DEAR MEMBERS, 

Your directors are pleased to present the 12th Annual Report along with the
audited financial statements of your Company for the financial year ended on 31st
March 2024. 

FINANCIAL PERFORMANCE SUMMARY 

Pursuant to notification dated 16th February 2015 issued by the Ministry of
Corporate Affairs, the Company has adopted the Indian Accounting Standards ("IND
AS") notified under the Companies (Indian Accounting Standards) Rules, 2015
prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time)
with effect from 1st April 2016 and the accounts are prepared under IND AS. 

The summary of the financial performance for the year is given below: 

Rs. in lakhs 


  

    
Particular
    
2023-24
    
2022-23
  
  

    
Revenue from operations
    
3325.11
    
1767.60
  
  

    
Other Income
    
33.63
    
379.87
  
  

    
Total Income
    
3358.74
    
2147.46
  
  

    
Total Expenses
    
3072.25
    
1695.01
  
  

    
Profit Before Tax
    
286.49
    
452.45
  
  

    
Tax Expenses
    

    

  
  

    
- Current Tax
    
0
    
0
  
  

    
- Deferred Tax
    
(2.66)
    
(3.08)
  
  

    
Profit After Tax
    
283.83
    
449.37
  
  

    
Other Comprehensive income (net of tax)
    
0
    
0
  
  

    
Total Comprehensive Income for the period / year
    
283.83
    
449.37
  
  

    
Earning Per Equity Share (EPS) for the period (Face Value of 10)
    

    

  
  

    
Basic
    
0.17
    
0.28
  
  

    
Diluted
    
0.17
    
0.28
  


REVIEW OF OPERATIONS: 

During the year under review the revenue of the Company increased from Rs. 1767.60
Lakhs to Rs. 3325.11 Lakhs, an increase of 88.11%. However, the profit after tax decreased
from Rs 449.37 Lakhs to Rs. 283.83 Lakhs, a decrease of 35.50%. Multiple reasons
contributed to this lower performance. Increased Operating Costs to expand its operations
to meet the growing demand for software development services, such as employee salaries,
infrastructure expenses. These rising costs offset the revenue growth and impact
profitability. 

The IT and software development sector is highly competitive, with numerous companies
vying for clients and projects. In such a competitive environment, companies may offer
competitive pricing or discounts to win contracts, which impacts profit margins. 

The COVID-19 pandemic and its aftermath have significantly affected the company's
operations and finances. Changes in working practices, project delays, and shifting client
priorities due to the pandemic could have played a role in the financial performance. 

DIVIDEND: 

Your directors recommended Dividend a final dividend of Rs 0.10 per equity share (5%)
of Rs.2/- each for the financial year ended 31st march, 2024 of the Company. 

CHANGES IN SHARE CAPITAL: 

As on March 31, 2024, the paid-up capital of the Company was Rs. 325,723,180/- divided
into 162,861,590 equity shares of Rs. 2/- each. During the year under review there is no
issue of equity shares with/ without differential Rights, sweat equity shares, Stock
Option etc., hence there was no change in the capital structure of the Company. 

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY: 

There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report. 

DIRECTORS AND KEY MANAGERIAL PERSONNEL: 

In accordance with the requirements of the Act and the Company's Articles of
Association, Mr. Rajesh Thakur (DIN: 08378490) and Ms. Veena Pani Chaudhary (02384169)
retires by rotation and being eligible, offers themselves for re-appointment. Relevant
resolutions (Ordinary or Special, as applicable) seeking shareholders' approval forms part
of the Notice of ensuing AGM. 

The following changes in KMP were taken: 

1. Resignation of Company Secretary Mr. Rohit Rawat (Membership No: A63300) from the
post w.e.f. 31st March, 2024. 

2. Appointment of Chief Financial Officer Mr. Pankaj Mittal w.e.f. 21.05.2024. 

3. The company has appointed Ms. Drashti Ketan Jain as Company Secretary and Compliance
officer w.e.f. 01/05/2024. 

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of
the names of all Independent Directors in the data bank maintained with the Indian
Institute of Corporate Affairs, Manesar (‘IICA'). Accordingly, all the Independent
Directors of the Company have registered themselves with IICA for the said purpose. In
terms of Section 150 of the Act read with the Companies (Appointment & Qualification
of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020,
since all the Independent Directors of the Company have served as Directors for a period
of more than three (3) years on the Board of Listed Company as on the date of inclusion of
their names in the database hence they are not required to undertake online proficiency
self-assessment test. 

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS: 

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has
been received from M/s. Chetan Patel & Associates, Practicing Company Secretaries,
that none of the Directors on the Board of the Company has been disqualified to act as
Director. The same is annexed as Annexure No V to the directors' report. 

DIRECTORS' RESPONSIBILITY STATEMENT: 

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, state the following: 

a. That in the preparation of the annual financial statements, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any. b. That such accounting policies have been selected and applied
consistently and judgement and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as of 31st
March 2024 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, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities. d.
That the annual financial statements have been prepared on a going concern basis. e. That
proper internal financial controls were in place and that the financial control was
adequate and were operating effectively. f. That proper system to ensure compliance with
the provisions of all applicable laws were in place and were adequate and operating
effectively. 

INSURANCE: 

The assets of the Company are adequately insured against the loss of fire and other
risks which are considered necessary by the management. 

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY: 

The details in respect of internal financial control and their adequacy are included in
Management Discussion and Analysis Report which forms part of this report. 

DEPOSIT: 

During the year under review, your Company has not accepted any fixed deposits within
the meaning of Section 73 of the Companies Act, 2013 read with rules made there under. 

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS: 

The Company has complied with applicable Secretarial Standards during the year under
review. 

CERTIFICATION: 

The members are informing that on August 27, 2021 your company has applied Reserve Bank
of India "RBI" for granting the license to operate as a Payment Aggregator under
the Payment and Settlement Systems Act, 2007, In response of our above application, on
December 07, 2022 RBI has granted In-Principle authorization to operate as a Payment
Aggregator. Members are further informing that the final approval from RBI received on 29th
January 2024. 

ENERGY CONSUMPTION: 

In recent the world providing support the green initiative and maximum utilization of
green energy plays a vital role in enhancing the value of the corporates as well as make
responsible among the society. Our company always keep in mind the same while acquiring
any new building for its operations which follows the industry's best standards and
practices for energy efficiency. Improving energy efficiency can not only lower utility
bills but also reduce greenhouse gas emissions significantly. Our strategy of constructing
highly efficient new premises and operational excellence in existing buildings has
significantly minimized the energy intensity. Smart automation continues to play a key
role in remote operations management and build resilience in the system. We strive to
exceed expectations by establishing new standards and introducing creative systems into
our structures, thus conserving energy. 

Energy-efficient IT infrastructure 

We have adopted a multi-pronged strategy to make our computer workload energy-efficient
and environment-friendly. The internal IT applications have been migrated to the public
cloud. All our employees have been enabled for cloud-based collaboration platform for
messaging, presence, video, and other requirements. Modernize the data center IT landscape
to make it future-ready, continues to yield high rewards. This initiative is expected to
deliver power savings and reduce the total cost of ownership for the organization. The
company is focusing on investing in Data Center Infrastructure Management (DCIM) tools to
get accurate visibility across the entire data center IT and facility stack, which is the
foundation for optimization initiatives. We provide storage capacity for employees,
revenue projects, and internal requirements on all flash storage with fabric pool and
storage grid technology. 

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION: 

An enterprise that senses, feels and responds in real-time this was the theme of our
transformation journey of the past years. It had to be a mobile-first approach so that
employees were connected to the organization wherever they were in the world and could
access the organization's assets to learn and contribute. The Company has a continuous
focus on energy conservation. Regular studies are conducted to analyze quantitative energy
conservation patterns and variances are rigorously scrutinized. The Company regularly
benchmarks its energy conservation levels and consistently works towards improving
efficiencies. 

FOREIGN EXCHANGE EARNING AND OUTGO: 

During the year company has no foreign earning and outgo. 

WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS: 

In line with the requirement of the Companies (Amendment) Act, 2017, effective from 31st
July 2018, the extract of annual return is no longer required to be part of the Board
Report. However, for the Compliance of Conditions of Section 92 and Section 134, draft
copy of the Annual Return for the financial year ended 31st March 2024 and
other policies of the Company shall be placed on the Company's website:
https://gvpinfotech.com/investor-relations/disclosures-under-regulation-46-of-the-lodr/. 

NUMBER OF BOARD MEETINGS: 

The Board of Directors met 9 (Nine) times on 29th April 2023, 18th
May 2023, 30th June 2023, 08th August 2023, 24th August
2023, 08th November 2023, 08th January 2024, 14th
February 2024 and 13th March 2024. The details of board meetings and the
attendance of the Directors are provided in the Corporate Governance Report which forms
part of this Report. 

The maximum interval between any two meetings was well within the maximum allowed gap
of 120 days. 

INDEPENDENT DIRECTORS' MEETING 

The Independent Directors met once during the year under review, without the attendance
of Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of non-independent directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties. 

BOARD EVALUATION: 

The Board implemented a formal mechanism for assessing its performance and as well as
that of its committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a designed assessment process covering various features
of the Boards functioning such as composition of the Board & committees, experience
& proficiencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc. 

INVESTOR EDUCATION AND PROTECTION FUND (IEPF): 

Your company does not have any amount of dividend which is unpaid. Therefore, the
provisions related to transfer the unpaid dividend to Investor Education and Protection
Fund (IEPF) does not apply to the Company. 

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: 

Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION: 

The Company's policy on directors' appointment, remuneration and other matters provided
in Section 178 (3) of the Companies Act, 2013 is available on the website of the Company
i.e.
https://gvpinfotech.com/wp-content/uploads/2024/05/Nomination-And-Remuneration-Policy.pdf 

CORPORATE SOCIAL RESPONSIBILITY: 

Our company does not fall under the criteria as prescribed under section 135 of
companies Act 2023. 

Therefore, the requirement to form the Corporate Social Responsibility "CSR"
committee and provision regarding minimum expenditure does not applicable to the company. 

PARTICULARS OF EMPLOYEES: 

The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, pertaining to remuneration and other details as
required under Section 197 (12) of the Companies Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as
Annexure VI of this report. 

CORPORATE GOVARNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT: 

A separate report on Corporate Governance compliance and a Management Discussion and
Analysis Report as stipulated by Listing Regulations forms part of this Annual Report
along with the required Certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated is received from Chetan
Patel & Associates, Practicing Company Secretaries. 

In compliance with Corporate Governance requirements, your Company has formulated and
implemented a Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance thereto. 

FORMATION OF VARIOUS COMMITTEES: 

Details of various committees constituted by the Board of Directors as per the
provision of the SEBI Listing Regulations and the Companies Act 2013 are given in the
Corporate Governance Report annexed with this report as Annexure - II. 

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE: 

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with rules made thereunder, Your Company has
constituted Internal Complaints Committee which is responsible for redressal of complaints
related to sexual harassment. During the year under review, there were no complaints
pertaining to sexual harassment. The Company is compliant of all applicable provisions of
the said Act. 

EXTRACT OF ANNUAL RETURN: 

Pursuant to Companies Amendment Act, 2017 and Rule 12 (substituted from time to time)
of the Companies (Management and Administration) Rules, 2014, the requirement of attaching
Extract of Annual Return in Form MGT-9 with Board Report has been discontinued. 

The draft of the Annual Return of the Company for the financial year 2023-24 in form
MGT-7 will be placed on the website of the Company at
https://gvpinfotech.com/investor-relations/disclosures-under-regulation-46-of-the-lodr/. 

RELATED PARTY TRANSACTIONS: 

All the related party transactions entered into during the financial year 2023-24 were
on an arm's length basis and were in the ordinary course of business. Your Company has not
entered into any transactions with related parties which could be considered material in
terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related
party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form
AOC 2 is not applicable. 

SECRETARIAL AUDIT REPORT: 

GVP INFOTECH LIMITED 

Pursuant to the provisions of Section 204 of the Act read with the rules made
thereunder, your Company had appointed M/S Chetan Patel & Associates, Practicing
Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report for financial year 2023-24 is annexed which forms part of this report as Annexure -
B. 

Reply to Observations in Secretarial Audit Report: 

1. Regarding non maintaining of Minimum Public Shareholding requirement, the management
stated that they would achieve Minimum Public Shareholding requirements within period of 3
years from the date of such fall i.e. date of listing of such shares by stock exchange
06.09.2022. 

2. Regarding composition of Board of Directors, the management stated that due to mis
calculation company had retired other director in place of director who was liable to
retire by rotation. Further, nothing has been done wilfully or with malafide intention. 

INTERNAL AUDITORS: 

The Board of Directors in its meeting held on 29th April 2023 had
reappointed Ms. Nanda Choudhary, Practicing Company Secretary, as an internal auditor for
F.Y. 2023-24. 

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL: 

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations. 

AUDITORS' & AUDITORS' REPORT: 

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder,
as amended from time to time, the company in its 11th annual general meeting
held on Friday, 29th day of September 2023 has appointed M/s. Purushottam
Khandelwal & Co. (FRN: 123825W), "the Auditor" as statutory auditors of the
Company from the conclusion of 11th Annual General Meeting till the conclusion
of the Annual General Meeting of the Company to be held in the calendar year 2024,, on
such remuneration (including fees for certification) and reimbursement of out of pocket
expenses for the purpose of audit as may be fixed by the Company in consultation with the
said Statutory Auditor. 

Notes to the financial statements referred to in the Auditors Report are
self-explanatory and therefore do not call for any comments under Section 134 of the Act.
The Auditors' Report is enclosed with the financial statements in this Annual Report. 

Further on 30/08/2024, the board of directors of the company recommended the
appointment of auditor as detailed in the notice of this annual report. 

ACKNOWLEDGMENT: 

Your directors place on records their appreciation of the sincere and devoted services
rendered by all employees of the company and the continued support and confidence of the
customers. The Board expresses special thanks to progressive farmers of Maharashtra who
have worked hard to achieve International Standards in the quality of their produce. The
Board also expresses its sincere thanks to Axis Bank Ltd and their officers, Agricultural
and Processed Food Products Export Development Authority (APEDA), Ministry of Food
Processing Industry (MFPI) and all other well-wishers, for their timely support. 


  

    
Date: 30.08.2024
    
By order of the Board
    

  
  

    

    
For GVP Infotech Limited
    

  
  

    
Registered Office
    
Sd/-
    
Sd/-
  
  

    
Office No. 710, Naurang House
    
Rajesh Thakur
    
Dhaval Mistry
  
  

    
Kasturba Gandhi (KG) Road,
    
Managing Director
    
Director
  
  

    
Connaught Place New Delhi 110001
    
(DIN: 08378490)
    
(DIN: 03411290)