DIRECTORS' REPORT

Your Directors are pleased to present the Thirty First (31^st) Annual Report of the Company on its business and operations, together with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31^st March, 2026.

1. FINANCIAL RESULTS

The financial statements of your Company have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India. The Management reviews and evaluates all recently issued or revised accounting standards on an ongoing basis to access their impact on the financial statements of the Company. The key highlights of the financial performance of the Company for the financial year ended 31^st March, 2026 are set out in the table below:

2. BUSINESS PERFORMANCE

Consolidated revenue for the year ended March 31, 2026 stood at ' 48,705 lakhs, representing a 23% increase over ' 39,759 lakhs reported for the year ended March 31, 2025. On a standalone basis, total revenue for the year ended March 31, 2026 was ' 47,642 lakhs, also reflecting a 23% growth compared to ' 38,793 lakhs for the year ended March 31, 2025.

The increase in revenue was primarily driven by the Infra Products and Banking segments within the Indian market. However, the domestic market experienced a slow start in FY 2025-26 due to global uncertainties, including the ongoing Russia-Ukraine conflict, which adversely impacted

revenue growth. These conditions led to delays in project closures, particularly as the Company's focus remains on PSU/ Government Entities and Banks within the Infra Products segment. The US market also remained subdued during the year, with a recovery anticipated in FY 2026-27.

Improved revenue and margins in the Indian market enabled the Company to enhance its consolidated EBITDA to ' 5,170 lakhs for the financial year ended March 31, 2026, compared to ' 3,725 lakhs for the year ended March 31, 2025. On a standalone basis, EBITDA for the year ended March 31, 2026 stood at ' 4,616 lakhs, as against ' 3,383 lakhs for the year ended March 31, 2025.

3. DIVIDEND

The Board of Directors has decided not to recommend any dividend for the financial year 2025-26, in view of the Company's long-term growth objectives and the need to conserve resources for future business requirements. The Board of Directors does not recommend transferring any amount to the Reserves.

4. SHARE CAPITAL

During the financial year under review, the Authorised Share Capital of your Company stood at ' 50,00,00,000/- (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crores) equity shares of face value of ' 10/- each.

The Issued, Subscribed and Paid-up equity share capital of your Company as on 31^st March, 2026, was ' 39,61,68,730/- (Rupees Thirty Nine Crores Sixty One Lakhs Sixty Eight Thousand Seven Hundred and Thirty only) divided into 3,96,16,873 (Three Crores Ninety Six Lakhs Sixteen Thousand Eight Hundred and Seventy Three) equity shares of face value of ' 10/- each. During the year under review, your Company has not issued any shares, including equity shares with differential rights as to dividend, voting or otherwise. Further, your Company has not issued any sweat equity shares to its Directors or Employees.

5. HUMAN RESOURCES DEVELOPMENT

Attracting and retaining high-quality talent continues to be a key priority for the HR function, playing a vital role in sustaining the Company's Growth and enabling the execution of strategic initiatives. Recognizing human capital as a critical competitive advantage, the Company remains committed to investing in talent development and leveraging advanced technologies to strengthen capability building. In line with evolving business requirements, the Company has implemented a dynamic and responsive talent acquisition framework to ensure a consistent pipeline of skilled professionals, supporting performance and long-term strategic objectives.

The Company has been certified as a "Great Place to Work". Great Place To Work® (GPTW) is a globally recognised authority on workplace culture and employee experience, assessing organisations on parameters relating to trust, leadership, employee engagement and workplace practices. It conducts research, analysis, certification, and rankings of "Great Workplaces" in approximately 150 countries worldwide. The Company has focused on building a work environment that emphasizes employee skill development, structured recognition programs, physical and mental health support, and diversity and inclusion. These efforts reflect the Company's continued commitment to fostering employee growth and creating a safe, inclusive and supportive work environment, culminating in ISL's certification as a "Great Place to Work".

The head count of the Company was 1635 as on 31^st March, 2026.

The Company's onboarding model has facilitated the effective integration of locally hired associates into its organizational culture.

During the year, the Learning and Development team, as part of the Human Resources function, delivered 2,268 man-days of training across various technology solutions and skill development programs.

The Company continues to invest in training initiatives to address emerging technological challenges, meet evolving market demands, and ensure the delivery of high-quality services to clients. The Human Resources function remains focused on enhancing employee performance through structured training and development efforts.

The Company's commitment to regular employee engagement and transparent communication is reflected in its voluntary attrition rate of 20% during the year, which is broadly in line with prevailing industry trends given the current market dynamics.

6. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

The Company is committed to driving business excellence through a comprehensive and integrated approach to quality, security and service management. The Company is appraised at CMMI Level 5 - Development V2.0, reflecting the highest level of process maturity and a strong focus on continuous improvement, performance optimisation and innovation in software development.

Our adherence to global standards is demonstrated through multiple ISO Certifications, including ISO 9001:2015 for Quality Management, ISO 27001:2022 for Information Security Management, ISO 20000-1:2018 for IT Service Management and ISO 14001:2015 for Environmental Management Systems. These certifications highlight our holistic approach to delivering reliable, secure and environmentally responsible IT solutions. Further strengthening our governance and compliance framework, the Company is also aligned with SOC 2 Type II assurance standards, underscoring robust internal controls, effective risk management practices and a strong commitment to client trust and data protection.

These frameworks are not merely certifications but an integral part of our operating philosophy, enabling us to consistently deliver high-quality outcomes that meet and exceed client expectations.

The Company has established various policies, processes and systems that support the efficient functioning of operations while continuously enhancing overall operational quality.

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

In compliance with the provisions of the Companies Act, 2013 the following documents have been placed on your Company's website:

a. Standalone and Consolidated Financial Statements of your Company;

b. Separate audited financial statements in respect of subsidiaries, in accordance with the fifth proviso to Section 136(1) of the Companies Act, 2013;

c. Details of the Vigil Mechanism established for Directors and Employees to report genuine concerns, pursuant to the proviso to Section 177(10) of the Companies Act, 2013;

d. Terms and conditions of appointment of Independent Directors; and

e. Details of unpaid dividend, in accordance with Section 124(2) of the Companies Act, 2013.

8. SUBSIDIARY COMPANIES

As on 31^st March, 2026, your Company continues to operate its wholly owned subsidiary, Inspirisys Solutions North America Inc., incorporated in the State of California, USA. As stated in the previous year's report, the other wholly owned subsidiaries of the Company, namely Inspirisys Solutions Europe Limited (ISEL) and Network Programs (USA), Inc., had suspended their operations and there has been no material change in the nature of the business of these subsidiaries.

During the financial year under review, the voluntary liquidation of Inspirisys Solutions Japan KK (ISJKK), a wholly owned subsidiary of the Company, was completed on 14^th July, 2025. Further, the voluntary liquidation process of Inspirisys Solutions DMCC (ISDMCC), Dubai, UAE, has also been completed and the entity stands dissolved with effect from 05^th May, 2025. In addition, the Branch Office of your Company in Singapore was formally closed with effect from 10^th June, 2025. Your Company does not have any Associate or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). The Statutory Audit Reports of the Subsidiary Companies for the financial year are placed before the Audit Committee and reviewed by them. Shareholders who wish to obtain 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 the financial statements of the Company's Subsidiaries in Form AOC-1 forms part of this Annual Report.

Further, in accordance with the provisions of Section 136 of the Companies Act, 2013, the financial statements of your Company, the consolidated financial statements along with the relevant documents, and the separate audited financial statements in respect of the subsidiaries are available on the website of your Company at: https://www.inspirisys.com/investors/subsidiary-companies-finandal. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted and implemented a Policy for Determining Material Subsidiaries, which is available on the Company's website at: https://www.inspirisys.com/images/subsidiary-companies-financial/Policy-on-Material-Subsidiaries-2025.pdf.

In accordance with the said Policy, your Company does not have any material subsidiary for the financial year ended 31^st March, 2026.

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

Your Company is committed to maintaining the highest standards of Corporate Governance and has implemented several best governance practices in accordance with the applicable regulatory requirements. The report on Corporate Governance, as required under the SEBI (LODR) Regulations, 2015 forms part of this Annual Report. A Certificate from the Practising Company Secretaries of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the aforesaid regulations, is annexed to the Corporate Governance report.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, outlining the operational performance, key initiatives and future prospect of your Company for the year under review, as required under the Securities and Exchange Board of India (LODR) Regulations, 2015 is presented as a separate Annexure II and forms an integral part of this Report.

11. DIRECTORS RESPONSIBILITY STATEMENT

The audited financial statements of your Company for the financial year under review have been prepared in accordance with the provisions of Section 134(5) of the Companies Act 2013, read with the rules made thereunder and the applicable Indian Accounting Standards. The financial statements reflect the substance of the transactions undertaken during the year and present a true and fair view of the state of the affairs of your Company and its financial performance for the year under review.

In terms of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

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

ii. appropriate accounting policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent, to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been taken 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. the annual accounts of your Company have been prepared on a going concern basis;

v. adequate internal financial controls have been laid down and followed by your Company and such internal financial controls are operating effectively;

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

vii. the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Based on the internal financial control framework and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the audit of Internal Financial Controls Audit over financial reporting by the Statutory Auditors and the reviews carried out by the management and the relevant Committees of the Board, including the Audit Committee, the Board of Directors is of the opinion that the Internal Financial Controls of the Company were adequate and operating effectively during the financial year 2025-2026.

12. COMMITTEES OF THE BOARD

Your Company has constituted the following Statutory Committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee; and

• Corporate Social Responsibility Committee.

Details of the composition of the Committees, their terms of reference, attendance of the Directors at meetings of the Committees and other requisite details are provided in the Corporate Governance Report which forms part of this Annual Report.

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

• Intimation of resignation of Mr. Maqbool Hassan, designated as President - Dubai Operation, Senior Management Personnel of the Company with effect from 31^st May, 2025 which was intimated to the Stock Exchanges on 30^th May, 2025.

• Intimation regarding de-registration of the Singapore Branch of Inspirisys Solutions Limited, with effects from 10^th June, 2025, which was intimated to the Stock Exchanges on 18^th June, 2025.

• Intimation of Appointment of Secretarial Auditors, M/s. S. Dhanapal & Associates LLP, Practicing Company Secretaries, as Secretarial Auditors of the Company for the period of five (5) years, from the conclusion of 30^th AGM until the conclusion of the 35^th AGM, which was intimated on 09^th May, 2025.

• Proceeding of the 30^th Annual General Meeting of the Company dated on 27^th June, 2025.

(Accounts) Rules, 2014, relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in an Annexure- III, which forms an integral part of this Report.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, the Independent Directors of the Company met once during the financial year i.e., on 24^th February, 2026, without the presence of Non-Independent Directors, Executive Directors or members of the management.

During the said meeting, the Independent Directors reviewed and evaluated the performance of Non- Independent Directors, the Board as a whole and the Chairman of your Company and also assessed the quality, quantity and timeliness of the flow of information between the Company management and the Board. Further, details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report of the Company.

16. EVALUATION OF THE BOARD'S PERFORMANCE

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the Board of Directors of your Company has carried out an annual performance evaluation of the Board, its Committee and Individual Directors, including Independent Directors.

The evaluation was conducted in accordance with the criteria framework recommended by the Nomination and Remuneration Committee and approved by the Board of your Company. While evaluating the performance of Individual Directors, the concerned Director did not participate in the evaluation process. The manner in which the performance evaluation has been carried out is detailed in the Corporate Governance Report, which forms part of the Annual Report of the Company.

17. AUDITORS

a) Statutory Auditors

At the 29^th AGM of the Company held on 28^th June, 2024, M/s. M S K A & Associates LLP (formerly known as M S K A & Associates), Chartered Accountants (Firm's Registration No (Old/New): 105047W / W101187) were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years, to hold office from the conclusion of 29^th AGM until the conclusion of 34^th AGM of the Company.

The Reports given by the Statutory Auditors on the financial statement of the Company form part of this Annual Report. The notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Statutory Audit Report for the Financial Year 2025-2026

does not contain any qualification, reservation or adverse remark and forms part of this report.

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

Further, the Statutory Auditors have confirmed that they have not reported any instance of fraud under Section 143(12) of the Act.

b) Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 and Section 204 of the Companies Act, 2013, and based on the recommendations of the Audit Committee and the Board of Directors, the Shareholders of the Company at the 30^th AGM held on 27^th June, 2025 approved the appointment of M/s. S. Dhanapal & Associates LLP, a Peer Reviewed Firm of Practicing Company Secretaries (Firm Registration No. L2023TN014200), as the Secretarial Auditors of the Company for a term of five (5) consecutive years, to hold office until the conclusion of the AGM to be held in the financial year 2029-2030.

The said firm has confirmed that it is not disqualified from being appointed or continuing as the Secretarial Auditor of the Company in accordance with the provisions of the Companies Act, 2013, the Rules made thereunder, and the SEBI (LODR) Regulations, 2015.

The Secretarial Audit Report for the Financial Year 20252026 does not contain any qualification, reservation or adverse remark and is attached to this report as Annexure - IV. The same is available on your Company's website i.e. https://www.inspirisys.com/investors.

c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors of your Company appointed M/s. ASA & Associates LLP, Chennai, Chartered Accountants, (Firm Registration No. 009571N/N500006), as the Internal Auditors of the Company for the financial year 2025-2026.

d) Maintenance of Cost Records and Audit

During the financial year under review, your Company was not required to maintain cost records pursuant to the provisions of Section 148(1) of the Companies Act, 2013. Accordingly, the provisions relating to the appointment of a Cost Auditor are not applicable on the Company.

18. PARTICULARS OF EMPLOYEES

The 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 this Annual Report. Further, in accordance with the provisions 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 containing particulars of employees drawing remuneration in excess of the prescribed limits in terms of the above provisions and the statement of the top ten employees in terms of remuneration drawn have been excluded in the Annual Report which is being sent to the Shareholders, in accordance with 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 of your Company.

Further, during the year under review, the Company implemented the revised wage structure in line with the applicable provisions of the New Labour Codes. Pursuant to this implementation, the Company recognised a one-time impact of ' 381 lakhs towards gratuity provision during the current financial year. The said amount has been disclosed as an exceptional item in the financial statements for the financial year ended March 31, 2026.

19. FIXED DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from the public falling within the meaning of Section 2(31) and Section 73 of the Companies Act, 2013 read with the rules framed thereunder. Accordingly, no amount on account of principal or interest on such deposits was outstanding as on the date of Balance Sheet.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee to, inter alia, recommend to the Board the CSR Policy of the Company and the CSR Projects or Programmes to be undertaken by the Company in accordance with the said policy.

The CSR policy of the Company is available on the website of your Company at: https://www.inspirisys.com/images/subsidiary-companies-financial/Corpora te-Social-Responsibility-Policy-2025.pdf. A detailed report on CSR activities in the prescribed format is forms part of this annual report as an annexure.

CSR initiatives undertaken during the year:

The total amount required to be spent by the Company towards Corporate Social Responsibility (CSR) activities for the financial year 2025-2026, in accordance with the provisions of Section 135 of the Companies Act, 2013, is ' 48.48 lakhs. During the year under review, the Company has spent an aggregate amount of ' 49.98 lakhs towards CSR activities for the financial year 2025-26 as per the details given below:

During the financial year 2025-2026 under review, your Company undertook various CSR initiatives focused on

promoting education and supporting underprivileged children. Your Company contributed ' 38.34 lakhs towards Educational assistance to Government school students through the Technology-Aided Learning Labs (TALL) project across selected schools in and around Chennai, through the implementing agency Bhoomika Trust (CSR Registration No. CSR00007016).

In addition, your Company contributed ' 11.63 lakhs towards Educational and transportation support to 21 school going male children (HIV affected or orphaned) under the Educational & Residential Support for Boys programme, through the implementing agency CHILD (CSR Registration No. CSR00021345).

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

As of 31^st March, 2026, the Board comprised of six (6) Directors, with a composition of one Executive Director, two Non-Executive & Non-Independent Directors and three Independent Directors including one Independent Woman Director. The details relating to the composition of the Board and its Committees, Tenure of Directors and other relevant particulars are provided in the Corporate Governance Report, which forms part of this Annual Report. In accordance with the requirements of the SEBI (LODR) Regulations, 2015 the Board has identified the core skills, expertise, and competencies required in the context of your Company's business for effective functioning of the Board. The key skills, expertise and core competencies of the Board of Directors are set out in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152(6) of the Companies Act read with the applicable rules, Mr. Toru Horiuchi, (DIN: 08111162) Non-Executive & NonIndependent Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. A brief profile of the Director is furnished in the Notice convening the AGM of the Company.

Key Managerial Personnel

As on the date of this report, the following persons are designated as Key Managerial Personnel ("KMPs") of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013:

• Mr. Murali Gopalakrishnan - Executive Director & Chief Executive Officer (CEO);

• Mr. Balaji Ramanujam - Chief Financial Officer (CFO);

• Mr. S. Sundaramurthy - Company Secretary & Compliance Officer.

22. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention of Sexual Harassment at Workplace, in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The said policy has been

23. OTHER DISCLOSURES AND AFFIRMATIONS

Pursuant to the provisions of Companies (Accounts) Rules, 2014, your Company affirms that for the financial year ended on 31^st March, 2026:

a) No proceedings were initiated by or against the Company under the Insolvency and Bankruptcy Code, 2016 and

accordingly no such proceedings were pending before the National Company Law Tribunal or any other court.

b) There were no instance during the year under review where the Company was required to obtain a valuation for the purpose of one-time settlement with Banks of Financial Institutions or while availing loan from such entities

c) There was no change in the nature of business of the Company during the financial year 2025-2026.

24. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation to the shareholders, employees, customers, vendors, investors, alliance partners, business associates and bankers of the Company for their continuous support and confidence reposed in the management of the Company. Your Directors also place on record their gratitude to the Central and the State Governments in India and the concerned Government Authorities and Regulatory Bodies for their continued cooperation and support extended to the Company.

Your Directors further acknowledge and appreciate the dedication, commitment and valuable contribution made by all members of the Inspirisys family during the year under review.