Inspirisys Solutions Ltd Auditor Reports

To the Members of Inspirisys Solutions Limited

Report on the Audit of the Standalone Financial Statements
Qualified Opinion

1. We have audited the accompanying standalone financial
statements of Inspirisys Solutions Limited (Rs.the CompanyRs.),
which comprise the Balance Sheet as at 31 March
2024, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flow
and the Statement of Changes in Equity for the year then
ended and notes to the standalone financial statements,
including material accounting policy information and
other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, except for the
possible effect of the matter described in the Basis for
Qualified Opinion section of our report, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (Rs.the ActRs.) in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (Rs.Ind
ASRs.) specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 and
other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March 2024,
and its profit (including other comprehensive income), its
cash flows and the changes in equity for the year ended
on that date

Basis for Qualified Opinion

3. As detailed in Note 7(c) to the standalone financial
statements, the Company has reported an amount of
Rs. 4,049 Lakhs as trade receivables from its wholly owned
subsidiary, Inspirisys Solutions North America, Inc.,
USA as at 31 March 2024 which are significantly overdue.
Further, due to non-realization of aforesaid trade
receivables within the prescribed time limit, the Company
is in non-compliance with Clause C.20 of the Master
Direction - Export of Goods and Services (Updated as on
November 22, 2022) ("Master Direction") and is liable
to pay Goods and Service Tax (GST) liability along with
interest and penalty on such export sales in accordance
with sub rule 1 of 96A of Central Goods and Service Tax
(CGST) Rules, 2017. The impact of noncompliance with the
Master Direction for non-realization of export proceeds
within stipulated timeline has been determined by the

Management to be immaterial to the standalone financial
statements. The management is confident of recovering
the aforesaid receivables from the subsidiary based on
the business plans as detailed out in the management
note and accordingly, no expected credit loss provision
has been made against such long outstanding receivables
under Ind AS 109, Financial Instruments and no provision
is recognized towards aforesaid GST liability including
interest and penalty. However, in the absence of sufficient
appropriate audit evidence regarding the timing and
extent of cash flows that will be available with the
subsidiary to settle these dues, we are unable to comment
upon the recoverability of the carrying value of the said
trade receivables as at 31 March 2024 and impact on
GST liability, including penalty and interest that may be
levied, and the consequential impact thereof, if any, on
the accompanying standalone financial statements.

Our report on audited standalone financial statement for
the year ended 31 March 2023 has been qualified in this
regard.

4. We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act.
Our responsibilities under those standards are further
described in the AuditorRs.s Responsibilities for the Audit of
the Standalone Financial Statements section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India (Rs.ICAIRs.) together with the ethical
requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the
rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide
a basis for our qualified opinion.

Key Audit Matter

5. Key audit matters are those matter that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.

6. In addition to the matters described in the Basis for
Qualified Opinion, we have determined the matters
described below to be the key audit matters to be
communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Recoverability assessment of trade receivables	Our audit procedures in relation to recoverability assessment of trade receivables included but were not limited to the following:
Refer Note 2(s) for accounting policy for impairment of trade receivables and Note 38(e) for credit risk disclosures.	• Obtained a detailed understanding of revenue recognition and receivables provisioning policies, design of controls and how they are being applied.
The Company has reported trade receivables of 15,625 Lakhs as at 31 March 2024 and expected credit losses allowance of 1,963 lakhs as detailed in Note 7 of the accompanying standalone financial statements.	• Tested the design and operating effectiveness of controls that the company has established in relation to revenue recognition.
Due to customer profile, the Company has significant receivable balances that are past the credit period for the product as well as services operating segments. The management measures expected credit loss on its trade receivables using lifetime expected loss model as prescribed by Ind AS 109: Financial Instruments, which involves significant management judgements and estimates.	• On a sample basis, we rolled out and obtained direct receivables confirmations from the customers of the Company having outstanding receivable balances as at balance sheet date, for ensuring the acknowledgement of debt by the customer.
Considering the materiality of trade receivables balances to the Companys financial statements and the multiple estimates and judgements involved in the estimation of expected credit losses, this matter is considered as a key audit matter for the current year audit.	• Where responses to direct confirmations were not received, subsequent realization of the outstanding invoices or customer acknowledgement of goods received, or services rendered was assessed to ensure the acknowledgement of debt by the customer.
	• We tested the expected credit loss model including assumptions and underlying computation basis past historical results and our understanding of the business.
	• We also tested and considered analysis of ageing of receivables and payments received subsequent to year end to identify potentially impaired balances.
	• Ensured appropriateness and adequacy of disclosures made in the financial statements with respect to the trade receivables and provisioning thereof in accordance with applicable accounting standards.

Information other than the Financial Statements and
AuditorRs.s Report thereon

7. The CompanyRs.s Board ot Directors are responsible tor
the other intormation. The other intormation comprises
the intormation included in the Annual Report, but does
not include the standalone financial statements and our
auditorRs.s report thereon. The Annual Report is expected
to be made available to us after the date ot this auditorRs.s
report.

Our opinion on the standalone financial statements does
not cover the other intormation and we will not express
any form of assurance conclusion thereon.

In connection with our audit ot the standalone financial
statements, our responsibility is to read the other
intormation identified above when it becomes available
and, in doing so, consider whether the other intormation
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

When we read the Annual Report, it we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements

8. The accompanying standalone financial statements have
been approved by the CompanyRs.s Board ot Directors.
The CompanyRs.s Board ot Directors is responsible tor the
matters stated in section 134(5) ot the Act with respect
to the preparation and presentation ot these standalone
financial statements that give a true and tair view ot the
financial position, financial pertormance including other
comprehensive income, changes in equity and cash flows
ot the Company in accordance with the Ind AS specified
under section 133 ot the Act and other accounting
principles generally accepted in India. This responsibility
also includes maintenance ot adequate accounting
records in accordance with the provisions ot the Act
for safeguarding of the assets of the Company and for
preventing and detecting trauds and other irregularities;
selection and application ot appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance ot adequate internal financial controls, that
were operating effectively tor ensuring the accuracy and
completeness ot the accounting records, relevant to the
preparation and presentation ot the financial statements

that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

9. In preparing the financial statements, the Board of
Directors is responsible for assessing the CompanyRs.s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using
the going concern basis of accounting unless the Board
of Directors either intend to liquidate the Company or to
cease operations, or has no realistic alternative but to do
so.

10. Those Board of Directors is also responsible for overseeing
the CompanyRs.s financial reporting process.

AuditorRs.s Responsibilities for the Audit of the Standalone
Financial Statements

11. Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditorRs.s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these financial statements.

12. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act we
exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control;

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management;

• Conclude on the appropriateness of Board of
DirectorsRs. use of the going concern basis of accounting
and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
CompanyRs.s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditorRs.s report
to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditorRs.s
report. However, future events or conditions may
cause the Company to cease to continue as a going
concern;

• Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in a
manner that achieves fair presentation; and

13. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

14. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

15. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
of the current period and are therefore the key audit
matteRs.We describe these matters in our auditorRs.s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act based on our
audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the
provisions of and limits laid down under section 197 read
with Schedule V to the Act.

17. As required by the Companies (AuditorRs.s Report) Order,
2020 (Rs.the OrderRs.) issued by the Central Government of
India in terms of section 143(11) of the Act we give in
the Annexure-A a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

18. Further to our comments in Annexure-A, as required by
section 143(3) of the Act based on our audit, we report, to
the extent applicable, that:

a) We have sought and except for the matter described in
the Basis for Qualified Opinion section, obtained all the
information and explanations which to the best of our
knowledge and belief were necessary for the purpose
of our audit of the accompanying standalone financial
statements;

b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books except for the possible
effects of the matter described in the Basis for Qualified
Opinion section and except for the matters stated in
paragraph 18(h)(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014 (as
amended);

c) The standalone financial statements dealt with by this
report are in agreement with the books of account;

d) Except for the possible effects of the matter described in
the Basis for Qualified Opinion section,in our opinion, the
aforesaid standalone financial statements comply with
Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received
from the directors and taken on record by the Board of
Directors, none of the directors are disqualified as on 31
March 2024 from being appointed as a director in terms
of section 164(2) of the Act;

f) The qualification relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph 3 of the Basis for Qualified Opinion section and
paragraph 18(b) above on reporting under section 143(3)

(b) of the Act and paragraph 18(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company as on 31 March 2024 and the operating
effectiveness of such controls, refer to our separate report
in Annexure B wherein we have expressed a modified
opinion; and

h) With respect to the other matters to be included in
the AuditorRs.s Report in accordance with rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as amended),
in our opinion and to the best of our information and
according to the explanations given to us

i. The Company, as detailed in note 40 to the standalone
financial statements, has disclosed the impact of
pending litigations on its financial position as at 31
March 2024;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses as at 31 March 2024;

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company during the year ended 31
March 2024.

iv. a. The management has represented that, to the
best of its knowledge and belief, as disclosed in note
39(h) to the standalone financial statements, no funds
have been advanced or loaned or invested (either
from borrowed funds or securities premium or any
other sources or kind of funds) by the Company to or
in any persons or entities, including foreign entities
(Rs.the intermediariesRs.), with the understanding,
whether recorded in writing or otherwise, that the
intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
Company (Rs.the Ultimate BeneficiariesRs.) or provide any
guarantee, security or the like on behalf the Ultimate
Beneficiaries;

b. The management has represented that, to the best
of its knowledge and belief, as disclosed in note 39(h)
to the standalone financial statements, no funds have
been received by the Company from any persons
or entities), including foreign entities (the Funding
Parties), with the understanding, whether recorded in
writing or otherwise, that the Company shall, whether
directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on
behalf of the Funding Party (Rs.Ultimate BeneficiariesRs.)
or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as
considered reasonable and appropriate in the
circumstances, nothing has come to our notice
that has caused us to believe that the management
representations under sub-clauses (a) and (b) above
contain any material misstatement.

v. The Company has not declared or paid any dividend
during the year ended 31 March 2024.

vi. As stated in Note 45 of the accompanying financial
statements and based on our examination which included
test checks, except for instances mentioned below, the
Company, in respect of financial year commencing on
or after 1 April 2023, has used accounting software for
maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same
has been operated throughout the year for all relevant
transactions recorded in the software. Further, during the
course of our audit we did not come across any instance
of audit trail feature being tampered with other than the
consequential impact of the exception given below.

Nature of exception noted	Details of Exception
Instances of accounting software for maintaining books of account which did not have a feature of recording audit trail (edit log) facility.	The sub system CSMS used for contract management by the Company did not have a feature of recording audit trail (edit log) facility at the application and database level.
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software.	The audit trail feature was not enabled at application and database level for the sub system iCSMS used for inventory and call management system to log any data changes.

 

For Walker Chandiok & Co LLP

Chartered Accountants

FirmRs.s Registration No.: 001076N/N500013

Mehulkumar Sharadkumar Janani

Partner

Membership No.: 118617 UDIN: 24118617BKBFFO3441

Place: Chennai

Date: 10 May, 2024

Annexure A referred to in paragraph 17 of the Independent
AuditorRs.s Report of even date to the members of Inspirisys
Solutions Limited on the standalone financial statements for
the year ended 31 March 2024.

In terms of the information and explanations sought by us and
given by the Company and the books of account and records
examined by us in the normal course of audit, and to the best
of our knowledge and belief, we report that:

(i) (a) (A) The Company has maintained proper records

showing full particulars, including quantitative details
and situation of property, plant and equipment and
relevant details of right of use assets.

(B) The Company has maintained proper records
showing full particulars of intangible assets.

(b) The property, plant and equipment and relevant
details of right-of-use assets have been physically
verified by the management during the year and
no material discrepancies were noticed on such
verification. In our opinion, the frequency of physical
verification programme adopted by the Company, is
reasonable having regard to the size of the Company
and the nature of its assets.

(c) The Company does not own any immovable property
(including investment properties) (other than
properties where the Company is the lessee and the
lease agreements are duly executed in favour of the
lessee). Accordingly, reporting under clause 3(i)(c) of
the Order is not applicable to the Company.

(d) The Company has not revalued its property, plant
and equipment including right-of-use assets or
intangible assets during the year.

(e) No proceedings have been initiated or are pending
against the Company for holding any benami
property under the Prohibition of Benami Property
Transactions Act, 1988 (as amended) and rules made
thereunder.

(ii) (a) The management has conducted physical verification

of inventory at reasonable intervals during the year,
except for goods-in-transit and inventory lying with
third parties. In our opinion, the coverage and
procedure of such verification by the management
is appropriate and no discrepancies of 10% or more
in the aggregate for each class of inventory were
noticed as compared to book records. In respect
of inventory lying with third parties, these have
substantially been confirmed by the third parties
and in respect of goods-in-transit, these have been
confirmed from corresponding receipt and dispatch
inventory records.

(b) As disclosed in Note 17 to the standalone financial
statements, the Company has been sanctioned a
working capital limit in excess of Rs. 5 crores, by banks
on the basis of security of current assets during the
year. Pursuant to the terms of the sanction letter, till
the time such limit remains unutilised, the Company
is not required to file any quarterly return or
statement with such banks or financial institutions.

(iii) (a) The Company has provided loans or advances in the
nature of loans, to Subsidiaries as per details given
below :

Particulars	Loans
Aggregate amount provided/granted during the year : - Subsidiaries	Nil
Balance outstanding as at balance sheet date in respect of above cases: - Subsidiaries	Rs. 329

(b) The company has not made any investment, provided
any guarantee or given any sucurity or granted any
loans or advances in the nature of loans during the
year.

(c) In respect of loans and advances in the nature of loans
granted by the Company, the schedule of repayment
of principal and the payment of the interest has not
been stipulated and accordingly, we are unable to
comment as to whether the repayments/receipts of
principal interest are regular.

(d) In the absence of stipulated schedule of repayment
of principal and payment of interest in respect of
loans or advances in the nature of loans, we are
unable to comment as to whether there is any
amount which is overdue for more than 90 days.
Reasonable steps have been taken by the Company
for recovery of such principal amounts and interest.

(e) The company has not granted any loan or advance
in the nature of loans which has fallen due during
the year. Further, no fresh loans were granted to
any party to settle the overdue loans / advances in
nature of loan that existed as at the beginning of the
year.

(f) The Company has granted loans which are repayable
on demand or without specifying any terms or
period of repayment, as per details below:

Particulars	All Parties	Promorters	Related Parties
Aggregate of loans/ advances in nature of loan
- Repayable on demand (A)	329	-	329
- Agreement does not specify any terms or period of repayment (B)
Total (A+B)	329	-	329
Percentage of loans/advances in nature of loan to the total loans	100%		100%

(iv) In our opinion, and according to the information and
explanations given to us, the Company has complied with
the provisions of section 185 and 186 of the Act in respect
of loans, investments made as applicable.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits
or there are no amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not
applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act in respect
of the products of the Company. We have broadly reviewed the books of account maintained by the Company pursuant to
the Rules made by the Central Government for the maintenance of cost records and are of the opinion that, prima facie, the
prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the
cost records with a view to determine whether they are accurate or complete.

(vii) (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods

and services tax, provident fund, employeesRs. state insurance, income-tax, duty of customs, cess and other material
statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company,
though there have been slight delays in a few cases. Further, no undisputed amounts payable in respect thereof were
outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which
have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the statute	Nature of dues	Gross Amount (Rs.)	Amount paid under Protest (Rs.)	Period to which the amount relates	Forum where dispute is pending Rs. in Lakhs
Kerala Value Added Tax Act, 2003	Tax and Penalty	237	-	2013-14, 2014-15 & 2016-17	Appellate Tribunal, additional bench - Ernakulam
Uttar Pradesh Trade Tax Act, 1948	Tax	2	-	2002-03	Trade Tax Tribunal, Lucknow
Income Tax Act, 1961	Income Tax	893	-	2005- 06, 2006- 07, 2007-08 & 2008-09	High Court, Chennai
Income Tax Act, 1961	Income Tax	434	-	2008-09	Commissioner of Income Tax-Appeals, Chennai
Income Tax Act, 1961	Income Tax	34	-	2009-10	High Court, Chennai
Income Tax Act, 1961	Income Tax	117	-	2010-11	High Court, Chennai
Income Tax Act, 1961	Income Tax	358	-	2012-13 & 2016-17	Commissioner of Income Tax-Appeals, Chennai
Uttar Pradesh Trade Tax Act, 1948	Tax	11	-	2010-11	Deputy Commissioner

(viii) According to the information and explanations given to
us, no transactions were surrendered or disclosed as
income during the year in the tax assessments under the
Income Tax Act, 1961 (43 of 1961) which have not been
previously recorded in the books of accounts.

(ix) (a) According to the information and explanations given
to us, the Company has not defaulted in repayment of its
loans or borrowings or in the payment of interest thereon
to any lender.

(b) According to the information and explanations given to us
including representation received from the management
of the Company, and on the basis of our audit procedures,
we report that the Company has not been declared a
willful defaulter by any bank or financial institution or
government or any government authority.

(c) In our opinion and according to the information and
explanations given to us, money raised by way of term
loans were applied for the purposes for which these were
obtained.

(d) In our opinion and according to the information and
explanations given to us, and on an overall examination
of the financial statements of the Company, funds raised
by the Company on short term basis have, prima facie,
not been utilised for long term purposes.

(e) According to the information and explanations given to us
and on an overall examination of the financial statements
of the Company, the Company has not taken any funds
from any entity or person on account of or to meet the
obligations of its subsidiaries.

(f) According to the information and explanations given to
us, the Company has not raised any loans during the year
on the pledge of securities held in its subsidiaries.

(x) (a) The Company has not raised any money by way of

initial public offer or further public offer (including debt
instruments), during the year. Accordingly, reporting
under clause 3(x)(a) of the Order is not applicable to the
Company.

(b) According to the information and explanations
given to us and on the basis of our examination of the
records of the Company, the Company has not made any
preferential allotment or private placement of shares
or (fully, partially or optionally) convertible debentures
during the year. Accordingly, reporting under clause
3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the
information and explanations given to us, no fraud by the
Company or no fraud on the Company has been noticed
or reported during the period covered by our audit.

(b) According to the information and explanations
given to us including the representation made to us by
the management of the Company, no report under sub-
section 12 of section 143 of the Act has been filed by
the auditors in Form ADT-4 as prescribed under Rule 13
of Companies (Audit and Auditors) Rules, 2014, with the
Central Government for the period covered by our audit.

(c) According to the information and explanations
given to us including the representation made to us by
the management of the Company, there are no whistle-
blower complaints received by the Company during the
year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules,
2014 are not applicable to it. Accordingly, reporting under
clause 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and
explanations given to us, all transactions entered into by
the Company with the related parties are in compliance
with sections 177 and 188 of the Act, where applicable.
Further, the details of such related party transactions have
been disclosed in the standalone financial statements, as
required under Indian Accounting Standard (Ind AS) 24,
Related Party Disclosures specified in Companies (Indian
Accounting Standards) Rules 2015 as prescribed under
section 133 of the Act.

(xiv) (a) In our opinion and according to the information and
explanations given to us, the Company has an internal
audit system which is commensurate with the size and
nature of its business as required under the provisions of
section 138 of the Act.

(b) We have considered the reports issued by the
Internal Auditors of the Company till date for the period
under audit.

(xv) According to the information and explanation given to
us, the Company has not entered into any non-cash
transactions with its directors or persons connected
with its directors and accordingly, reporting under clause
3(xv) of the Order with respect to compliance with the
provisions of section 192 of the Act are not applicable to
the Company.

(xvi) (a) The Company is not required to be registered under
section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, reporting under clauses 3(xvi)(a), (b) and (c)
of the Order are not applicable to the Company.

(b) Based on the information and explanations given to us
and as represented by the management of the Company,
the Group (as defined in Core Investment Companies
(Reserve Bank) Directions, 2016) does not have any CIC.

(xvii) The Company has not incurred any cash losses in
the current financial year as well as the immediately
preceding financial year.

(xviii) There has been no resignation of the statutory auditors
during the year. Accordingly, reporting under clause
3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to
us and on the basis of the financial ratios, ageing and
expected dates of realization of financial assets and
payment of financial liabilities, other information in
the accompanying the standalone financial statements,
our knowledge of the plans of the Board of Directors
and management and based on our examination of
the evidence supporting the assumptions, nothing has
come to our attention, which causes us to believe that
any material uncertainty exists as on the date of the
audit report indicating that Company is not capable
of meeting its liabilities existing at the date of balance
sheet as and when they fall due within a period of one
year from the balance sheet date. We, however, state
that this is not an assurance as to the future viability
of the company. We further state that our reporting is
based on the facts up to the date of the audit report and
we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the
balance sheet date, will get discharged by the company
as and when they fall due.

(xx) According to the information and explanations given to
us, the Company does not have any unspent amounts
towards Corporate Social Responsibility in respect of any
ongoing or other than ongoing project as at the end of
the financial year. Accordingly, reporting under clause
3(xx) of the Order is not applicable to the Company.

(xxi) The reporting under clause 3(xxi) of the Order is not
applicable in respect of audit of standalone financial
statements of the Company. Accordingly, no comment
has been included in respect of said clause under this
report.

For Walker Chandiok & Co LLP

Chartered Accountants

FirmRs.s Registration No.: 001076N/N500013

Mehulkumar Sharadkumar Janani

Partner

Membership No.: 118617

UDIN : 24118617BKBFFO3441

Place: Chennai

Date: 10 May 2024

Annexure B to the Independent AuditorRs.s Report of even
date to the members of Inspirisys Solutions Limited on
the Standalone financial statements for the year ended
31 March 2024.

Independent AuditorRs.s Report on the internal financial
controls with reference to financial statements under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(Rs.the ActRs.)

1. In conjunction with our audit of the standalone financial
statements of Inspirisys Solutions Limited(Rs.the CompanyRs.)
as at and for the year ended 31 March 2024, we have
audited the internal financial controls with reference to
financial statements of the Company as at that date.

Responsibilities of Management and those Charged with
Governance for Internal Financial Controls

2. The CompanyRs.s Board of Directors is responsible for
establishing and maintaining internal financial controls
based on the internal financial controls over financial
reporting with reference to the financial statements
criteria established by the company considering the
essential components of internal control stated in the
Guidance note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered
Accountants of India (ICAI). These responsibilities
include the design, implementation and maintenance of
adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct
of the CompanyRs.s business, including adherence to
the CompanyRs.s policies, the safe guarding of its assets,
the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as
required under the Act.

AuditorRs.s Responsibility for the Audit of the Internal
Financial Controls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the
CompanyRs.s internal financial controls with reference to
financial statements based on our audit. We conducted
our audit in accordance with the Standards on Auditing
issued by the Institute of Chartered Accountants of India
(Rs.ICAIRs.) prescribed under Section 143(10) of the Act, to the
extent applicable to an audit of internal financial controls

with reference to financial statements, and the Guidance
Note on Audit of Internal Financial Controls Over Financial
Reporting (Rs.the Guidance NoteRs.) issued by the ICAI. Those
Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate
internal financial controls with reference to financial
statements were established and maintained and if such
controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain
audit evidence about the adequacy of the internal
financial controls with reference to financial statements
and their operating effectiveness. Our audit of internal
financial controls with reference to financial statements
includes obtaining an understanding of such internal
financial controls, assessing the risk that a material
weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on
the assessed risk. The procedures selected depend on
the auditorRs.s judgement, including the assessment of the
risks of material misstatement of the financial statements,
whether due to fraud or error.

5. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
qualified audit opinion on the CompanyRs.s internal financial
controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to
Financial Statements

6. A companyRs.s internal financial controls with reference
to financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements
for external purposes in accordance with generally
accepted accounting principles. A companyRs.s internal
financial controls with reference to financial statements
include those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are
being made only in accordance with authorisations of

management and directors of the company; and (3)
provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or
disposition of the companyRs.s assets that could have a
material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with
Reference to Financial Statements

7. Because of the inherent limitations of internal financial
controls with reference to financial statements, including
the possibility of collusion or improper management
override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections
of any evaluation of the internal financial controls with
reference to financial statements to future periods are
subject to the risk that the internal financial controls
with reference to financial statements may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.

Qualified Opinion

8. According to the information and explanations given to us
and based on our audit, the following material weakness
has been identified in the operating effectiveness of the
CompanyRs.s internal financial controls with reference to
financial statements as at 31 March 2024:

a) The CompanyRs.s internal financial controls system with
respect to determination of expected credit losses on
trade receivables from affiliates as laid down under
Indian Accounting Standard (Rs.Ind ASRs.) 109 Rs.Financial
instrumentsRs., were not operating effectively, which
could lead to a potential material misstatement in
the value of trade receivables, recognition of loss
allowances and its consequential impact on the
earnings, other equity and related disclosures in the
accompanying standalone financial statements.

b) The CompanyRs.s internal financial controls system
with respect to accrual of Goods and Service Tax
(GST) liability on export sales to affiliates were not
operating effectively, which could lead to a potential
material misstatement in the value of Goods and
Service Tax liability including interest and penalty that

may be levied, and its consequential impact on the
earnings, other equity and related disclosures in the
accompanying standalone financial statements.

9. A Rs.material weaknessRs. is a deficiency, or a combination of
deficiencies, in internal financial controls with reference
to financial statements, such that there is a reasonable
possibility that a material misstatement of the companyRs.s
annual or interim financial statements will not be
prevented or detected on a timely basis.

10. In our opinion, the Company has, in all material respects,
adequate internal financial controls with reference to
financial statements as at 31 March 2024, based on the
internal control over financial reporting criteria established
by the company considering the essential components of
internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India, and
except for the possible effects of the material weakness
described above on the achievement of the objectives
of the control criteria, the CompanyRs.s internal financial
controls with reference to financial statements were
operating effectively as at 31 March 2024.

11. We have considered the material weakness identified
and reported above in determining the nature, timing,
and extent of audit tests applied in our audit of the
standalone financial statements of the Company as at
and for the year ended 31 March 2024, and the material
weakness has affected our opinion on the standalone
financial statements of the Company and we have issued a
qualified opinion on the standalone financial statements.

For Walker Chandiok & Co LLP

Chartered Accountants

FirmRs.s Registration No.: 001076N/N500013

Mehulkumar Sharadkumar Janani

Partner

Membership No.: 118617

UDIN: 24118617BKBFFO3441

Place: Chennai

Date: 10 May 2024