The Directors are pleased to present the 29^th Annual Report of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31^st March, 2024.

2. BUSINESS PERFORMANCE

Consolidated Revenue stood at ' 49,422 Lakhs for the year ended March 31, 2024 which is an increase of 31% on a Revenue of ' 37,654 Lakhs achieved for March 31, 2023. Total Revenue on a Standalone basis for the year ended 31^st March 2024 stood at ' 48,150 Lakhs which is an increase of 34% from the Total Revenue of ' 36,001 Lakhs reported for year ended 31^st March, 2023.

Increase in revenue has come from all segments of the business within India except warranty management services division. India standalone business was good during the year with the company winning some large infra products and services projects. However, the US market continued to be sluggish due to recession and continuing Russia and Ukraine war.

Growth in Revenue and Margins from India and loss curtailed at Dubai subsidiary which has gone in for liquidation helped the company improve the consolidated EBITDA for the financial year ended 31^st March 2024 to ' 3,559 Lakhs compared to ' 3,381 Lakhs for the year ended 31^st March 2023. EBITDA on a standalone basis for the year ended 31^st March 2024 was ' 3,863 Lakhs compared to ' 3,414 Lakhs for the year ended 31^st March 2023.

The company's consolidated and standalone performance was profitable with a PBT of ' 864 Lakhs after adjusting for losses from discontinued operations and ' 2,657 Lakhs respectively for March 31, 2024. The company started voluntary liquidation process of its subsidiary company in Dubai due to continued losses. The Results of the discontinued operations are shown as separate line items in the Financial Statements of the current period as per IAS 105.

3. DIVIDEND

The Company has made profit in the financial year 20232024. However the retained earnings of the company is still in negative and hence the Directors of the company do not recommend any dividend for the year ended 31^st March, 2024.

4. HUMAN RESOURCES DEVELOPMENT

Ensuring the acquisition and retention of top-tier talent remains the primary objective of our HR function, a commitment substantiated by tangible outcomes reflecting the pivotal role of the Human Resource function in the company's growth trajectory and strategic endeavours. Recognizing that people are the cornerstone of its competitiveness, the company

remains steadfast in its commitment to nurturing talent by harnessing the power of technology.

To achieve this, the Company has set in place an agile Talent Acquisition System designed to swiftly respond to business needs by ensuring a steady stream of skilled resources.

The head count of the company was 1621 as on 31^st March, 2024.

Employing a robust on boarding model, the company effectively integrates newly acquired associates into its cultural fabric, fostering a sense of belonging and alignment with organizational values.

The learning and development team working as part of the Human Resources function has imparted 4079 man-days of training to employees on various technology solutions and skill development.

Acknowledging the rapid evolution of technology, we proactively engage in training initiatives, arming our workforce with the acumen to navigate emerging complexities, meet market demands, and consistently deliver exemplary service to our clients. Emphasizing performance enhancement through ongoing training and development stands as a cornerstone of the HR strategy.

Furthermore, the company places paramount importance on fostering open, transparent communication channels with employees, as evident from the voluntary attrition rate during the year, which was 30 percent, aligning with prevailing industry standards amidst dynamic market conditions.

5. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

ISL is committed to assure Delivery certainty and Quality to its customers. As part of this commitment, ISL teams have embraced CMMI Level 5 Development 2.0 Process and metrics based framework that needs continuous improvement giving scope to bettering processes. This journey resulted in getting certified in CMMI Level 5 certification.

The processes adopted are helping to continuously look into our processes for improvement.

In FY 2023-2024 the company kept the Quality Management Systems updated with continued investment in technologies, infrastructure and processes.

The company has certifications for:

• ISO 9001:2015 (Quality Management System)

• ISO 27001:2013 (Information Security Management System)

• ISO 20000-1:2018 (Service Management System)

• CMMI Level 5 Dev 2.0

• ISO 14001:2015 (Environmental Management System)

• SOC 2 Type II (System and Organization Controls).

The Company has various policies, processes and systems in place that will not only enable strengthening and smooth functioning of the operations but also improve the quality of operations.

6. DOCUMENTS PLACED ON THE WEBSITE (www.inspirisys.com)

The following documents have been placed on the Company's website in compliance with the Companies Act:

a. Consolidated and Standalone Financial Statements of the Company.

b. Separate audited accounts in respect of subsidiaries as per fourth proviso to Section 136(1).

c. Details of Vigil Mechanism for Directors and Employees to report genuine concerns as per proviso to Section 177(10).

d. The terms and conditions of appointment of Independent Directors.

e. Details of unpaid dividend as per Section 124(2).

7. SUBSIDIARY COMPANIES

The company has only one operational subsidiary company Inspirisys Solutions North America a wholly owned subsidiary registered in the State of California, USA as on 31^st March, 2024. The other wholly owned subsidiaries in Japan, UK, Delaware, USA and India had suspended operations since March 2020, March 2022 and March 2019 respectively. During the financial year ended March 31, 2024 the wholly owned subsidiary in United Arab Emirates (Dubai) has started the process of voluntary liquidation. The Company also has a branch office in Singapore. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). The Statutory Audit Report of the Subsidiary Companies for the financial year are placed before the Audit Committee and reviewed by them. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries is in Form No. AOC-1, which forms part of this Annual Report.

As required by the SEBI (LODR) Regulations, 2015 the Company has adopted the regulations and formulated a Policy for determining Material Subsidiaries and the said policy is available on the Company's website www.inspirisys.com. As per the policy the wholly owned subsidiary Inspirisys Solutions IT Resources Limited is material subsidiary of the Company

in accordance with the SEBI (LODR) Regulations, 2015 for the year under purview. The material subsidiary of the Company has also undertaken the Secretarial Audit in line with the requirements of Regulation 24A of SEBI (LODR) Regulations 2015.

8. CORPORATE GOVERNANCE REPORT REQUIRED UNDER SEBI (LODR) REGULATIONS, 2015

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The report on Corporate Governance as per the SEBI (LODR) Regulations 2015 forms part of the Annual Report. The Certificate from the Practising Company Secretaries of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

9. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report and various initiatives and future prospects of the Company for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate Annexure II that forms an integral part of this Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

11. they 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 the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

On the basis of the internal financial control framework and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors, including Internal Financial Controls Audit over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board committees, including the Audit committee, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during the financial year 2023-2024.

11. STATUTORY AUDITOR'S REPORT

Management response to the qualification in the Statutory

Auditor's Report : -

As disclosed with Note 7c to the Standalone Financial and Consolidated Financial Statements, the Company has a trade receivable of ' 4,049 Lakhs as on 31 March 2024 (' 4,033 Lakhs as on 31 March 2023) from one of its subsidiary company Inspirisys Solutions North America, Inc (ISNA). The balance reflects accumulation of receivables since 2018-19. ISNA, the wholly owned subsidiary of Inspirisys Solutions Limited (ISL), India is the marketing arm for the offshore services offered and delivered to the US customers of ISNA from ISL India. ISNA has been working with customers in North America and have been engaging them for onsite business in the US and offshore business for ISL India. The trade receivables in the books of ISL India represents services performed and billed on ISNA over the years in respect of offshore services for the clients of ISNA. The Management is working on turning around the business performance of ISNA and are hopeful of generating profits to pay ISL India against the trade receivables and to this effect have drawn up business plans for the subsidiary for the next few years. In view of the above, the Management considers not making any provision towards any expected credit loss against these Accounts Receivable from ISNA including GST liability if any on such export receivables together with interest thereon as we are hopeful of collecting the dues from ISNA. The impact of non-compliance with Clause C.20 of the Master Direction - Export of Goods and Services (Updated as on 22^nd November, 2022) for non-realization of export proceeds within stipulated timeline has been determined to be immaterial to the standalone & consolidated financial statements.

12. IMPORTANT DISCLOSURES MADE BY THE COMPANY UNDER REGULATION 30 OF THE SEBI (LODR) REGULATIONS, 2015 TO THE STOCK EXCHANGES

• Proceeding of the 28^th Annual General Meeting of the Company dated on 30^th June, 2023.

• Details of pendency of litigations / disputes which have impact on the Company as per Schedule III, Part A, and Part B which is a material event disclosed upon application of the guidelines for material referred in sub regulation (4) of Regulation 30 of SEBI (LODR) Regulations, 2015 dated on 14^th August, 2023.

• Received the copy of SEBI final order no. QJA/GG/CFID-SEC4/29359/2023-24 dated on September 20, 2023.

• Intimation regarding initiation of Voluntary Winding Up and Liquidation of Inspirisys Solutions DMCC a wholly-owned subsidiary dated on 28^th September, 2023.

• Company received the Initial Public Announcement in respect of Voluntary Delisting of Equity Shares from the Manager of the Offer dated on 10^th November, 2023.

• Board of Directors of the Company approved the proposal of Voluntary Delisting of the Equity Shares dated on 16^th November, 2023.

• Proceedings relating to the resolutions passed by way of Postal Ballot through e-voting by the Shareholders 30^th December, 2023.

• Received In-Principle Application Approval from both the Stock Exchanges dated on 28^th March, 2024.

• Company received the Detailed Public Announcement and Letter of Offer dated on 30^th March, 2024.

• Formation of Independent Directors Committee for the recommendations in relation to the Voluntary Delisting of equity shares of the Company dated on 01^st April, 2024.

• Outcome of the Reverse Book Building Process pursuant to Regulation 17(3) of the SEBI Delisting of Equity Shares Regulations 2021 dated on 19^th April, 2024.

• Submission of post offer public announcement for failure of voluntary delisting offer from BSE and NSE dated on 23^rd1 April, 2024.

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

The Company has strong commitment towards conservation

of energy and adoption of latest technology in its areas of

operations. The particulars as prescribed under Rule 8(3) of the

Companies (Accounts) Rules, 2014, are set out in an Annexure-

III that forms an integral part of this Report.

As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received written consent and certificate from M/s. MSKA & Associates, Chartered Accountants, to the effect that their appointment, if made, would be in conformity with the limits specified in the section.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. M.Alagar, Managing Partner (Membership No. F7488 and CoP No. 8196) of M/s. M. Alagar & Associates, Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report is annexed as Annexure IV to this report. The said Secretarial Audit report does not contain any qualifications, reservations or adverse remarks.

Inspirisys Solutions IT Resources Limited, an unlisted material subsidiary of the Company has obtained Secretarial Audit Report from a Practising Company Secretary and it does not have any qualification or adverse remark. The same is available on the Company's website i.e. www.inspirisys.com/investors

17. PARTICULARS OF EMPLOYEES

Disclosures pertaining to the remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annual Report. In terms of Section 197(12) of the Companies Act, 2013 read with rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the annexures relating to the details of the employees who draw remuneration in excess of the limits in terms of the above provisions and the statement containing the name of top ten employees in terms of remuneration drawn are excluded in the Annual Report which is being sent to the Shareholders of the Company in terms of the first proviso to Section 136(1) of the Companies Act, 2013. The aforesaid annexures are available for inspection in electronic mode and any member interested in obtaining a copy of the same may write to the Company Secretary.

18. FIXED DEPOSITS FROM PUBLIC

The Company has not accepted deposits either from public falling within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 and the rules framed thereunder and as such no amount on account of principal or interest on deposits were outstanding - as on the date of Balance Sheet.

19. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, Corporate Social Responsibility Committee was formed by the Company to recommend:

(a) the policy on Corporate Social Responsibility and

(b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. The policy on Corporate Social Responsibility is available on the company's website www.inspirisys.com. Detailed report on CSR activities in the prescribed format is forming part of this annual report as annexure.

As a responsible Corporate Entity, at Inspirisys Solutions Limited, we always strive to make a positive and lasting impact on our environment and the community we operate in. In the year 2023-24, the company through its CSR efforts initiated a collaborated CSR Program on "Special Education for 23 Students" between Inspirisys Solutions Limited & Anandam (A registered Public Charitable Trust under Indian Trust Act, 1882).

This program helped the students for Special Educators, Physio/Occupational Therapy, Speech Therapy, Athletic Sports Coach, Counsellor, Caregivers, Skating Activities, Assessment Consultation, Functional Academics, Therapy Activities for daily living, Outbound Training, Teachers Training Programs, Parent Training Orientation and Home visits for remedial & Therapy. Through this programme, around 23 students are benefited.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs) Directors

Mr. Toru Horiuchi, (DIN: 08111162) Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The brief profile of the Director is furnished in the Notice convening the AGM of the Company.

21. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace which is in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy has been formed in order to prohibit, prevent or deter the commission acts of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under the Policy and the Policy is gender neutral. During the year there were no cases pending for disposal.

22. ACKNOWLEDGEMENTS

The Directors take this opportunity to thank the Company's employees, customers, vendors, investors, alliance partners, business associates, bankers for their continuous support given by them to the Company and their confidence reposed on the management. The Directors also thank the Central and the State Governments in India, Governments of the countries where the Company has operations and concerned Government departments and agencies for their continued co-operation. The Directors acknowledge the unstinted commitment and valuable contribution made by all members of the Inspirisys family.