Detailed Summary

Key Quantitative Figures & Financial Results

Standalone Financial Results (Quarter ended June 30, 2026):

  • Total Income: ₹952.10 Lakhs (Revenue from Operations: ₹932.82 Lakhs; Other Income: ₹19.29 Lakhs)
  • Total Expenses: ₹1,006.98 Lakhs (Employee benefits: ₹571.25 Lakhs; Depreciation: ₹155.11 Lakhs; Finance Cost: ₹59.06 Lakhs; Other expenses: ₹221.56 Lakhs)
  • Loss before tax: ₹54.87 Lakhs
  • Loss for the period: ₹54.87 Lakhs
  • Basic & Diluted EPS: (₹0.98) per share of face value ₹10 each

Consolidated Financial Results (Quarter ended June 30, 2026):

  • Total Income: ₹3,392.00 Lakhs (Revenue from Operations: ₹3,304.36 Lakhs; Other Income: ₹87.64 Lakhs)
  • Total Expenses: ₹3,697.13 Lakhs (Purchase of Stock-in-Trade: ₹2,152.98 Lakhs; Employee benefits: ₹909.59 Lakhs; Depreciation: ₹204.48 Lakhs; Finance Cost: ₹82.84 Lakhs; Other expenses: ₹347.25 Lakhs)
  • Loss before tax: ₹305.12 Lakhs
  • Loss for the period: ₹305.12 Lakhs
  • Net Profit/(Loss) attributable to Owners of the Company: (₹43.35 Lakhs)
  • Basic EPS: (₹0.73); Diluted EPS: (₹0.57) per share of face value ₹10 each

The Statutory Auditors, M/s. Mehta & Mehta, have issued an unmodified Limited Review Report on both standalone and consolidated results, with Emphasis of Matter paragraphs regarding the proposed acquisitions (see below).

Acquisitions Approved (Subject to Shareholder Approval)

The Board approved the rescission of previous special resolutions from the EOGM held on February 12, 2026, and approved new terms for three acquisitions:

1. Acquisition of 47.47% stake in Antworks Solutions India Private Limited (ASIPL)

  • Equity Shares Acquired: 77,54,506 shares
  • Total Purchase Consideration: ₹37,99,70,794
  • Price per share: ₹49
  • Consideration: To be discharged via issuance and allotment of 77,54,506 fully paid-up equity shares of GTT (face value ₹10 each) at ₹49 per share (including a premium of ₹39 per share).
  • Valuation: Done by M/s Experity Advisors LLP (IBBI Reg. No. IBBI/RV-E/06/2020/119).
  • Industry: Information Technology (Intelligent Document Processing and AI-driven automation).
  • Turnover (Last 3 yrs): FY2024-25: ₹2,036.41 Lakhs; FY2023-24: ₹1,908.19 Lakhs; FY2022-23: ₹2,630.42 Lakhs.
  • This is a Related Party Transaction. Indicative timeline: On or before December 31, 2026.

Preferential Allotment for ASIPL Acquisition (Annexure C & C-1):

  • Securities: Equity Shares of ₹10 face value.
  • Type: Preferential Issue for consideration other than cash (share swap).
  • Total Number: 77,54,506 shares
  • Total Amount: ₹37,99,70,794
  • Issue Price: ₹49 per share (Premium: ₹39).
  • Number of Investors: 113. Includes one promoter group entity (Sangli-Miraj Commercial Ventures Pvt Ltd allotted 378,612 shares) and two KMPs (Govind Paliwal allotted 14,668 shares; Ebrahim S Nimuchwala allotted 10,668 shares).

2. Acquisition of 48.95% stake in Insurants AI Limited (IAL), UK

  • Equity Shares Acquired: 4,895 shares
  • Total Purchase Consideration: ₹9,33,03,595
  • Price per share: ₹19,061
  • Consideration: To be discharged via issuance and allotment of 19,04,155 fully paid-up equity shares of GTT (face value ₹10 each) at ₹49 per share (including a premium of ₹39 per share).
  • Valuation: Done by M/s Experity Advisors LLP.
  • Industry: Information Technology (AI-powered services for insurance sector).
  • Turnover (Last 3 yrs in £): FY2024-25: 7,667; FY2023-24: 4,982; FY2022-23: 121,951.
  • Not a Related Party Transaction. Requires compliance under FEMA 1999. Indicative timeline: On or before December 31, 2026.

Preferential Allotment for IAL Acquisition (Annexure D & D-1):

  • Total Number: 19,04,155 shares
  • Total Amount: ₹9,33,03,595
  • Issue Price: ₹49 per share (Premium: ₹39).
  • Number of Investors: 3 (all Non-Promoter): Hamad Jabor J J Al Thani (8,70,582 shares), Michael John Hobday (2,17,451 shares), EHO LLC (8,16,122 shares).

3. Acquisition of 100% stake in STRATIS Management and IT Consulting LLC (Hungary)

The acquisition is structured in two parts:

  • (a) Acquisition of 10% (10,380 shares) via Share Swap: Purchase Consideration of ₹10,42,67,100 at ₹10,045 per share. To be discharged by issuing 21,27,900 equity shares of GTT (₹10 FV) at ₹49 per share (Premium ₹39).
  • (b) Acquisition of remaining 90% (93,420 shares) via Cash: Purchase Consideration of up to Euro 9 million (EUR 9,000,000), payable in tranches by GTT Data Solutions Limited or a WOS.
  • Valuation: Done by M/s Experity Advisors LLP.
  • Industry: Information Technology (Management consulting and IT services).
  • Turnover (Last 3 yrs in HUF Thousand): 2025: 34,80,444; 2024: 33,99,579; 2023: 31,48,605.
  • Not a Related Party Transaction. Requires compliance under FEMA 1999. Indicative timeline: On or before March 31, 2027.

Preferential Allotment for STRATIS Acquisition (10% part) (Annexure E & E-1):

  • Total Number: 21,27,900 shares
  • Total Amount: ₹10,42,67,100
  • Issue Price: ₹49 per share (Premium: ₹39).
  • Number of Investors: 7 (all Non-Promoter), including Biro Zoltan (5,88,350 shares), Benedek Peter (4,73,755 shares), Lencse Zoltan Laszlo (3,91,755 shares).

Corporate Governance & Other Board Approvals

  • Director Re-appointment: Noted that Mr. Kaushal Uttam Shah (DIN: 02175130), Director, is liable to retire by rotation at the ensuing 40th AGM and has offered himself for re-appointment.
  • Resignation of Internal Auditor: Noted the resignation of M/s. DND & Associates, Chartered Accountants (FRN: 142355W), as Internal Auditor.
  • Appointment of Internal Auditor: Approved the appointment of M/s. AOK & Associates, Chartered Accountants, as Internal Auditor with effect from August 13, 2026.
  • Resignation of Statutory Auditor: Noted the resignation of M/s. Mehta & Mehta, Chartered Accountants (FRN: 016513C), as Statutory Auditors, effective close of business on August 13, 2026, upon completion of the Limited Review Report for Q1. The reason cited was "capacity and resource realignment within their firm".
  • Appointment of Statutory Auditor: Approved, subject to member confirmation, the appointment of M/s. N A M M & Associates, Chartered Accountants (FRN: 037143C), to fill the casual vacancy. They are to hold office until the conclusion of the ensuing AGM and for a further 5 consecutive years thereafter subject to member approval.
  • 40th Annual General Meeting (AGM): Decided to convene the 40th AGM through VC/OAVM on Saturday, September 12, 2026. Approved the draft notice for the AGM.
  • Wholly Owned Subsidiary (WOS) in Hungary: Approved the proposal for potential incorporation of a WOS in Hungary to facilitate investments/acquisitions in the European market. Authorized MD Mr. Pankaj Ramesh Samani to evaluate and take decisions.
  • Product Development: Noted that the company capitalized ₹135.99 Lakhs during the quarter on product development activities (intangible under development).

Subsidiary Update

  • CRG Solutions Private Limited continues to be a subsidiary. An advance of ₹900.00 Lakhs paid for acquiring the remaining 22.19% stake is disclosed as "Other Financial Assets / Advances" (Standalone) and "Advance towards acquisition of noncontrolling interest" (Consolidated), as share transfer formalities were pending as of June 30, 2026.

Meeting Logistics

  • The Board meeting commenced at 06:30 PM IST and concluded at 10:30 PM IST on August 13, 2026.

Annexures

  • The filing includes Annexures A to H, containing the Financial Results, Limited Review Reports, and detailed disclosures for the acquisitions and auditor appointments as required by SEBI regulations.