Inspirisys Solutions Ltd Directors Report

To

THE MEMBERS OF INSPIRISYS SOLUTIONS LIMITED

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.

1. FINANCIAL RESULTS Rs. in lakhs

Particulars	Consolidated		Standalone
	31 March 2024	31 March 2023	31 March 2024	31 March 2023
Total Revenue	49,422	37,654	48,150	36,001
Earnings before interest, tax, depreciation and amortization (EBITDA)	3,559	3,381	3,863	3,414
Finance costs	1,058	778	748	650
Depreciation and amortization expense and impairment loss	458	557	458	560
Profit / (loss) before tax and exceptional items	2,043	2,046	2,657	2,206
Profit / (loss) before tax	2,043	2,046	2,657	2,206
Profit / (Loss) of discontinued Operations	(1,179)	(1,889)	-	-
Tax expense	497	411	497	411
Profit / (loss) for the year	367	(254)	2,160	1,795
Other comprehensive income for the year, net of tax	107	(662)	(45)	(10)
Total comprehensive income for the year	474	(916)	2,115	1,785

2. BUSINESS PERFORMANCE

Consolidated Revenue stood at Rs. 49,422 Lakhs for the year
ended March 31, 2024 which is an increase of 31% on a
Revenue of Rs. 37,654 Lakhs achieved for March 31, 2023. Total
Revenue on a Standalone basis for the year ended 31^st March
2024 stood at Rs. 48,150 Lakhs which is an incre(=^~} 34% from
the Total Revenue of Rs. 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 Rs. 3,559 Lakhs compared to
Rs. 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
Rs. 3,863 Lakhs compared to Rs. 3,414 Lakhs for the year ended
31^st March 2023.

The companyRs.s consolidated and standalone performance was
profitable with a PBT of Rs. 864 Lakhs after adjusting for losses
from discontinued operations and Rs. 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 2023-
2024. 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 companyRs.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 CompanyRs.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 CompanyRs.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 CompanyRs.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 CompanyRs.s Internal Financial Controls were
adequate and effective during the financial year 2023-2024.

11. STATUTORY AUDITORRs.S REPORT

Management response to the qualification in the Statutory

AuditorRs.s Report : -

As disclosed with Note 7c to the Standalone Financial and
Consolidated Financial Statements, the Company has a trade
receivable of Rs. 4,049 Lakhs as on 31 March 2024 (Rs. 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.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 19^th March, 2024 and
evaluated the performance of Non-Independent Directors,
the Board as a whole and Chairperson of the company and
information flow from the Company. Details regarding the
same is provided in the Corporate Governance Report forming
part of the Annual Report of the Company.

15. EVALUATION OF THE BOARDRs.S PERFORMANCE

The Board of Directors has carried out performance evaluation
of Board, its Committee and individual Directors, in accordance
with the manner specified by Nomination and Remuneration
Committee and as approved by the Board of the Company.
The manner in which the evaluation has been carried out is
explained in the Corporate Governance report forming part of
the Annual Report of the Company.

16. AUDITORS

a) Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, the
second term of office of M/s. Walker Chandiok & Co LLP,
Chartered Accountants (FirmRs.s Registration No. 001076N/
N500013) Statutory Auditors of the Company, will expire
at the conclusion of the forthcoming Annual General
Meeting of the Company.

The Reports given by the Statutory Auditors on the
financial statement of the company forms part of this
Annual Report. The Auditors have issued a Qualified
Report with respect to certain receivables from a
wholly owned subsidiary company Inspirisys Solutions
North America and the Management has provided its
response to the qualification in the notes to the financial
statement. The notes on financial statement referred to
in the Auditors Report are self-explanatory and do not call
for any further comments.

As required under the SEBI (LODR) Regulations 2015), the
Auditors have confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India.

Consequent to the expiry of the term of M/s Walker
Chandiok & Co LLP, as statutory auditors of the company,
the Audit Committee and Board have evaluated and
recommend the appointment of M/s. MSKA & Associates,
Chartered Accountants, (Firm Registration No. 105047W),
as the Statutory Auditors of the Company, for a period
of five years (First Term) from the conclusion of this
29^th Annual General Meeting till the conclusion of the
34^th Annual General Meeting to be held in the Financial
Year 2028-2029.

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 CompanyRs.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 companyRs.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 CompanyRs.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.

	For and on behalf of the Board of Directors
Place: Chennai	Murali Gopalakrishnan	Rajesh R. Muni
Date: 10th May, 2024	Executive Director & Chief Executive Officer	Independent Director
	DIN:08066529	DIN:00193527