors and Key Managerial Personnel	No. of shares at the beginning of the year(01.04.17)/end of the year (31.03.18)	% of total shares of the Company	Date*	Increase/ (Decrease) in shareholding	Reason	No. of shares	%of total shares of the Company
1.	Mr. Venkata RameshbabuYerramsetti	_	_	01.04.2017 31.03.2018	_	_	_	_
2.	Mr. BhargavMarepally	4,992 4,992	0.03 0.03	01.04.2017 31.03.2018	-	-	-	-
3.	Mr. Madhukar Chimanlal Sheth	1,645,143	9.71	01.04.2017 24.04.2017 31.03.2018	(1,645,143)	Sale	-	-
4.	Mr. MarkSilgardo	Nil Nil	Nil Nil	01.04.2017 31.03.2018	-	-	-	-
5.	Mr. Patri Venkata Ramakrishna Prasad	Nil Nil	Nil Nil	01.04.2017 31.03.2018	_	_	_	_
6.	Mr. KeerthyJayaTilak	Nil Nil	Nil Nil	01.04.2017 31.03.2018	_	_	_	_
7.	Mrs. Nagajayanthi DasJuttur Ragavendra	Nil Nil	Nil Nil	01.04.2017 31.03.2018	-	-	-	-
8.	Mr. Prabhakara Rao Alokam	Nil Nil	Nil Nil	01.04.2017 31.03.2018	-	-	-	-
9.	Mr. L.G. Padmarao	Nil Nil	Nil Nil	01.04.2017 31.03.2018	-	-	-	-

Key Managerial Personnel

1.	Mr. Sanjay Heda	Nil	Nil	01.04.2017	-	-	-	-
		Nil	Nil	31.03.2018	-	-	-	-
2.	Ms. Esha Sinha (CS)	Nil	Nil	01.04.2017	-	-	-	-
		Nil	Nil	31.03.2018	-	-	-	-
3.	Mohammad Anwar ul haq	Nil	Nil	01.04.2017	-	-	-	-
	Abdul Mannan	Nil	Nil	31.03.2018	-	-	-	-

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars	Secured Loans (excluding deposits)	Unsecured Loans	Deposits	Total indebtedness
Indebtedness at the beginning of the financial year (As at 01.04.2017) i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due	28,951,700	-	-	28,951,700
Total (i ii iii)	28,951,700	-	-	28,951,700
Change in Indebtedness during the financial year â¢ Addition â¢ Reduction	(28,951,700)	-	-	(28,951,700)
Net Change	(28,951,700)	-	-	(28,951,700)
Indebtedness at the end of the financial year (As at 31.03.2018) i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	-	-	-	-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

		(Amount in Rs)
Sr. No.	Particulars of Remuneration	Name of the Managing Director
Sr. No.	Particulars of Remuneration	Mr. Bhargav Marepally*
1.	Gross salary (excluding Commission) (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-
2.	Stock Option	-
3.	Sweat Equity	-
4.	Commission - as % of profit	;
5.	Others - Employer contribution to provident and other funds	-
	Total	Nil

B. Remuneration to other Directors:

(Amount in Rs)
1.	Independent Directors:
	Name of Director	Fee for attending Board/ committee meetings	Commission	Others	Total
	Mr. Keerthy Jaya Tilak	65,000	-	-	65,000
	Mrs. Nagajayanthi Das Juttur Ragavendra	1,20,000	-	-	1,20,000
	Mr. Prabhakara Rao Alokam	50,000	-	-	50,000
	Mr. LGS Padmarao	45,000	-	-	45,000
	Total (1)	2,80,000	-	-	2,80,000
2.	Non-Executive/Promoter Directors:
	Mr. Bhargav Marepally	-	-	-	-
	Mr. Ramesh Yerramsetti	40,000	-	-	40,000
	Mr. Mark Silgardo	-	-	-	-
	Mr. Patri VenkataRamakrishna Prasad	40,000	_	_	40,000
	Mr. MadhukarSheth	85,000	-	-	85,000
	Total (2)	1,65,000	-	-	1,65,000
	Total (1 2)	4,45,000	-	-	4,45,000

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

(Amount in Rs)
Sr.No.	Particulars of Remuneration	Key Managerial Personnel CFO & Company Secretary
1.	Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961	35,63,927
2.	Stock Option	-
3.	Sweat Equity	-
4.	Commission - as % of profit	_
5.	Others - Contribution to Provident and other funds	-
	Total	35,63,927

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES (underthe Companies Act, 2013):

No penalties/punishment/compounding of offences were levied underthe Companies Act, 2013.

FORMAOC-2

(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms'' length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm''s length basis:

a)	Name(s) of the related party and nature of relationship
b)	Nature of contracts/arrangements/transactions
c)	Duration of the contracts/arrangements/transactions
d)	Salient terms of the contracts or arrangements or transactions including the value, if any
e)	Justification for entering into such contracts or arrangements or transactions
f)	date(s) of approval by the Board	Nil
g)	Amount paid as advances, if any
h)	Date on which the special resolution was passed
i)	Amount paid as advances, if any
j)	Date on which (a) the special resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act, 2013

2. Details of material contracts or arrangement or transactions at arm''s length basis:

(a)	Name(s) of the related party and nature of relationship
(b)	Nature of contracts/arrangements/transactions
(c)	Duration of the contracts/arrangements/transactions	Nil
(d)	Salient terms of the contracts or arrangements or transactions including the value, if any
(e)	Date(s) of approval by the Board, if any
(f)	Amount paid as advances, if any

Mar 31, 2016

BOARD''S REPORT

Dear Members,

We are delighted to present the report on our business and operations for the financial year ended March 31, 2016. FINANCIAL RESULTS

The Company''s Financial results (standalone & consolidated) for the year ended 31^st March 2016 is provided in the Annual Report.

('' in Lakhs

Particulars	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Net sales/income from operations	21,372.71	24,289.34	2,982.82	3,534.80
Less: Direct cost	7,459.56	9,485.26	220.04	408.67
Indirect Cost	13,508.58	13,881.08	2,379.05	2,217.87
*Profit/ (Loss) from operations before other income, finance costs and exceptional items*	*404.57*	*923.00*	*383.73*	*908.26*
Other income	226.29	251.58	222.37	44.34
*Profit / (Loss) from ordinary activities before finance costs and exceptional items*	*630.86*	*1,174.58*	*606.10*	*952.60*
Finance costs	217.52	366.21	139.57	128.90
Profit / (Loss) from ordinary activities after finance costs but before exceptional items	413.34	808.36	466.53	823.70
Exceptional items*	-	19,331.25	-	13,492.99
*Profit / (Loss) from ordinary activities before tax*	*413.34*	*(18,522.89)*	*466.53*	*(12,669.29)*
Tax expense	43.30	845.30	25.84	808.49
*Net Profit / (Loss) from ordinary activities after tax*	*370.04*	*(19,368.19)*	*440.69*	*(13,477.78)*
*Net Profit / (Loss) for the period*	*370.04*	*(19,368.19)*	*440.69*	*(13,477.78)*

*In the Financial Year 2014-15, the Company had provided for Rs. 13,492.99 lakhs towards diminution in the value of Company''s Investment in Wholly owned foreign subsidiaries, consequent upon losses in the WOS due to impairment of goodwill in the step down subsidiaries as per the audited financials of WOS.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year ended 2015-16 and the date of this report.

I. STATE OF COMPANY''S AFFAIRS

II. CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary companies, as approved by their respective Board of Directors.

III. SUBSIDIARIES

A separate statement (Form No. AOC-1) containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company www.gssinfotech.com

IV. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses during the financial year ended 31^st March, 2016, is enclosed as Annexure [F] to this report.

V. CORPORATE GOVERNANCE REPORT

VI. DIVIDEND

The Board of Directors did not recommend dividend for the financial year ended 31^st March, 2016.

VII. PUBLIC DEPOSITS

During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

VIII. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mark Silgardo, Non-Executive Director and Nominee Director, is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the resolution passed in the Annual General Meeting held on 30^th December, 2011, and being eligible have offered himself for re-appointment. Appropriate resolutions for his re-appointment are being placed for your approval at the ensuing AGM. Your Directors recommend the re-appointment of Mr. Mark Silgardo, as Non-Executive Director and Nominee Director of your Company.

The Independent Directors Mr. Keerthy Jaya Tilak and Mrs. Nagajayanthi Das Juttur Ragavendra hold office up to 30^th September, 2020 and are not liable to retire by rotation.

Key Managerial Personnel:

- The Board of Directors of the Company in its meeting held on 30^th May, 2016, re-appointed Mr. Bhargav Marepally, as the Managing Director of the Company without remuneration for a period of 5 years from 01^st June, 2016 to 31^st May, 2021, as recommended by the Nomination and Remuneration Committee of the Board of Directors.

- Mr. Sanjay Heda is the Chief Financial Officer of the Company.

- Mrs. Esha Sinha, Company Secretary and Compliance Officer of the Company was appointed at the Board Meeting held on 13^th August, 2016

- Mr. Lalit Kumar Tiwari, due to his personnel reasons, resigned as Company Secretary and Compliance Officer of the Company with effect from 5^th August, 2016.

Mr. Bhargav Marepally, Managing Director, Mr. Sanjay Heda, CFO and Mrs. Esha Sinha Company Secretary, are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Annual Evaluation of Board''s Performance:

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and the Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have annually evaluated the effectiveness of the Board/Director(s) for the financial year 2015-16.

IX. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report. None of the Directors draw remuneration from the Company other than sitting fees paid to the eligible directors.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure [B] to this report and is also available on the website of your Company (www.gssinfotech.com).

X. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms an integral part of this Report

XI. DECLARATION OF INDEPENDENCE

XII. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2016, the applicable Accounting standards and Schedule III of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force) have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2016 and of the profit and loss of the Company for the financial year ended 31^st March, 2016;

(d) The annual accounts have been prepared on a ''going concern'' basis;

(e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal Financial controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

XIII. AUDITORS AND AUDITOR''S REPORT

At the 12^th AGM of your Company, M/s. Sarath and Associates, Chartered Accountants (Firm Registration No. 005120S) were appointed as the Auditors to hold office till the conclusion of the 13^th AGM of your Company.

The Audit Committee and Board of Directors at the meetings held on 13^th August, 2016 recommended the appointment of M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), retiring Auditor, to continue to act as the Statutory Auditors of your Company for a period of 3 years till the conclusion of the 16th AGM of your Company. M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), who retire at the ensuing AGM of your Company are eligible for re-appointment for a period of 3 years. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the

Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under the Listing Regulations, M/s. Sarath and Associates, Chartered Accountants, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), as the Auditors of your Company for a period of 3 years from the conclusion of 13^th AGM till the conclusion of the 16^th AGM of your Company to be held in the year 2019.

The Auditors'' Report for the financial year 2015-16, does not contain any Audit qualification, for which the reply of Directors is required.

XIV. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. V. Sravani, Practicing Company Secretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this Report. The Board of Directors reply to the comments/qualifications/observations by the Secretarial Auditor is as follows:

The Composition of the Board was not in order for the period 1^st April, 2015 to 31^st March, 2016, in violation of section 149 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply: Due to change in the Independent Status of Mr. Patri VenkataRamakrishna Prasad, from Independent Director to Non- Independent Director of the Company the composition of the board is not in order. The Company is making utmost efforts to bring the composition in order to have an appropriate mix of Independent and Non-Independent Directors and to ensure Compliance with section 149 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

XV. EXTRACT OF ANNUAL RETURN

XVI. RELATED PARTY TRANSACTIONS

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Listing Regulations. During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in point 17 of the notes to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [E] to this Report.

XVII. LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company.

(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31^st March, 2016:

(In Indian ''

Particulars	31^st March 2016	31^st March 2015
GSS Infotech Inc (Delaware) 1,500 (31-March-2015: 1,500) equity shares of $ 1 each fully paid up in GSS Infotech Inc (Delaware)	873,480,744	873,480,744
GSS Healthcare IT Solutions Private Limited 9,990 (31- March-2015: 9,990) Equity Shares of Rs. 10/Each fully paid up in GSS Healthcare IT Solutions Private Limited.	99,900	99,900
GSS IT Solutions Private Limited 9,990 (31- March-2015: 9,990) Equity Shares of Rs. 10/Each fully paid up in GSS IT Solutions Private Limited.	99,900	99,900

(ii) Investments in Debt Instruments by the Company as at 31^st March, 2016: Nil

B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31^st March 2016:

(In Indian '')

Name of Subsidiary	Balance as at 31.03.2016	Balance as at 31.03.2015
GSS Infotech Inc (Delware)	14,93,85,955	14,09,62,864
GSS IT Solutions Pvt Ltd	18,50,000	18,50,000
GSS Healthcare IT Solutions Pvt Ltd	1,48,11,532	9,84,18,115

C. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.

XVIII. EMPLOYEE STOCK OPTION SCHEME:

The Stock exchanges accorded in-principal approval for listing of 20,00,000 shares under the GSS Infotech Limited Restricted Employee Stock Option Plan 2013. However no shares were granted to the eligible employees during the financial year ended 31^st March, 2016.

XIX. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance report which forms part of this report.

XX. INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to be reported and auctioned upon in line with the Whistle Blower Policy. Your Company gets its standalone accounts audited every quarter by its Auditors.

XXI. RISK MANAGEMENT

The Board regularly discusses the significant business risks identified by the Management and the mitigation process to be adopted by the Company. At present there exists no element of risk which threaten the existence of the Company.

XXII. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions under Section 135 of the Companies Act, 2013 are not applicable to your Company.

XXIV. REPORTING UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

XXV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Details of Conversation of Energy:

ii. Technology, absorption, adaptation and innovation

- Network Operations Center

- Disaster Recovery Center

- IT Infrastructure Management

- Offshore Development Center using BOT delivery model

- Software Testing Service using SaaS Model

- Wholly owned subsidiary rendering BPO healthcare services in India.

iii. Foreign Exchange Earnings and Outgo

a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

b. Total Foreign Exchange Earnings used and earned:

Particulars	2015-16 (?)	2014-15 (?)
Foreign Exchange expenditure (on Accrual basis)	10,00,03,383	11,64,85,201
Foreign Exchange earned (on Accrual basis)	19,61,40,299	25,22,82,815

XXVI. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Place: Hyderabad Keerthy Jaya Tilak Bhargav Marepally

Date: 13^th August, 2016 Chairman CEO & Managing Director

Mar 31, 2014

Dear Members,

We are delighted to present the report on our business and operations for the financial year ended March 31, 2014

I. FINANCIAL RESULTS

The Company''s financial results (consolidated & standalone) for the year ended 31 st March 2014 is provided in the Annual Report

Consolidated Revenues of the Company for the year ended 31.03.2014 is INR 277.04 Crores and standalone revenues of the company is 52.19 Crores.

The Consolidated Profit after Tax of the company for the year ended 31.03.2014 is INR 6.31 Crores and Standalone Profit After Tax is INR 4.31 Crores.

GSS Infotech Limited GSS Infotech Limited (Standalone) and its subsidiaries (consolidated) Particulars Year ended Year ended (Rs.in Crores) (Rs.in Crores) 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Total Income 52.19 41.91 277.04 296.46

Gross Profit 18.74 13.18 41.95 31.77

Profit ( )/Loss ( ) from Ordinary Activities 1.09 2.99 3.20 1.60 before tax

Net Profit ( )/ Loss ( ) from 4.31 (4.94) 6.31 (5.94) Ordinary Activities after tax

Paid up equity share capital 14.13 14.13 14.13 14.13 (Face Value. R10/ each)

Reserves and Surplus 274.30 270.04 325.40 293.66

Earnings Per Share 3.05 (3.49) 4.47 (4.20)

II. DIVIDEND

st The Directors did not recommend any dividend for the year ended 31 March 2014.

III. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

IV. DIRECTORS

Mr. Ramesh Yerramsetti and Mr. Madhukar C Seth, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re appointment.

During the Financial year under review, Mr. Farokh Kekhushroo Banatwalla resigned from the Board of Directors on 17.09.2013 due to his other pre-occupations.

V. AUDITORS

M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of the Company have offered themselves for re appointment at the ensuing Annual General Meeting and to hold the office from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s Sarath & Associates have also expressed their willingness to act as Auditors of the company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of section 224(1B) of the companies act, 1956.

VI. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure A to this Report.

VII. AUDIT COMMITTEE

The Company has an Audit Committee comprising of three Directors namely, Mr. P.V.R.K. Prasad, Non Executive and Independent Director, Mr. Keerthy Jaya Tilak, Non Executive and Independent Director and Mr. Bhargav Marepally, promoter , CEO & Managing Director

VIII. PARTICULARS OF EMPLOYEES:

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out hereunder. The Ministry of Corporate Affairs, has amended the Companies (Particulars of Employees) Rules, 1975 to the effect that particulars of employees of companies engaged in Information Technology sector posted and working outside India not being directors or their relatives, drawing more than Rs. 6 million per financial year or Rs. 500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India.

Sl. Name Designation Qualification Age Previous Designation no. (years) employer at previous employment

1 Mr. Rajeev Designation BE Computer 44 Gatner Inc Offshore Banduni Chief Sales Science with Business Officer 20 years'' experience

Name Date of Remuneration joining (INR)

Mr. Rajeev Banduni 11th 42,50,000 February from April, 2013 2013 to September, 2013 (6 months) Resigned on 30.09.2013

IX. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is set out as Annexure B and Annexure C to this Report

X. EMPLOYEES STOCK OPTION SCHEME (ESOS)

An application for in Â principle approval for listing of 20,00,000 shares has been made to the stock exchanges under the new scheme GSS Infotech Limited Restricted Employee Stock Option Plan 2013 as per the scheme approved by the shareholders in the Annual General Meeting held on 19th July 2014.

XI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis is set out as Annexure D to this Report.

XII. CEO''s DECLARATION

Certificate from the ''Chief Executive Officer and Managing Director of the Company regarding the financial statements as per the Corporate Governance Norms is given as Annexure E to the report. Further, the declaration by the Managing Director of the Company declaring that all the members of the Board and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is set out as Annexure F to the Report.

XIII. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, and after due enquiry, confirm:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. That the annual accounts have been prepared on a going concern basis.

XIV. DIRECTORS COMMENTS ON RESERVATION(S) BY AUDITORS IN THEIR REPORT

With reference to Point No 3(b) in The Annexure referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirement'' section of Auditor''s report (standalone) of even date, the amounts are advanced to wholly owned subsidiaries of the company and the details thereof are as under:

Name of Subsidiary Balance as on 31.03.2014 Balance as on 31.03.2013

Gss Infotech Inc 13,53,54,979 12,24,95,132

GSS IT Solutions Pvt Ltd 18,50,000 2,43,92,064

GSS Healthcare IT Solutions Pvt Ltd 3,04,88,945 0

Total: 16,76,93,924 14,68,87,196

These amounts are advanced to subsidiaries towards working capital requirements and are given out of non interest bearing funds. These funds are utilized in the regular course of business by the subsidiaries and shall be received back. Interest is not charged since these amounts are advanced to subsidiaries for the purpose of overall growth of the business of the Group.

XV. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956

As per the provisions of the Companies Act, 1956 we are required to attach the Director''s report, Balance Sheet and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India Vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly the annual report 2013 14 does not contain the financial statements of our subsidiaries.

The audited annual accounts and related information of our subsidiaries, where applicable will be made available upon request. These documents will also be available for inspection during business hours at registered office of the company.

The same will also be published in our website. www.gssinfotech.com

XV. GREEN INITIATIVE

During the financial year we started a sustainability initiative with the aim of being green and minimizing our impact on the environment.

XVI. ACKNOWLEDGEMENTS:

We thank our customers, vendors, investors and bankers for their continued support during the year. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We thank the governments of various countries where we have our operations. We also thank the Government of India, the Central and State Governments and their various agencies, particularly, the Ministry of Communication & Information Technology, FAPCCI, Software Technology Parks of India, Departments of Customs and Central Excise, MCA, SEBI, Stock Exchanges, Reserve Bank of India, and other Governmental Agencies for extending their support during the year and look forward to their continued support.

By Order of the Board of GSS Infotech Limited

Sd/- Sd/- Place: Hyderabad Bhargav Marepally Ramesh Yerramsetti Date: 09.08.2014 CEO & Managing Director Director

Mar 31, 2013

Dear Members,

The are delighted to present the report on our business and operations for the financial year ended March 31, 2013

I. FINANCIAL RESULTS

The Company''s financial results (consolidated & standalone) for the year ended 31st March 2013 is provided in the Annual Report.

Consolidated Revenues of the Company for the year ended 31.03.2013 is R294.30 Crores and standalone revenues of the company is R39.88 Crores.

The Consolidated Profit After Tax of the company for the year ended 31.03.2013 is R(5.94) Crores and Standalone Profit After Tax is R(4.94)Crores.

GSS Infotech Limited GSS Infotech Limited (Standalone) and its subsidiaries (consolidated) Particulars Year ended Year ended (Rs.in Crores) (Rs.in Crores) 31.03.2013 31.03.2012* 31.03.2013 31.03.2012*

Total Income 41.91 46.45 296.46 296.86

Gross Profit 13.18 6.84 31.77 31.19

Profit ( )/Loss (-) from Ordinary Activities 2.99 (6.42) 1.60 (9.30) before tax

Net Profit ( )/ Loss (-) from (4.94) (15.49) (5.94) (50.98) Ordinary Activities after tax

Paid-up equity share capital (Face Value. 14.13 14.13 14.13 14.13 R10/- each)

Reserves and Surplus 270.04 274.99 293.66 285.25

Earnings Per Share (3.49) (10.96) (4.20) (36.06)

*for the nine months ended 31st March 2012

II. DIVIDEND

The Directors did not recommend any dividend for the year ended 31st March 2013.

III. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (acceptance of Deposits) Rules, 1975.

IV. DIRECTORS

Mr. Keerthy Jaya Tilak and Mr.Mark Silgardo, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

During the financial year Mr.Javed Faizullah Tapia appointed as an Additional Director on the Board with effect from 14 February 2013 and holds office up to the commencement of forthcoming Annual General Meeting and in respect of whom the company has received a notice in writing from a member under section 257 of the Companies Act 1956 proposing his candidature to the office of the Director of the company be and is hereby appointed as a Director of the company who shall be liable as retire by rotation.

V. AUDITORS

M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of the Company have offered themselves for re - appointment at the ensuing Annual General Meeting and to hold the office from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s Sarath & Associates have also expressed their willingness to act as Auditors of the company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of section 224(1B) of the companies act, 1956.

VI. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure A to this Report.

VII. AUDIT COMMITTEE

The Company has an Audit Committee comprising of three Directors namely, Mr.P.V.R.K. Prasad, Non-Executive and Independent Director, Mr. Keerthy Jaya Tilak, Non-Executive and Independent Director and Mr. Bhargav Marepally, promoter , CEO & Managing Director

VIII. PARTICULARS OF EMPLOYEES:

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out hereunder. The Ministry of Corporate Affairs, has amended the Companies (Particulars of Employees) Rules, 1975 to the effect that particulars of employees of companies engaged in Information Technology sector posted and working outside India not being directors or their relatives, drawing more than Rs. 6 million per financial year or Rs. 500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India.

IX. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is set out as Annexure B and Annexure C to this Report

X. EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Board proposed to introduce the new ESOS scheme 2013 in place of ESOS 2010 being non vesting of options by the eligible employees due to the share price fallen drastically during the financial year and all eligible employees surrendered their options.

Thus, the board decided to scrap the existing ESOS 2010 scheme.

XI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis is set out as Annexure D to this Report.

XII. CEO''s DECLARATION

Certificate from the ''Chief Executive Officer and Managing Director of the Company regarding the financial statements as per the Corporate Governance Norms is given as Annexure E to the report. Further, the declaration by the Managing Director of the Company declaring that all the members of the Board and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is set out as Annexure F to the Report.

XIII. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, and after due enquiry, confirm:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. That the annual accounts have been prepared on a going concern basis.

XIV. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT 1956

As per the provisions of the companies act 1956 we are required to attach the Director''s report, Balance Sheet and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India Vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly the annual report 2012-13 does not contain the financial statements of our subsidiaries.

The audited annual accounts and related information of our subsidiaries, where applicable will be made available upon request. These documents will also be available for inspection during business hours at registered office of the company.

The same will also be published in our website. www.gssinfotech.com

XV. GREEN INITIATIVE

During the financial year we started a sustainability initiative with the aim of being green and minimizing our impact on the environment.

XVI. ACKNOWLEDGEMENTS:

We thank our customers, vendors, investors and bankers for their continued support during the year.. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We thank the governments of various countries where we have our operations. We also thank the Government of India, the Central and State Governments and their various agencies, particularly, the Ministry of Communication & Information Technology, FAPCCI, Software Technology Parks of India, Departments of Customs and Central Excise, MCA, SEBI, Stock Exchanges, Reserve Bank of India, and other Governmental Agencies for extending their support during the year and look forward to their continued support.

By Order of the Board of GSS Infotech Limited

Sd/- Sd/-

Place: Hyderabad Mr. Bhargav Marepally Mr. Ramesh Yerramsetti

Date: 30th May 2013 CEO & Managing Director Director

Jun 30, 2010

The Directors are pleased to present the 07th Annual Report and the Audited Accounts for the financial year ended June 30,2010

L FINANCIAL RESULTS

The Companys financial results (consolidated & standalone) for the year ended June 30,2010 are provided in the Annual Report.

Consolidated Revenues of the Company for the year ended 30.06.2010 stood at Rs.428.28 Crores, due to excellent demand for the Companys integrated service approach for IT Infrastructure and Software Services delivery Model.

The Profit before Tax of the company for the year ended 30.06.2010 is Rs.68.60 Crores; the company has recorded moderate growth during the year despite adverse market conditions. This growth has been made possible due to the enlargement of operations and consequent economies as well as improved management of costs.

The Company has had a very good year in terms of sustaining the business model of the company and is poised to achieve better results during the current year.

FINANCIAL RESULTS FORTHE YEAR ENDED 30th JUNE 2010

GSS America Infotech Limited and its subsidiaries Year ended

Particulars (Rs. In Crores)

30.06.2010 30.06.2009

Total income 429.31 510.30

Gross Profit 113.08 126.16

Operating Profit before interest 84.96 102.75

Profit (+)/Loss(-) from Ordinary Activities before tax 68.60 87.19

Net Profit (+)/Loss (-) from Ordinary Activities after tax 56.42 81.39

Paid-up equity share capital (Face Value. Rs. 10/-each) 14.14 12.74

Reserves and Surplus 431.83 336.04

Earnings Per Share 44.10 62.26

II. DIVIDEND

The Directors are pleased to recommend, for approval of the members, a final Dividend of Rs.1.50/- per equity share of face value of Re.10/- each of the company for the financial year 2009-10.The final dividend on the equity shares, if declared as above, would involve an outflow of Rs. 2,47,27,195/- towards dividend and dividend distribution tax.

The register of members and the share transfer books will remain closed from 23rd December, 2010 to 27th December, 2010 (both days inclusive)

III. TRANSFER TO RESERVES

Your Directors propose to transfer a sum of Rs.70,00,000/- to General reserves out of the amount available for appropriations and a sum of Rs. 2,19,11,74,921/- is carried forward in the Profit and Loss account.

IV. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (acceptance of Deposits) Rules, 1975. i

V. DETAILS ON QIP

During the financial year 2009-10, the company has raised Rs.4564.84 Lakhs through Qualified Institutional Placement (QIP), by issuing 14,00,000 shares @326.06/- per share. The net proceeds are received in March 2010 and will be used to meet capital expenditure, additional working capital requirement and to finance the new business initiatives and strategic alliances.

Capital structure

The equity capital structure of the company pre and post QIP are as under:

Share capital Authorized Issued, subscribed, paid-up

Pre QIP 1,50,00,000 equity shares of Rs.10/- each 1,27,36,843 equity shares of Rs.10/- each

Post QIP 1,50,00,000 equity shares of Rs.10/- each 1,41,36,843 equity shares of Rs.10/- each

VI. DIRECTORS

Mr. P.V.R.K. Prasad and Mr. L.V.Prasad, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

VII. ACQUISITIONS AND INVESTMENTS

a) During the year, your company has incorporated a 100% subsidiary in USA, GSS America Holdings Inc, and this company has acquired ATEC Group

b) Incorporation of 100% subsidiary GSS IT Solutions Private Limited

During the year under review, GSS IT Solutions Private Limited, is incorporated as 100% subsidiary of company to carry on BPO operations from overseas customers.

VIII. AUDITORS

M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the end of the Annual General Meeting and being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting and hold office from the conclusion of ensuing Annual General Meeting till the conclusion of the next annual general meeting.

M/s Sarath & Associates have also expressed their willingness to act as Auditors of the company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of section 224(1 B) of the companies act, 1956.

IX. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in Annexure A to this Report.

X. AUDIT COMMITTEE

The Company has an Audit Committee comprising of 4 Directors namely, Mr.P.V.R.K. Prasad, Non-Executive Independent Director, Mr. Keerthy JayaTilak, Non-Executive Independent Director, Mr.L.V. Prasad, Non-Executive Independent Director and Mr. Bhargav Marepally, Executive Director.

XI. SUBSIDIARIES

As on date the Company has the following subsidiaries:

a GSS America Inc.

1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: +1 847 640 3700 Fax: +1 847 640 3701 http://www.gssamerica.com

b. Infospectrum Consulting Inc.

1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: (847) 640 3700 Fax: (847) 640 3701 http://www.isc-na.com

c. System Dynamix Corporation

2842 Main Street ÃÃÂ» Glastonbury, Connecticut 06033 Voice: (860) 633-7174 Fax: (860) 633-7162 http://www.sdc-us.com

d. GSS America Holdings Inc.

1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: (847) 640 3700 Fax: (847) 640 3701

e. ATEC Group

1762 Central Avenue, Albany, New York-12205

f. GSS IT Solutions Private Limited

Wing-2, Cyber Gateway, Hitech City, Madhapur, Hyderabad-500081

XII. PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, as amended, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in Annexure B to this Report.

XIII. CORPORATE GOVERNANCE:

Your company is committed to benchmark itself with global standards for providing good corporate governance and has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance vide Annexure- C along with an Auditor Certificate Annexure-D on its compliance forms part of this Report.

XIV. MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis is set out as Annexure E to this Report.

XV. CEOs DECLARATION

Certificate from the Chief Executive Officer and Managing Director and the Chief Financial Officer of the Company regarding the financial statements as per the Corporate Governance Norms is given as Annexure F to the report. Further, the declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is set out as Annexure G to the Report.

XVI. DIRECTORSRESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, and after due enquiry, confirm:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2010 and of the profit of the Company for the year ended on that date;

c That properand sufficient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. Thatthe annual accounts have been prepared on a going concern basis.

XVII. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT 1956

In terms of the exemption granted under Section 212(8) of the Companies Act, 1956, by the Ministry of Corporate Affairs, Government of India Vide its letter dated 30th November, 2010, the company has been exempted from complying with the provisions contained in sub-section (1) of section 212 of the Companies Act, 1956 in respect of subsidiaries.

During the year, a 100% subsidiary i.e. GSS IT Solutions Private limited has been incorporated with authorized and paid up capital of Rs.1.00 lakh.There are no transactions in the company during the year.

The Annual Report of the company contains the consolidated audited financial statements prepared as perthe provisions of the Listing Agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India.

Further, the annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept at the registered office of the com pany for inspection by any member of the Company.

XVIII. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Companys shareholders, customers, vendors, bankers and all other stakeholders for their continued support to its growth initiatives. Your Directors also wish to place on record, their appreciation of the contribution made by associates at all levels, who, through their competence, sincerity, hard work, solidarity and dedicated support, have enabled your Company to make rapid strides in its business initiatives. Your Directors also thank the Central and State Governments and their various agencies, particularly, the Ministry of Communication & Information Technology, Software Technology Parks of India, Departments of Customs and Central Excise, MCA, SEBI, Stock Exchanges, Reserve Bank of India, and other governmental agencies for extending their support during the year and look forward to their continued support.

On behalf of the Board of Directors of GSS America Infotech Limited

Sd/- Sd/- Mr. Bhargav Marepally Mr.Ramesh Yerramsetti

CEO & Managing Director Managing Director

Place: Hyderabad

Date: November 30, 2010

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