Inspirisys Solutions Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 30th Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

The financial statements of the Company have been prepared in conformity with Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (Ind AS) and other accounting principles generally accepted in India. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. Key aspects of the Companys financials for the fiscal year ended 31st March, 2025 are tabulated below:

Particulars	Consolidated		Standalone
	31 March 2025	31 March 2024	31 March 2025	31 March 2024
Total Revenue	39,759	49,422	38,793	48,150
Earnings before interest, tax, depreciation and amortization (EBITDA)	3,725	3,559	3,383	3,863
Finance costs	876	1,058	569	748
Depreciation and amortization expense and impairment loss	539	458	539	458
Profit / (loss) before tax	2,310	2,043	2,275	2,657
Profit / (Loss) of discontinued Operations	530	(1,179)	0	0
Tax expense	686	497	686	497
Deferred Tax Credit	(1,019)	0	(1,019)	0
Profit / (loss) for the year	3,173	367	2,608	2,160
Other comprehensive income for the year, net of tax	(249)	107	(31)	(45)
Total comprehensive income for the year	2,924	474	2,577	2,115

2. BUSINESS PERFORMANCE

Consolidated Revenue stood at 39,759 Lakhs for the year ended 31st March, 2025 which is lower by 20% on a Revenue of 49,422 Lakhs achieved for 31st March, 2024. Total Revenue on a Standalone basis for the year ended 31st March, 2025 stood at 38,793 Lakhs which is lower by 19% from the total Revenue of 48,150 Lakhs reported for year ended 31st March, 2024.

Lower revenue has primarily come from the Infra Products and Banking segments of the business within India. The Indian market was sluggish at the beginning of the fiscal year 2024-25 with the announcement of the general elections in the country and the consequent presenting of the Financial Budget by the newly elected Government at the centre. This caused delay in closure of projects as the Company focus is on PSU / Government verticals and Banks for the Infra Products business. The US market continued to be sluggish and a revival is hoped for in 2025-2026 of business.

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 31st March, 2025 to 3,725 Lakhs compared to 3,559 Lakhs for the year ended 31st March, 2024. EBITDA on a standalone basis for the year ended 31st March, 2025 was 3,383 Lakhs compared to 3,863 Lakhs for the year ended 31st March, 2024.

3. DIVIDEND

The Company has made profit in the financial year 2024-2025. However the retained earnings of the Company is still negative and hence the Directors of the Company do not recommend any dividend for the year ended 31st March, 2025.

4. SHARE CAPITAL

During the financial year under review, the Authorised share capital of the Company was 50,00,00,000/- divided into 5,00,00,000 equity shares of face value of 10/- each. The

Issued, Subscribed and Paid-up equity share capital of the Company as on 31st March, 2025, was 39,61,68,730/- divided into 3,96,16,873 equity shares of face value of 10/- each.

The Company has neither issued any share with differential voting rights nor granted stock options or sweat equity.

5. HUMAN RESOURCES DEVELOPMENT

Attracting and retaining top talent remains a critical priority for the HR function, directly contributing to the Companys sustained growth and execution of key initiatives. Acknowledging human capital as a core competitive advantage, the Company continues to invest in talent development, leveraging advanced technologies to enhance capabilitybuilding. To align with evolving business needs, a dynamic and responsive Talent Acquisition System has been established, ensuring a steady pipeline of skilled professionals to drive performance and support long-term strategic objectives.

The Company has 1,627 employees as on 31st March, 2025.

The on-boarding model followed helped the Company to integrate associates acquired locally to the culture of the Company.

The learning and development team working as part of the Human Resources function has imparted 2,592 man-days of training to employees on various technology solutions and skill development.

The Company continues to initiate training of resources to keep up with the new technological challenges, meet the market requirements and deliver high quality services to our clients. The thrust of Human Resource has been on improvement of the performance of employees through training and development.

The Companys continued focus on meaningful employee engagement, driven by consistent initiatives and a culture of open, transparent communication, helped contain voluntary attrition at 20% during the year, aligning broadly with industry trends amid competitive talent market.

6. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

At ISL, we are dedicated to delivering business excellence through a comprehensive and integrated approach to quality, security and service management. We are appraised at CMMI Level 5 - Development V2.0, reflecting the highest level of process maturity and our focus on continuous performance optimization and innovation in software development.

Our commitment to international standards is demonstrated through multiple ISO certifications, including ISO 9001:2015 (Quality Management), ISO 27001:2013 (Information Security Management), ISO 20000-1:2018 (IT Service Management)

and ISO 14001:2015 (Environmental Management System). These certifications underscore our holistic approach to delivering reliable, secure and environmentally responsible IT solutions.

Further strengthening our governance and compliance posture, ISL is aligned with SOC 2 Type II (System and Organization Controls) standards and holds ISAE 3402 Type 2 assurance, reflecting our robust internal controls, risk mitigation practices and dedication to client trust and data protection.

At ISL, these initiatives are not just certifications - they are integral to how we operate, ensuring we deliver consistent, high-quality outcomes that exceed client expectations.

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.

7. DOCUMENTS PLACED ON THE WEBSITE (htips://www.inspirisys.com/investors)

The following documents have been placed on the Companys website in compliance with the Companies Act, 2013;

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).

8. SUBSIDIARY COMPANIES

The Company continues to operate the wholly owned subsidiary Company Inspirisys Solutions North America Inc. registered in the State of California, USA as at 31st March, 2025. As mentioned in our last years report, the other wholly owned subsidiaries in Japan, UK, Delaware - USA and UAE had suspended operations. During the current financial year, the wholly-owned subsidiary in India applied for voluntary strike-off from the Registrar of Companies (ROC) Chennai and was officially struck off effective from 30th January, 2025. The voluntary liquidation of the wholly owned subsidiary in United Arab Emirates (Dubai) has been completed and the entity stands dissolved with effect from 05th May, 2025, while the Japan based subsidiary has also initiated the voluntary liquidation process. Additionally, ISLs Branch Office in Singapore has begun de-registration with the Accounting and Corporate Regulatory Authority (ACRA) 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 Companys 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 Companys website https://www.inspirisys. com/images/subsidiary-companies-financial/Policy-on- Material-Subsidiaries-2025.pdf In accordance with this policy, the Company does not have any material subsidiary for the financial year ending 31st March, 2025.

9. 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 this Annual Report. The Certificate from the Practicing Company Secretaries of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

10. 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 SEBI (LODR) Regulations, 2015 is presented a separate Annexure II that forms an integral part of this Report

11. 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;

ii. 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 Companys Internal Financial Controls were adequate and effective during the financial year 20242025.

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

• Proceeding of the 29th Annual General Meeting of the Company dated on 28th June, 2024.

• Appointment of Statutory Auditors, M/s. M S K A & Associates, Chartered Accountant as Statutory Auditors of the Company, for the period of five years from the conclusion of 29th AGM till 34th AGM, subject to shareholders approval dated on 08th August, 2024.

• Intimation of Appointment of Mrs. Cauvery Dharmaraj as Non-Executive and Independent Director with effects from 08th August, 2024.

• Intimation was given on 08th August, 2024 regarding the completion of second term of five years and cessation of Directorship for Mrs. Ruchi Naithani, Non-Executive and Independent Director, effective from 10th September, 2024.

• Intimation regarding Strike-off of wholly-owned subsidiary, Inspirisys Solutions IT Resources Limited based in India dated on 08th August, 2024.

• The Board of Directors had approved the closure of lnspirisys Solutions Limited Singapore Branch at its meeting held on 08th August, 2024.

• The Board noted the resignation of Mr. Srinivas Bhaskara, President (Product Engineering Division) as a Senior Management Personnel, of the Company effective from 26th October, 2024 which was intimated on 08th August, 2024.

• The Board of Directors approved the re-designation of Mr. Jayesh Ahluwalia, from President - Infra (Product and Services) to Chief Operating Officer (COO) - Infra Division of the Company effective from 01st September, 2024 which was intimated on 08th August, 2024.

• Proceeding related to the resolution passed by the shareholders through e-voting via Postal Ballot on 20th September, 2024, pertain to the appointment of Mrs. Cauvery Dharmaraj as an Independent Director of the Company.

• Company received the resignation letter from Mr. Koji lketani, Chairman and Non-Executive & NonIndependent Director of the Company with effect from 31st December, 2024 and the same was intimated on 08th November, 2024.

• The Company has appointed Mr. Satoshi lwanaga as the Chairman of the Board and Non-Executive & NonIndependent Director with effect from 01st January, 2025 subject to shareholder approval of the Company and the same was intimated on 08th November, 2024.

• The Board has approved the re-appointment of Mr. M S Jagan, as an Independent Director for a second consecutive term of five years with effect from 07th February, 2025 subject to shareholder approval of the Company and the same was intimated on 08th November, 2024.

• The Board has approved the re-appointment of

Mr. Murali Gopalakrishnan, Whole Time Director, designated as Executive Director cum Chief Executive Officer for a second term of three years effect from 01st April, 2025 subject to shareholder approval of the Company. The same was intimated on 08th November, 2024.

• Proceedings related to the resolutions passed by the shareholders through e-voting via Postal Ballot on 20th December, 2024, pertain to the appointment of Mr. Satoshi Iwanaga as a Non-Executive Director of the Company; re-appointment of Mr. M. S. Jagan as an Independent Director for a second term of five years; and re-appointment of Mr. Murali Gopalakrishnan as Wholetime Director, designated as Executive Director and Chief Executive Officer of the Company, for a term of three years.

• The Board of Directors has approved the initiation of voluntary liquidation of the Companys wholly owned subsidiary lnspirisys Solutions Japan KK based in Japan at its meeting held on 07th February, 2025.

• Intimation regarding the final strike-off of the wholly- owned subsidiary, Inspirisys Solutions IT Resources Limited (India), effective 30th January, 2025 and the same was intimated on 31st January, 2025.

• Intimation regarding the final winding-up & liquidation of the wholly-owned subsidiary, Inspirisys Solutions DMCC (Dubai), effective 05th May, 2025 and the same was intimated on 06th May, 2025.

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 06th February, 2025 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 this Annual Report of the Company.

15. EVALUATION OF THE BOARDS PERFORMANCE

The Board of Directors 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 this Annual Report of the Company.

16. AUDITORS

a) Statutory Auditors

The Statutory Auditors of the Company M/s. M S K A & Associates, Chartered Accountants (Firms Registration No. 105047W) has been appointed by the Shareholders at the 29th AGM held on 28th June, 2024 to holds office till the conclusion of 34th 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 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.

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, and Regulation 24A of SEBI (LODR) Regulations, 2015 the Company has appointed M/s. Alagar & Associates, (formerly known as M/s. M.Alagar & Associates), Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2025. 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. The same is available on the Companys website i.e. https://www.inspirisys.com/ investors

The Audit Committee and the Board have evaluated and recommend the appointment of M/s. S Dhanapal & Associates LLP, Peer Reviewed Practicing Company Secretary, (Firm Registration No. L2023TN014200), as the Secretarial Auditor of the Company, for a period of five years (First Term) from the conclusion of this 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting to be held in the financial year 20292030 subject to the approval of the Shareholders.

c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Sudit K. Parekh & Co LLP, Chartered Accountant, Mumbai as Internal Auditor of the Company for the financial year ended 31st March, 2025.

The Audit Committee recommended and the Board approved the appointment of M/s. ASA & Associates LLP, New Delhi (Firm Registration No. 009571N/N500006), as the Internal Auditor of the Company for the financial year 2025 - 2026.

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 rules 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 any deposits 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 Companys website https://www.inspirisys.com/images/subsidiary-companies- financial/Corporate-Social-Responsibility-Policy-2025.pdf Detailed report on CSR activities in the prescribed format is forming part of this Annual Report as annexure.

As a responsible corporate entity, Inspirisys Solutions Limited is committed to making a positive and lasting impact on the environment and the communities we serve. In the financial year 2024-25, the Company, through its CSR efforts, launched a collaborative CSR program on educational assistance under the Endowment Mode to support B.Tech students and Diploma Level (Data Science) students in partnership with IIT-Madras (CSR Registration No. CSR00004320). This program benefits a total of ten students, offering them enhanced learning opportunities and essential resources.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs) Directors Retire by Rotation

Mr. Murali Gopalakrishnan, (DIN: 08066529) 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.

Changes in the Directors & KMP

• Appointment of Mrs. Cauvery Dharmarajas a NonExecutive & Independent Director of the Company for a term of five years with effect from 08th August, 2024.

• Cessation of Mrs. Ruchi Naithani as a Non-Executive & Independent Director of the Company with effect from 10th September, 2024.

• Resignation of Mr. Koji Iketani as a Non-Executive & NonIndependent Director of the Company with effect from 31st December, 2024.

• Appointment of Mr. Satoshi Iwanaga as a Non-Executive & Non-Independent Director of the Company with effect from 01st January, 2025.

• Re-appointment of Mr. M.S. Jagan as an Independent Director of the Company for a second term of five consecutive years with effect from 07th February, 2025.

• Re-appointment of Mr. Murali Gopalakrishnan as an Executive Director & Chief Executive Officer of the Company for a term of three years with effect from 01st April, 2025.

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 Companys 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 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
	Murali Gopalakrishnan	Rajesh R. Muni
Place: Chennai	Executive Director & Chief Executive Officer Independent Director
Date: 09th May, 2025	DIN: 08066529	DIN: 00193527