GSS Infotech Ltd — Proxy Solicitation & Information Statement 2026

Apr 7, 2026

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Date: 07.04.2026

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To To
Listing Department, The Corporate Relations Department,
National Stock Exchange of India Limited, BSE Limited
Exchange Plaza, Bandra Kurla Complex Phiroz Jeejeebhoy Towers, 25th Floor,
Bandra (E), Mumbai – 400051 Dalal Street Mumbai – 400001
Scrip Symbol: GSS Scrip Code – 532951/GSS
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Dear Sir/Madam,

Sub: Notice of Postal Ballot for appointment of Ms. Barsha Agrawal as Non-Executive Non-Independent Director of the Company

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Postal Ballot Notice for seeking approval of the Members of the Company for appointment of Ms. Barsha Agrawal (DIN:11539716) as the Non-Executive Non-Independent Director of the Company who is liable to retire by rotation.

The Notice has been sent to those Members, whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email IDs are registered with the Company/Depository Participant(s) as on Friday, 03[rd ] April, 2026 (cut-off date). Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses as per the instructions given in the enclosed Notice.

The e-voting period commences from 09:00 A.M. (IST) on Wednesday, 08th April, 2026 and ends at 05:00 P.M. (IST) on Thursday, 07[th] May, 2026.

Please take the above information on record.

Yours faithfully,

For GSS Infotech Limited

BHARGAV Digitally signed by BHARGAV MAREPALLY MAREPALLY Date: 2026.04.07 16:25:54 +05'30'

Bhargav Marepally Managing Director DIN: 00505098

GSS Infotech Limited

Reg Off: Wing-B, Ground Floor, N Heights, Plot No. 12, TSIIC Software Units Layout, Madhapur, Serilingampally Mandal,Rangareddy District, Hyderabad – 500081, Telangana, India Tel: 91 40 4455 6600 | E-mail: india@gssinfotech.com | www.gssinfotech.com CIN No: L72200TG2003PLC041860

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with applicable rules and SEBI Listing Regulations)

Dear Member(s),

Notice is hereby given that pursuant to the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard-2 issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations, the Company seeks approval of the Members by way of Postal Ballot through remote e-voting for the resolution set out below:

SPECIAL BUSINESS

Item No. 1: Appointment of Ms. Barsha Agrawal (DIN: 11539716) as Non-Executive NonIndependent Director liable to retire by rotation

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder, read with Schedule IV of the Act and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Barsha Agrawal (DIN: 11539716), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 12[th] February 2026 and who holds office up to the date of the ensuing General Meeting or for a period of three months from the date of appointment, in terms of Section 161 of the Act, and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing her candidature for the office of Director, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution.”

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Act setting out material facts is annexed hereto.

2. In compliance with MCA Circulars and SEBI Circulars, this Notice is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories as on Friday, 3[rd] April 2026.

3. The Company has engaged NSDL for providing remote e-voting facility.

4. The remote e-voting period commences on 08-04-2026 (Wednesday), 09:00 A.M. (IST) and ends on 07-05-2026 (Thursday), 05:00 P.M. (IST).

5. The voting rights of Members shall be in proportion to their shareholding as on the cutoff date, i.e. 03-04-2026 (Friday).

6. The Board of Directors has appointed Mr. Rupesh Kothari, Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

7. The results of the Postal Ballot will be announced on or before 09-05-2026 (Saturday) and will be displayed on the Company’s website and stock exchange websites.

8. The instructions for Members for e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e- Voting page. Click on companyname ore-Voting service

provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login Shareholders through their existing user id and password. Option will be made holding available to reach e-Voting page without any further authentication. securities in The users to login Easi / Easiest are requested to visit CDSL website demat mode www.cdslindia.com and click on login icon & New System Myeasi with CDSL Tab and then user your existing my easi username & password.

• After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the

e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below:

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example, if your DP ID is IN300
and Client ID is 12 then your user
ID is IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example, if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example, if folio number is 001
and EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
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1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your

‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to mail@rklaws.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to company.secretary@gssinfotech.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to company.secretary@gssinfotech.com. If you are an Individual shareholder holding securities in demat mode, you are requested to -

refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

ITEM No. 1

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors (the Board) had, at its meeting held on 12[th] February, 2026, approved the appointment of Ms. Barsha Agrawal (DIN: 11539716) as an Additional Director of the Company with effect from 12[th] February, 2026 until the date of next General Meeting or for a period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the Shareholders is being sought on the terms, conditions and stipulations for the appointment of Ms. Barsha Agrawal as a Non-executive Non-Independent Director of the company who is liable to retire by rotation.

The Company has received a notice under Section 160 of the Act proposing her candidature for the office of Director.

Ms. Barsha Agrawal possesses rich experience in Enterprise Risk Management, IT Audit, and Governance across Financial Services, IT, and CRO sectors. She has a board-ready perspective to strengthening internal controls, optimizing business processes, and ensuring regulatory compliance, and the Board considers that her association would be beneficial to the Company.

By qualification, Ms. Barsha Agrawal is a Chartered Accountant and Masters in Finance.

She is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given consent to act as Director.

Accordingly, the Board recommends the resolution set out in Item No. 1 for approval of the Members.

Except Mr. Sonu kumar, Chief Financial Officer and Company Secretary of the Company, none of the Directors or Key Managerial Personnel or their relatives are concerned or interested in the resolution.

The Board is pleased to welcome Ms. Barsha Agrawal and expresses confidence in her ability to play a pivotal role in guiding the Company through its next phase of growth and transformation. The Board, based on the recommendation of Nomination and Remuneration Committee, considers the appointment of Ms. Barsha Agrawal in the interest of the Company and recommends the Ordinary Resolution as set out in the Notice for approval of shareholders.

By Order of the Board of Directors

For GSS Infotech Limited

Sonu Kumar Company Secretary Place: Hyderabad Date: 07.04.2026

ANNEXURE

Details of Director seeking appointment (Pursuant to SEBI Listing Regulations & Secretarial Standard-2 on General Meeting)

Name	Ms. Barsha Agrawal
DIN	11539716
Age	42 Years
Qualification	Chartered Accountant
Experience	15 Years
Terms & Conditions of Appointment	Appointment as Non-Executive Non-Independent Rotational Director
Directorships in other companies	None
Shareholding in the Company	None
Relationship with other Directors/KMP	Spouse of Chief Financial Officer of the Company
Nature of Expertise	She has experience of over 15 years in Enterprise Risk Management, IT Audit and Governance across Financial services. She brings a unique combination of skills and value to any organization and ensure regulatory compliances.