Directors Report of Inspirisys Solutions Ltd.

Mar 31, 2026

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:

'' in lakhs
Particulars	Consolidated		Standalone
Particulars	31 March 2026	31 March 2025	31 March 2026	31 March 2025
Total Revenue	48,705	39,759	47,642	38,793
Earnings before interest, tax, depreciation and amortization (EBITDA)	5,170	3,725	4,616	3,383
Finance Costs	774	876	292	569
Depreciation and amortization expense and impairment loss	541	539	540	539
Profit / (Loss) before tax and exceptional items	3,855	2,310	3,784	2,275
Exceptional items	381	0	381	0
Profit / (Loss) before tax	3,474	2,310	3,403	2,275
Profit / (Loss) of Discontinued Operations	212	530	16	0
Tax Expense	843	686	843	686
Deferred Tax Credit	(1,255)	(1,019)	(1,255)	(1,019)
Profit / (Loss) for the year	4,098	3,173	3,826	2,608
Other comprehensive income for the year, net of tax	(1,173)	(249)	(63)	(31)
Total comprehensive income for the year	2,925	2,924	3,763	2,577

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 WorkÂ® (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^thJuly, 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.

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Stakeholders Relationship Committee; and

â¢ 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

â¢ 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.

â¢ 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.

â¢ 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^thAGM until the conclusion of the 35^th AGM, which was intimated on 09^th May, 2025.

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

â¢ Intimation of Great Place To Work for the period June 2025 to June 2026 under the category of Large Organisations by the Great Place to Work Institute, India, which was intimated to the Stock Exchanges on 30^th June, 2025.

â¢ Intimation regarding the Voluntary liquidation of the wholly owned subsidiary, Inspirisys Solutions Japan KK ("ISJKK") with effect from 14^th July, 2025 which was intimated to the Stock Exchanges on 19^th August, 2025.

â¢ Intimation regarding the opening of a Special window for re-lodgement of the transfer requests of physical shares which was intimated to the Stock Exchanges on 22^ndAugust, 2025.

â¢ Receipt of a show-cause notice by the Company from the Joint Commissioner, Office of the Principal Commissioner of CGST and Central Exercise, Chennai -North Commissionerate and the same was intimated to the Stock Exchanges on 30^th September, 2025.

â¢ Intimation regarding the opening of a Special window for re-lodgement of the transfer requests of physical shares which was intimated to the Stock Exchanges on 15^th October, 2025.

â¢ Intimation regarding the opening of a Special window for re-lodgement of the transfer requests of physical shares which was intimated to the Stock Exchanges on 15^th December, 2025.

â¢ Receipt of an order dropping the show-cause notice issued by the Joint Commissioner, Office of the Principal Commissioner of CGST and Central Exercise, Chennai -North Commissionerate in respect of the alleged excess Input Tax Credit (ITC), which was intimated to the Stock Exchanges on 24^th December, 2025.

â¢ Intimation regarding the change in name of the Statutory Auditors of the Company, from M/s. M S K A & Associates to M/s. M S K A & Associates LLP, with effect from 13^thJanuary, 2026 which was intimated to the Stock Exchanges on 18^th January, 2026.

â¢ Intimation of Appointment of Mr. Noriyuki Okayasu, designated as Senior Advisor - Strategic Initiatives, Senior Management Personnel of the Company with effect from 01^st April, 2026, which was intimated to the Stock Exchanges on 06^th February, 2026.

â¢ Receipt of an order dropping for two cases filed by the Joint Commissioner (Intelligence), State Goods and Services Tax Department, Ernakulam, which was intimated to the Stock Exchanges on 10^th March, 2026.

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

Your Company remains committed to the conservation

of energy and the adoption of appropriate and advanced

technologies in its areas of operations.

The particulars prescribed under Section 134(3)(m) of the

Companies Act, 2013 read with Rule 8(3) of the Companies

(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^thAGM 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:

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

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

â¢ 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

formulated with the objective of prohibiting, preventing and redressing acts of sexual harassment at the workplace.

In accordance with the aforesaid Act, your Company has constituted an Internal Complaints Committee (ICC) to receive, investigate and redress complaints relating to sexual harassment at the workplace. The details of complaints relating to sexual harassment received and disposed of during the financial year 2025-26 are provided below:

No. of complaints of sexual harassment received during the year	No. of complaints disposed of during the year	No. of cases pending for more than ninety days	No. of cases pending as on 31^stMarch, 2026
0	0	0	0

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.

Mar 31, 2025

Your Directors are pleased to present the 30^th Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31^st 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 Company''s financials for the fiscal year ended 31^st March, 2025 are tabulated below:

'' in lakhs
Particulars	Consolidated		Standalone
Particulars	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 31^st March, 2025 which is lower by 20% on a Revenue of '' 49,422 Lakhs achieved for 31^st March, 2024. Total Revenue on a Standalone basis for the year ended 31^st March, 2025 stood at '' 38,793 Lakhs which is lower by 19% from the total Revenue of '' 48,150 Lakhs reported for year ended 31^st 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 31^st March, 2025 to '' 3,725 Lakhs compared to '' 3,559 Lakhs for the year ended 31^st March, 2024. EBITDA on a standalone basis for the year ended 31^st March, 2025 was '' 3,383 Lakhs compared to '' 3,863 Lakhs for the year ended 31^st 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 31^st 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 31^st 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 Company''s 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 31^st 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 Company''s 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 Company''s 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 31^st March, 2025. As mentioned in our last year''s 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 30^th 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 05^th May, 2025, while the Japan based subsidiary has also initiated the voluntary liquidation process. Additionally, ISL''s 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 Company''s subsidiaries is in Form No. AOC-1, which forms part of this Annual Report.

As required by the SEBI (LODR) Regulations, 2015 the Company has adopted the regulations and formulated a Policy for determining Material Subsidiaries and the said policy is available on the Company''s website 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 31^st 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 Company''s 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

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

â¢ 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 29^th AGM till 34^th AGM, subject to shareholders approval dated on 08^th August, 2024.

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

â¢ Intimation was given on 08^th 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 10^th September, 2024.

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

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

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

â¢ 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 01^st September, 2024 which was intimated on 08^th August, 2024.

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

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

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

â¢ 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 07^thFebruary, 2025 subject to shareholder approval of the Company and the same was intimated on 08^th November, 2024.

â¢ 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 01^st April, 2025 subject to shareholder approval of the Company. The same was intimated on 08^th November, 2024.

â¢ Proceedings related to the resolutions passed by the shareholders through e-voting via Postal Ballot on 20^th 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.

â¢ The Board of Directors has approved the initiation of voluntary liquidation of the Company''s wholly owned subsidiary "lnspirisys Solutions Japan KK" based in Japan at its meeting held on 07^th February, 2025.

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

â¢ Intimation regarding the final winding-up & liquidation of the wholly-owned subsidiary, Inspirisys Solutions DMCC (Dubai), effective 05^th May, 2025 and the same was intimated on 06^th 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 06^th 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 BOARD''S 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 (Firm''s Registration No. 105047W) has been appointed by the Shareholders at the 29^th AGM held on 28^th June, 2024 to holds office till the conclusion of 34^th 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 31^st 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 Company''s 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 30^th Annual General Meeting till the conclusion of the 35^th 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 31^st 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 Company''s 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

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

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

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

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

â¢ 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 07^th February, 2025.

â¢ 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 01^stApril, 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 Company''s employees, customers, vendors, investors, alliance partners, business associates, bankers for their continuous support given by them to the Company and their confidence reposed on the management. The Directors also thank the Central and the State Governments in India 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.

Mar 31, 2024

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

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

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

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

3. DIVIDEND

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

4. HUMAN RESOURCES DEVELOPMENT

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

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

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

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

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

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

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

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

5. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

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

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

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

The company has certifications for:

â¢ ISO 9001:2015 (Quality Management System)

â¢ ISO 27001:2013 (Information Security Management System)

â¢ ISO 20000-1:2018 (Service Management System)

â¢ CMMI Level 5 Dev 2.0

â¢ ISO 14001:2015 (Environmental Management System)

â¢ SOC 2 Type II (System and Organization Controls).

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

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

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

a. Consolidated and Standalone Financial Statements of the Company.

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

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

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

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

7. SUBSIDIARY COMPANIES

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

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

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

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

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

9. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

10. DIRECTORS RESPONSIBILITY STATEMENT

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

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

11. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

11. STATUTORY AUDITOR''S REPORT

Management response to the qualification in the Statutory

Auditor''s Report : -

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

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

â¢ 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.

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

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

â¢ 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.

â¢ Board of Directors of the Company approved the proposal of Voluntary Delisting of the Equity Shares dated on 16^thNovember, 2023.

â¢ Proceedings relating to the resolutions passed by way of Postal Ballot through e-voting by the Shareholders 30^thDecember, 2023.

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

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

â¢ 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.

â¢ 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.

â¢ 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 BOARD''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 (Firm''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 Company''s website i.e. www.inspirisys.com/investors

17. PARTICULARS OF EMPLOYEES

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

18. FIXED DEPOSITS FROM PUBLIC

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

19. CORPORATE SOCIAL RESPONSIBILITY

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

(a) the policy on Corporate Social Responsibility and

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

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

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

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs) Directors

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

21. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

22. ACKNOWLEDGEMENTS

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

Mar 31, 2018

DIRECTORS'' REPORT

THE MEMBERS OF ACCEL FRONTLINE LIMITED

The Directors are pleased to present the 23rd Annual Report of the Company together with Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS Rs, in lakhs

Particulars	Consolidated		Standalone
Particulars	March 2018	March 2017	March 2018	March 2017
Total Revenue	51,804	59,134	40,724	36,550
Earnings before interest, tax, depreciation and amortization (EBITDA)	1,233	3,038	2,109	1,135
Finance costs	1,923	2,490	1,810	2,356
Depreciation and amortization expense and impairment loss	833	1,464	643	890
Profit / (loss) before tax and exceptional items	(1,523)	(916)	(344)	(2,111)
Exceptional items	4,071	(134)	6,661	-
Profit / (loss) before tax	2,548	(1,050)	6,317	(2,111)
Tax expense	1,338	377	1,225	-
Profit / (loss) for the year	1,210	(1,427)	5,092	(2,111)
Other comprehensive income for the year, net of tax	137	(162)	59	43
Total comprehensive income for the year	1,347	(1,589)	5,151	(2,068)
Minority interest	(224)	(1,009)	-	-
Total comprehensive income after Minority Interest	1,123	(2,598)	5,151	(2,068)

2. BUSINESS PERFORMANCE

On a consolidated basis your Company achieved a revenue of Rs, 51,804 for FY 2017-18 as against Rs, 59,134 in the previous year. These are not comparable numbers as the performance for FY 17 includes full 12 months operation of M/s. Accel Systems & Technologies Pte. Ltd. and FY 18 has only 3 months consequent to sale of this subsidiary in July 17. Revenue from standalone operations for the FY 201718 stood at Rs, 40,089 which is a growth of 10% over the FY 2016-17 Rs, 36,370. The EBITDA on a consolidated basis was Rs, 1,233 and on a standalone basis stood at Rs, 2,109.

On disposal of M/s. Accel Systems & Technologies Pte. Ltd. (ASTL), a subsidiary company, your Company earned a profit of Rs, 8,227 on a standalone basis and Rs, 5,637 on a consolidated basis during the year.

3. DIVIDEND

In view of the fact the Company has incurred operating losses, the Directors have not recommended dividend for the year ended 31st March, 2018.

4. HUMAN RESOURCES DEVELOPMENT

The Company understands that employees are vital and valuable assets for the Company. It also believes in transforming manpower resources from "Asset" to "Strategic Asset" by increasing their capabilities. The Company recognises people as the primary source of its competitiveness and continues

its focus on people development by leveraging technology. In line with this business philosophy, the Company has initiated training of resources to 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 Company has rolled out a significant change in the Organisation Structure of the Company which has come into force from April 1, 2018.

Employee relations remained cordial throughout the year and the Company had 2,377 permanent employees on its rolls as on March 31, 2018. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels in the growth of the Company.

5. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

6. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

The Company believes in sustained efforts to maintain highest levels of quality to enhance customer satisfaction.

During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated.

The company has certifications for:

- ISO 9001:2015 (Quality Management System)

- ISO 27001:2013 (Information Security Management System)

- ISO 20000-1:2011 (Service Management System)

- CMMI Level 3 Dev 1.3

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. In order to achieve highest levels of quality and robust information security practices, the Company will progressively endeavour to achieve enterprise-wide CMMI Level 5 (for Development) in the near future.

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

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

a. Financial Statements of the Company and Consolidated Financial Statements.

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 has wholly owned subsidiaries operating in Japan, UAE, United States of America and United Kingdom which are not listed in India or abroad as of date. The Company also has a wholly owned unlisted Indian Subsidiary. 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 sub-section (3) of Section 129 of the Act and read with rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the financial Statement of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the Annual Report.

The Company had disposed off the entire investment (51% of equity) in M/s. Accel Systems & Technologies Pte. Ltd. (ASTL), Singapore. The sale proceeds of the investment has been reported under Exceptional Income in the Statement of Profit and Loss of the Company for the year ended March 31, 2018.

9. CORPORATE GOVERNANCE REPORT REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS, 2015.

As per SEBI LODR Regulations, 2015, Corporate Governance Report with Auditors Certificate on Compliance with the conditions of Corporate Governance is attached and form part of this report.

from public and as such, no amount on account of principal or interest on deposits from public were outstanding as on the date of the Balance Sheet.

- The receipt of orders from The Hon''ble Securities Appellate Tribunal on Graded Surveillance Measures (GSM) and about removal of scrip of the company from the GSM.

10. MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of SEBI (LODR) Regulations, a separate Annexure II to this Report is enclosed where the Management Discussion and Analysis and various initiatives and future prospects of the Company are provided.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Board of Directors of the Company hereby confirms that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2018, applicable Accounting Standards have been followed and there were no material departures from the same;

ii. we 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 March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

iii. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. we have prepared the annual accounts for the financial year ended March 31, 2018 on a going concern basis;

v. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

12. Statutory Auditors Report.

Management response to the qualification in the Statutory Auditor''s Report:

As disclosed in Note No. 32 to the Consolidated Financial Statements, the management of the wholly owned Indian subsidiary M/s. Accel IT Resources Limited (AITRL) has been revamped to restructure operations to optimize revenue generation by investing in technology and adding customer base. A new business plan has been put in place and the subsidiary has got the training centres accredited to National Skill Development Corporation (NSDC). The management of the subsidiary and the company is of the view that these business plans will help the company grow business and improve the financial position of the subsidiary thereby enabling the recovery of these investments and loans given along with interest, in the standalone financial results. Consequently the Company Management is of the view that no provision needs to be made for the investment or loan given to the subsidiary.

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

- The petition filed by Accel Limited against the Company, its Directors, then Company Secretary and the then Chief Financial Officer is dismissed as withdrawn as per the order received from NCLT on 6th September, 2017.

- The Board of Directors approved the closure / dissolution of the wholly owned subsidiary M/s. Network Programs (Japan), INC. in United States of America.

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

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on February 6, 2018 and evaluated the performance of Non- Independent Directors and the Board as a whole. Details regarding the same is provided in the Corporate Governance Report.

16. EVALUATION OF THE BOARD''S PERFORMANCE

The Board has carried out an evaluation of its own performance, also that of its Directors individually and it''s Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

17. AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm''s Registration No. 001076N/N500013) were appointed as the Statutory Auditors for a period of five years till the conclusion of the 24th Annual General Meeting (AGM).

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, Practicing Company Secretary (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 March 31, 2018. The Secretarial Audit Report is annexed as Annexure V to this report. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

18. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Company (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. No employee draws remuneration in excess of the limits in terms of the provisions of the 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.

19. FIXED DEPOSITS FROM PUBLIC

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 and the Rules framed thereunder

20. CORPORATE SOCIAL RESPONSIBILITY

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

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Directors

- Mr. Bin Cheng, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

- Mr. R.Ramaraj, Non-Executive Independent Director of the Company had resigned from the Directorship of the Company with effect from 10th October, 2017.

Key Managerial Personnel (KMP)

- Mr. Murali Gopalakrishnan had been appointed as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from 07th December, 2017.

- Mr. R.Neelakantan had resigned from the position of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from 29th November, 2017.

22. NAME CHANGE PROCESS

The Board sought the consent of Shareholders of the Company by way of special resolution through Postal Ballot as per the notice issued to the Shareholders on 28-06-2018 for Change in the name of the Company from ''M/s. Accel Frontline Limited'' to ''M/s. Inspirisys Solutions Limited'' and consequent amendment to Memorandum of Association and Articles of Association of the Company. The special resolution was passed by the Shareholders of the Company with requisite majority and accordingly the Postal Ballot results were declared on 30-07-2018.

23. ACKNOWLEDGEMENTS

Your Directors take this opportunity to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank all valuable stakeholders viz., customers, suppliers, alliance partners, bankers and other business associates for the continued and excellent support given by them to the Company and their confidence reposed in the management. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

Your Directors also appreciate and value the trust reposed in them by Members of the Company.

For and on behalf of the Board of Directors

Place: Chennai Malcolm F. Mehta

Date: 07^th August, 2018 Chairman & Chief Executive Officer

Mar 31, 2016

DIRECTORS'' REPORT

THE MEMBERS OF ACCEL FRONTLINE LIMITED

The Directors present the 21^st Annual Report of ACCEL FRONTLINE LIMITED (the Company) Standalone and Consolidated financial statement along with the Audited Financial Statements for the financial year ended 31^st March, 2016.

1. FINANCIAL RESULTS Rs. in lakhs

Particulars	Consolidated		Standalone
Particulars	2016	2015	2016	2015
Sales, services & other income	51,293	48,734	32,347	34,209
Earnings before interest, tax, depreciation and amortization (EBITDA)	1,498	5,067	(892)	3,577
Finance costs	2,083	2,255	1,957	2,128
Depreciation and amortization expense	1,262	1,203	846	1,050
Operating Profit before Tax & Prior Period expenses	(1,847)	1,609	(3,695)	399
Prior Period Expenses / Income net	11,465	1,505	10,003	1,505
Provision for tax (Net)	370	(216)	61	(361)
Profit after tax	(13,682)	320	(13,759)	(745)
Minority Interest	822	414	-	-
Profit after Minority Interest	(14,504)	(94)	(13,759)	(745)
Balance brought forward from previous year	1,215	1,514	712	1,574
Amount available for appropriation	(13,289)	1,420	(13,047)	829
Transfer to Depreciation Reserve	-	205	-	117
Balance carried to Balance Sheet	(13,289)	1,215	(13,047)	712

2. DIVIDEND

The Directors have not recommended dividend for the year ended 31st March, 2016.

3. OPERATING RESULTS AND BUSINESS OPERATIONS

For the Financial Year 2015 - 16, your Company has achieved a revenue of Rs.51,293 lakhs on a consolidated basis and Rs.32,347 lakhs on a standalone basis. The EBITDA on a consolidated basis Rs.1,498 lakhs and on a standalone basis stood at Rs. (892) lakhs. The Company had to provide a sum of Rs.11,465 lakhs on a consolidated basis and Rs.10,003 lakhs on a stand-alone basis on account of certain prior period and exceptional items accounted during the year. This resulted in a net loss of Rs.14,504 lakhs on a consolidated basis and Rs.13,759 lakhs on a standalone basis.

4. HUMAN RESOURCES DEVELOPMENT

The Company has been in the same line of business over the years and has in the past year identified technologies and areas having potential for future growth of the Company. The Company recognizes that employees are its main asset. In line with this the Company has initiated training of resources to meet the market requirements and deliver high quality services. Talent recognition and reward for performance is one of the key measures to encourage and motivate employees. Regular Knowledge and skill upgradation training programs are conducted by internal as well as external knowledge management experts.

5. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no complaints received by the ICC and no cases were pending for disposal.

6. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

The company believes in sustained efforts to maintain highest levels of quality to enhance customer satisfaction. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated.

The company has certifications for:

- ISO 9001:2008 (Quality Management System)

- ISO 27001:2013 (Information Security Management System)

- ISO 20000-1:2011 (Service Management System)

- CMMI Level 3 Dev 1.3

The company is in the process of putting in place policies, processes and systems that will not only enable strengthening and smooth functioning of the operations but also improve the quality of operations.

In order to achieve highest levels of quality and robust information security practices, the Company will progressively endeavor to achieve enterprise-wide CMMI Level 5 (for Development) in the near future.

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

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

a. Financial Statements of the Company and Consolidated Financial Statements.

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 has subsidiaries operating in Singapore, UAE, Japan, United States of America and United Kingdom which are not listed in India or abroad as of date. The Company also has a wholly owned unlisted Indian Subsidiary.

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.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial Statement of the subsidiaries is set out in the prescribed Form AOC-1, which forms part of the Annual Report.

9. CORPORATE GOVERNANCE REPORT REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS, 2015.

As per SEBI LODR Regulations, 2015, Corporate Governance Report with Auditors'' Certificate on Compliance with the conditions of Corporate Governance is attached and form part of this report.

10. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis and various initiatives and future prospects of the Company are enclosed, separately as Annexure-II to this report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the present management, the directors hereby confirm that:

i. the present management in the preparation of the annual accounts for the financial year 2015-16, have followed the applicable accounting standards and there were no material departures, except for recognition of revenue and valuation of inventories done by the previous management.

ii. the present management 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 the financial year;

iii. the present management have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that they have put in place adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, subject to para 8 (c) relating to internal controls.

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

v. the present management have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, however, the auditors have opined that the company has not maintained adequate internal financial controls over financial reporting as mentioned in para 9 relating to internal controls. The present management is in the process of strengthening the same.

vi. the present management have put in place proper systems to ensure compliance with the provisions of all applicable laws subject to the above matters and that such newly introduced systems are adequate and have been operating effectively since they have been put in.

12. Auditors and Secretarial Auditor Report.

(a) Management responses to the qualifications in the auditor''s report:

1. Provisions for bad and doubtful debts:

As disclosed in Note 30 to the financial statements, during the financial year, the Company under the present management had undertaken an exercise to validate the quality of the Trade receivables by appointing an independent consultant from one of the big four accounting firms. Based on the Special Audit (Review) Report and ongoing exercise conducted by the present management on certain other areas including inventories, fixed assets, etc., the Company had concluded that there was over-ride of financial controls when the Company was under the previous management, resulting in financial mis-management prior to the operations being handed over to the present management by the previous management in operation control of the Company in two stages in May, 2015 and September, 2015.The same has been provided/written off in the books, which is disclosed in the financial results as prior period items (which pertain to transactions prior to 31st March 2015) / exceptional items. The management is of the opinion that these provisions/write off''s are appropriate as on date.

2. Valuation of Inventories:

As disclosed in Note 33 to the financial statements, the company has rectified the software recording of the inventory transactions to reflect the weighted average cost of inventory. The company is taking necessary steps to correct the opening valuation of the stocks during the current financial year.

3. Provisions for Inventory:

As disclosed in Note 32 to the financial statements, based on the 100% physical verification of its inventories conducted by the management, the company has provided for the material discrepancies in the financial statements. The company is also in the process of evaluating and strengthening the existing process.

4. Fixed assets of the company:

As disclosed in Note 31 to the financial statements, the company had conducted physical verification of certain block of assets and have written off value of non-existent assets in its financial statements. The company has initiated a reconciliation process and the same will be completed during the current financial year.

5. Recognition of revenue:

As disclosed in Note 20(a) to the financial statements, during the previous year, the company had recognized revenue of Rs. 397 lakhs with a cost of Rs.368 lakhs for shipments made during the previous year and received by the customer during the current financial year. The then management recognized the revenue in the previous year itself as it believed that the risk relating to the shipments had been transferred during that period.

6. Preparation of accounts on going concern basis:

As disclosed in Note 34 to the financial statements, the company had a net loss of Rs.13,759 lakhs, negative cash flows of Rs.430 lakhs, negative net worth of Rs.2,356 lakhs and current liabilities exceed current assets by Rs.6,458 lakhs. The company has prepared the accounts on a going concern basis as it has availed adequate facilities with various banks to meet its obligations over the next 12 months and have made a cash profit of Rs.423 lakhs during the quarter ended 30th June 2016.

(b) Qualifications by the Secretarial Auditor and management response:

1. An order under Sections 11(1), 11(2)(j), 11(4) and 11 B of SEBI Act, 1992 read with Section 12A of Securities Contracts (Regulations) Act, 1956 from SEBI dated 22nd July, 2015 was received against the Company and its Promoters towards non-compliance with minimum public shareholding norms. However, the Company is now compliant with the Minimum Public Shareholding norms.

The Company has on 18th March, 2016 received the final order from SEBI revoking the directions issued vide order dated 22nd July, 2015 against the Company, its Directors, Promoter and Promoter Group.

2. One of the shareholder of the company M/s. Accel Limited represented by its Chairman Mr. N.R. Panicker has filed a Company petition under Section(s) 397, 398, 402, 403 and 406 of the Companies Act, 1956 before the Company Law Board, Chennai Bench, (now re designated as the National Company Law Tribunal at Chennai), wherein inter-alia the Company (M/s. Accel Frontline Limited) and all its present Directors, Chief Financial Officer and then Company Secretary have been named as respondents.

The Directors do not immediately expect any financial implications arising from the same.

3. The Company had suo moto engaged an Independent Consultant from one of the big four accounting firms to examine the quality of Bills receivable of the company and other transactions arising out of their work procedures initially for the 3 year period ended 31st March 2015 and subsequently extended to 31st December, 2015. The report of the said accounting firm ("Special Audit (Review) Report") was presented to the Board of the Company on 14th March, 2016. The preliminary findings of the Independent Auditor were intimated to the Stock Exchanges on 9th February, 2016 and the final findings were intimated on 14th March, 2016.

4. During the year under review, the Board of Directors of the Company at their meeting held on 20th March, 2016 had suspended Mr. N.R. Panicker from his position as Executive Chairman of the Company based on the discussions on the Special Audit (Review) Report.

5. The Company had made an application to the SEBI and Stock Exchanges seeking extension of time till 31st August, 2016 for adopting the audited financial results for the year ended 31st March, 2016. Subsequently, the Company had adopted the audited financial results for the year ended 31st March, 2016 on 1st August 2016.

6. The Company had made an application to the Registrar of Companies, Chennai seeking extension of time for three months till 31st December, 2016 to hold the Annual General Meeting. In consideration of the company''s application, the Office of Registrar of Companies (ROC), Chennai vide its order dated 30th September, 2016 had approved the application and granted extension of time for three months till 31st December, 2016 to hold the Annual General Meeting.

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

(i) The Company had suo-moto appointed an Independent Consultant from one of the big four accounting firms to examine the quality of bills receivables of the company for the period of 3 years ended March, 2015. The company had informed the Stock Exchanges on 9th February, 2016 of the preliminary findings and on 14th March, 2016 of the findings of the final report.

(ii) The Board of Directors had suspended Mr. N.R. Panicker from his position as Executive Chairman of the Company based on the discussions by the Board on the Special Audit (Review) Report at the meeting held on 20th March 2016.The term of Mr. N R Panicker as Director of the Company has ended on 31st March, 2016. A sub-committee comprising of 3 Independent Directors, the Executive Director and CFO was formed to recommend to the Board further actions.

(iii) One of the shareholder of the company M/s. Accel Limited represented by its Chairman Mr. N R Panicker has filed a Company petition under Section(s) 397, 398, 402, 403 and 406 of the Companies Act, 1956 before the erstwhile Company Law Board, Chennai Bench,(now re-designated as the National Company Law Tribunal at Chennai), against the Company, all its present Directors, the Chief Financial Officer and then Company Secretary.

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

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an Annexure-III to this Report.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 14th March, 2016 and evaluated the performance of Non-Independent Directors and the Board as a whole. Further details are available in the Corporate Governance Report.

16. EVALUATION OF THE BOARD''S PERFORMANCE

The Board has carried out an evaluation of its own performance, also that of its Directors individually and its Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

17. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Walker Chandiok & Co LLP, Chartered Accountants, Chennai, bearing (ICAI Registration No 001076N/ N500013) were appointed as Statutory Auditors for a period of five years till the conclusion of the 24th Annual General Meeting (AGM), which was subject to ratification at every AGM, be and is hereby ratified to hold the office from the conclusion of this AGM till the conclusion of the next AGM of the Company.

18. PARTICULARS OF EMPLOYEES

No employees draws remuneration in excess of the limits in terms of the provisions of the 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.

19. FIXED DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

- Mr. N.R. Panicker, was suspended as Executive Chairman on 20th March, 2016 and subsequently retired as Director on 31st March, 2016.

- In accordance with Section 149 and other applicable provisions of the Companies Act, 2013, Mr. R. Ramaraj was re-appointed as an Independent Director for a further period of three years i.e. from 31st October, 2015 to 30th October. 2018.

- Mr. Bin Cheng, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

- Mrs. Sweena Nair, Company Secretary and KMP resigned as Company Secretary and Compliance Officer w.e.f 21st October, 2016.

- Mr. S. Sundaramurthy was appointed as the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. 21st October, 2016.

21. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the present management.

For and on behalf of the Board

R.Ramaraj Malcolm F. Mehta

Director Executive Director

Place : Chennai

Date : 21st October, 2016

Mar 31, 2015

To

THE MEMBERS OF ACCEL FRONTLINE LIMITED

The Directors have pleasure in presenting the 20th Annual Report of ACCEL FRONTLINE LIMITED (the Company) Standalone and Consolidated financial statement along with the audited financial statements for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS Rs. in lakhs

Consolidated Standalone Particulars 2015 2014 2015 2014

Sales, services & other income 48,734 42,825 34,209 30,089

Earnings before interest, tax, depreciation and amortization (EBITDA) 5,067 4,242 3,577 3,770

Finance costs 2,255 2,616 2,128 2,503

Depreciation and amortization expense 1,203 1,107 1,050 972

Operating Profit before Tax & Prior Period expenses 1,609 519 399 295

Prior Period Expenses / Income net 1,505 - 1,505 -

Provision for tax (Net) (216) 70 (361) 50

Profit after tax 320 449 (745) 245

Minority Interest 414 112 - -

Profit after Minority Interest (94) 337 (745) 245

Balance brought forward from previous year 1,514 1,177 1,574 1,329

Amount available for appropriation 1,420 1,514 829 1,574

Transfer to Depreciation Reserve 205 - 117 -

Balance carried to Balance Sheet 1,215 1,514 712 1,574

2. DIVIDEND

The Directors have not recommended dividend for the year ended 31st March, 2015 to conserve resources and to augment the long term working capital for future growth.

3. OPERATING RESULTS AND BUSINESS OPERATIONS

For the Financial Year 2014-15, your Company has achieved a revenue of Rs.48,734 lakhs on a consolidated basis and Rs.34,209 lakhs on a standalone basis. This represents a moderate growth of about 14% on a year to year basis. The EBIDTA on a consolidated basis Rs.5,067 lakhs and on a standalone basis stood at Rs.3,577 lakhs. The Company had to provide a sum of Rs.1,433 lakhs on a consolidated basis and Rs.1,433 lakhs on a stand-alone basis on account of the new revenue recognition policy adopted during the year. This resulted in a net loss of Rs.94 lakhs on a consolidated basis and Rs.745 lakhs on a standalone basis.

4. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Accel people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. Employees, whose collective efforts have enabled Accel to achieve its organisational goals and set the base right for the next phase of growth.

Accel has restructured its workforce into various businesses to ensure that every business is operated and supported equally. The human resource policies have evolved to stay relevant to the changing economic and business environment and enhance organizational agility.

The Company has a matured talent management process and environment where performance is rewarded and opportunities are provided for career growth and development. Focused imitates towards work life balance and safety of employees have helped the Company in gaining confidence level of the employees and bring down the attrition levels.

5. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Ant-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of Sexual harassment complaints received and disposed of during the year 2014-15.

No of complaints:- Nil.

No of Complaints disposed of- Nil.

6. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Accel believes in sustained efforts to maintain highest levels of quality to enhance customer satisfaction. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated.

The Company has certifications for:

- ISO 9001:2008 (Quality Management)

- ISO 27001:2005 (Security Management)

- ISO 20000-1:2005

- CMMI Level 3

These quality driven processes help in supporting Accel's global delivery model.

In order to achieve highest levels of quality and robust information security practices, the Company will endeavour to achieve enterprise-wide CMMI Level 5 (for Development) in the near future.

An employee portal exists for knowledge management and sharing useful information within the Company. Regular knowledge and skill up gradation training programs are conducted by internal as well as external knowledge management experts.

7. DOCUMENTS PLACED ON THE WEBSITE (WWW.ACCELFRONTLINE.IN)

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

a. Financial Statements of the Company and Consolidated Financial Statements.

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 has subsidiaries operating in Singapore, UAE, Japan, North America and United Kingdom which are not listed in India or abroad as of date. The Company also has a wholly owned unlisted Indian Subsidiary.

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.

In terms of proviso to sub Section (3) of Section 129 of the Act, the salient features of the financial Statement of the subsidiaries is set out in the prescribed Form AOC-1, which forms part of the Annual Report.

9. CORPORATE GOVERNANCE REPORT REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the Listing Agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' Certificate on Compliance with the conditions of Corporate Governance are attached and form part of this report.

10. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis and various initiatives and future prospects of the Company are enclosed, separately as annexure-ii to this report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014-15, 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 the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls 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 that such internal financial controls are adequate and operating properly; and

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

12. AUDITORS AND SECRETARIAL AUDITORS REPORT

The Secretarial Auditor has qualified in his report stating that the office of the Chief Financial Officer was left vacant for a period of more than 6 months from the date of previous vacancy during the year. However, the Company has subsequently appointed a Chief Financial officer on 09.06.2015.

Regarding the opinion expressed by the Statutory Auditors on inventory valuation, the Management is taking steps to work on the software to reflect the exact value of inventory.

Regarding the opinion expressed by the Statutory Auditors on revenue recognition, the Company has been following the policy of recognizing the revenue on account of sale of goods when materials are dispatched from the premises and /or handover the materials to the transporter against the lorry receipt/such other document and pay VAT on such sale. As the Company been following this practice for earlier financial years, it continued the same practice for the current financial year also as the practice meets all the 3 criteria a) prudence, b) substance over form and c) materiality. The management will ensure that the Company will change over to the new revenue recognition policy in the subsequent financial years.

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

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an annexure-iii to this Report.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 5th May, 2015 and evaluated the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company considering the views of other Directors. Further details are available in the Corporate Governance Report.

15. EVALUATION OF THE BOARD'S PERFORMANCE

The Board has carried out an evaluation of its own performance, also that of its Directors individually and its Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

16. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants, Chennai, bearing (ICAI Registration No.001076N ), were appointed as Statutory Auditors for a period of five years till the conclusion of the 24th Annual General Meeting ( AGM) , which was subject to ratification at every AGM, be and is hereby rafted to hold the office from the conclusion of this AGM till the conclusion of the 21st AGM of the Company to be held in the year 2016.

17. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and rules made there-under, in respect of employees of the Company, is not required to be provided since there are no employees covered under the provision.

18. FIXED DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet.

19. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board

Place : Chennai N.R. Panicker

Date : 04th August, 2015 Executive Chairman

Mar 31, 2014

The Members

The Directors are pleased to present the 19th annual report along with the audited financial statements for the financial year ended March 31, 2014.

Financial results

Consolidated

2014 2013

Sales, Services & other income 42650.46 40,137.95

Earnings before interest, tax, depreciation 4066.84 3,325.05 and amortization (EBITDA)

Finance costs 2441.29 1,995.07

Depreciation and amortization expense 1106.53 1,067.77

Provision for tax (Net) 69.81 143.54

Profit after tax 449.21 118.67

Balance brought forward from previous year 1625.69 1.507.02

Amount available for appropriation 2074.90 1.625.69

Balance carried to Balance Sheet 2074.90 1625.59

Standalone 2014 2013

Sales, Services & other income 29914.11 32921.26

Earnings before interest, tax, depreciation 3594.12 3345.93 and amortization (EBITDA)

Finance costs 2327.49 1953.83

Depreciation and amortization expense 971.69 968.60

Provision for tax (Net) 50.04 143.54

Profit after tax 244.78 279.96

Balance brought forward from previous year 1329.15 1049.17

Amount available for appropriation 1573.93 1329.15

Balance carried to Balance Sheet 1573.93 1329.15

Consolidation

The domestic economy continued to languish recording a below 5 % growth for the second consequent year, during FY 14, The constant changes in domestic and global economic landscape continues to create uncertainty in the business environment .The expected recovery of the Indian economy during the second half did not materialize due to adverse political climate prevailed in the country,. However the exchange rates showed some stability during the second half bringing some comfort to our operations. The prospects of growth in the indian economy continues to be challenged due to various factors like depreciating rupee, inflation, current account deficit etc. The company is constantly monitoring the situation and taking various steps for risk mitigation.

On a standalone basis, the revenues from operations and other income stood at INR 29914 lakhs , representing a decline of 9% over previous year. However the EBITDA margins improved as compared to the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) at INR 3594 lakhs were higher by 7% over previous year.

On a consolidated basis, the revenues from operations and other income stood at INR 42,650 lakhs, representing a growth of 6% over previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) at INR 4067 lakhs were higher by 22% over previous year, due to improvement in the EBITDA margins The decline in the standalone revenues is attributable to planned gradual reduction in system integration business, with lower margins compared to other IT service businesses. However this reduction in revenues was offset by growth in the overseas subsidiary operations and software services and which resulted in better EBITDA margins in FY14 compared to FY13.

Share Capital

During the FY2014, the company allotted 55,00,000 Equity shares on 10th January 2014 by way of preferential allotment to M/s CAC Holdings Corporation.(" CAC") ( earlier CAC Corporation) as a part of the shareholders agreement dated 9th December 2013 entered

into between the company, its promoters and CAC wherein CAC had agreed to acquire 51% stake in the company. As on 31st March 2014 the paid up capital of the company stood at Rs. 29,76,18,730/-consisting of 2,97,61,873 Equity shares of face value Rs. 10/- each fully paid-up.

CAC have acquired 51,41,175 Equity Shares (i.e. 17.27%) of the company by way of a mandatory open offer. They have also acquired 75,00,000 Equity shares from the existing promoters by way of an Inter-se sale as part of the shareholders and share purchase agreement dated 9th December 2013. With this acquisition, CAC now holds 1,81,41,175 Equity Shares, constituting 60.95% of the Equity Share Capital of the company and have become the holding company. The total promoter holding is 2,64,93,951 Equity Shares (89.02%) and the public shareholding is 32,67,922 Equity Shares (10.98%) in the company.

Since the public shareholding has fallen below the stipulated minimum requirement of 25%, the company is not compliant with Rule 19A of securities contract Regulation( Rules) 1957 (SCRR) and Clause 40A of the Listing Agreement which stipulates a minimum public shareholding of 25%.

The company is taking necessary steps to reduce the promoter shareholding so as to achieve the minimum public shareholding of 25%. As per present regulations this can be achived on or before 31 March 2015.

Human resource development

Accel employs over 3059 full time employees with diverse background. Whose collective efforts have enabled Accel to achieve its organizational goals and set the base right for the next phase of growth.

Accel has restructured its work force into various businesses to ensure that every business is operated and supported equally. The human resource policies have evolved to stay relevant to the changing economic and business environment and enhance organizational agility.

The company has a matured talent management process and environment where performance is rewarded and opportunities are provided for career growth and development. Focused initiatives towards work life balance and safety of employees have helped the company in gaining confidence level of the employees and bring down the attrition levels.

Quality standards

Accel believes in sustained commitment to highest levels of quality to enhance customer satisfaction. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated.

The Company achieved certifications for:

- ISO 9001:2008 (Quality Management)

- ISO 27001:2005 (Security Management)

- ISO 20000-1:2005

- CMMI Level 3

An employee portal exists for knowledge management and sharing useful information within the Company. Regular knowledge and skill upgradation training programs are conducted by internal as well as external knowledge management experts.

These quality driven processes help in supporting Accel''s global delivery model

In order to achieve highest levels of quality and robust information security practices, the company will endeavor to achieve enterprise-wide CMMI Level 5 (for Development) in the near future

Finance, Accounts and Internal control systems

The company has adequate internal control procedures commensurate with the size and nature of its operations. The internal control systems were further strengthened by internal audit carried by an independent firm of Chartered Accountants and a periodical review by the management. The Audit Committee of the board addresses issues raised by internal auditors and the statutory auditors.

The financial objective of the company is to bring in efficiencies of operations at all levels so as to maximize return on capital employed and to generate sufficient cash profits to fund on-going expansions and to meet the growth objectives.

The audit committee and the Board periodically review performance parameters related to financial performance of the company to ensure smooth implementation of the internal control systems and efficient management of the various resources. The audit committee conducts periodic reviews with the management, internal auditor and the statutory auditor. There is an on-going cost monitoring program to control various expenses and the Board reviews the variance analysis.

Report of Corporate Governance and Auditors Certificate on Corporate Governance

A report on Corporate Governance together with auditor''s certificate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided as Annexure III to this report.

The certificate issued by the auditors of the company on corporate governance is given as Annexure IV to this report.

Management Discussion and Analysis

The Management Discussion and Analysis and various initiatives and future prospects of the company are enclosed, separately as Annexure II to this report.

Director''s responsibility statement

The directors'' responsibility statement pursuant to sub section 2 AA of Section 217 of the Companies Act 1956 is given as Annexure V to this report.

CEO/CFO Certification

The Executive Chairman and the Chief Finance Officer have sub- mitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49 (V) of the Listing Agreement. This is provided as Annexure VI to this report

Financial Statements of Subsidiary companies:-

The Company has 8 subsidiaries as on March 31, 2014There has been no material change in the nature of the business of the subsidiaries.

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed Under Section 211 (3C) of the Act. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provisions of Section 212(8)of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included as an Annexure VIII to this report. The annual accounts of these subsidiaries and the related information will be made available to any member of the company/its subsidiaries seeking such information and are available for inspection by any member of the company/subsidiaries at the Registered Office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, at the Head Offices/ Registered Offices of the respective subsidiary companies.

Dividend

The Directors have not recommended dividend for the year ended March 31, 2014 to conserve resources and to augment the long term working capital for future growth.

Directors

Mr. AP.Parigi having DIN 00087586 resigned from the Board with effect from 7th May 2014. The Board places on record its deep appreciation and gratitude for his guidance and contribution to the company during his tenure.

Mr. Steve Ting Tuan Toon having DIN 00114004 resigned from the board with effect from 13th August 2014. The Board places on record its deep appreciation and gratitude for his guidance and contribution to the company during his long tenure.

Mr. Bin Cheng ( Din No. 06913491) was appointed as a Director to fill a causal vacancy with effect from 13th August 2014, caused due to the resignation of Mr. Steve Ting Tuan Toon. Pursuant to section 161(4) of the companies Act 2013 Mr. Bin Cheng will hold office till such time the director in whose place he is appointed would have held office.

Mr. Steve Ting Tuan Toon who has resigned on 13th August 2014, would have retired by rotation at this Annual General Meeting. Mr. Bin cheng now retires by rotation and has offered himself for appointment.

Mr. Malcolm Farrokh Mehta having DIN 03277490 was appointed as an Additional Director of the Company with effect from 7th May 2014 and he was further appointed as a wholetime director designated as Executive Director with effect from 1st July 2014 to hold office till 30th June 2017.His appointment is being recommended for confirmation in the ensuing Annual General Meeting. The necessary resolutions are being placed before the shareholders for approval.

Mr. Sam (S) Santhosh Independent director has resigned fromt the baord with effect from 13th August 2014. The causal vacancy arisen on account of his resignation is not being filled. The Board places on record its deep appreciation and gratitude for his guidance and contribution to the company during his long tenure.

Mr. Masaaki Miura having Din no. 06915575 was appointed as an Additional Independent director with effect from 13th August 2014. Mr. Miura possess the qualifications and skills relevant for the company''s business . The company has received declarations from Mr. Miura that he meets with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Act and under clause 49 of the Listing agreement. The necessary resolution is being placed before the shareholders for approval.

Auditors

M/s Walker Chandiok & Co.LLP, Chartered Accountants, Chennai bearing ICAI Registration No. 001076N are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the twenty fourth Annual General Meeting of the Company held thereafter (a period of five years), subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Walker Chandiok & Co. LLP, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

The auditors M/s K S Aiyar & Co, Chartered Accountants have been the Statutory auditors of the company since 2005-2006. As per the Section 139 (2) of the Companies Act 2013 an audit firm can serve as auditors of the company for not more than two terms of five consecutive years. AS the Auditors have completed one term of five consecutive years the company felt the need to rotate the auditor.

Internal Auditors

M/s K S Aiyar and Co the erstwhile statutory Auditors of the company will be the Internal Auditor of the company for the financial year 2014-2015. w.e.f. the conclusion of this AGM.

Credit Rating

Secretarial Standards of the ICSI Secretarial standrads issued by the Institute of Company secretaries of India from time to time are currently recommendatory in nature. The company is , however, complying with most of the standards.

Internal compliants Committee

With regard to the Supreme Court Judgment and guidelines issued in Vishaka case - Gazette publication dated 22nd April 2013, to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, the company has formed a policy for prevention, prohibition and redressal of Sexual harassment of women at workplace. The company has also constituted an Internal Complaints Committee: (ICC) and Enquiry committee to redress such complaints.

Particulars of Employees

The particulars regarding employees of the company pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given as annexure VII to the Director''s Report. In terms of sec 219 (1) (b) (iv) of the Companies Act 1956 the Directors Report (excluding annexure VII) is being sent to all the shareholders of the company. Any shareholder interested in obtaining a copy of the said annexure may write to the company secretary at the registered office of the company.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure to this report.

Directors'' Responsibility Statement

Pursuant to Sub-Section 2AA of section 217 of the Companies Act 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed.

2. Appropriate Accounting Policies have been selected and applied consistently by the company and that the judgments and the estimates made thereat are prudent and reasonable so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the profit of the company for the year ended March 31, 2014

3. Proper and sufficient care has been taken in maintaining adequate accounting records of the company in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

4. The Annual Accounts of the company as aforesaid have been prepared on a going concern basis.

Acknowledgement

The directors would like to express their grateful appreciation for the assistance and co- operation received from central and state governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. The directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the Board

N.R. Panicker Executive Chairman

Chennai, May 7, 2014

Mar 31, 2013

To The Members

The Directors are pleased to present the 18th annual report along with the audited fnancial statements for the fnancial year ended March 31, 2013.

Financial results

INR in lakhs

Standalone Consolidated

2013 2012 2013 2012

Sales, services & other incom 32,921.26 42,352.47 40,137.95 48,614.06 Earnings before interest, tax, depreciation 3,345.93 3,673.14 3,325.05 3,362.88 and amortization (EBITDA)

Finance costs 1,953.83 1,739.61 1,995.07 1,794.33

Depreciation and amortization expense 968.60 795.08 1,067.77 991.25

Provision for tax (Net) 143.53 199.84 143.54 199.84

Proft after tax 279.97 938.60 118.67 377.46

Balance brought forward from Previous year 1,049.18 2,414.74 1,507.02 3,433.72

Amount available for appropriation 1,329.15 3,497.44 1,625.69 3,955.28 Appropriations

Proposed Dividend on equity shares 363.93 363.93

Tax on Dividend 59.04 59.04

Transfer to General Reserve 100.00 100.00

Security Premium cancelled on account of merger 1,925.29 1,925.29

Balance carried to Balance Sheet 1,329.15 1,049.18 1,625.59 1,507.03

Total 1,329.15 3,497.44 1,625.69 3,955.28

Company''s performance

The global economic slowdown during the fnancial year 2012-13 with macro economic uncertainties impacted the business envi- ronment in India. The slowdown is expected to continue through f- nancial year 2013-14 with faster growth expected in few emerging markets. These uncertainties have prepared the industry to operate more efciently embedded with a disciplined cost management in order to strengthen the foundation of the businesses.

Financial year 2012-13 represents the full year operations after the consolidation of all the IT service business in 2011-12. The company has successfully integrated these merged business portfolios and could transform itself to ofer more value added services.

On a standalone basis, the revenues from operations and other in- come stood at INR 32,921.26 lakhs, representing a decline of 22% over previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) at INR 3,345.93 lakhs were lower by 9% over previous year. However the EBITDA margins improved 10.16% in FY13 compared to 8.67% in FY12.

On a consolidated basis, the revenues from operations and other income stood at INR 40,137.95 lakhs, representing a decline of 17% over previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) at INR 3,325.05 lakhs were lower by 1% over previous year. However the EBITDA margins improved to 8.28% in FY13 compared to 6.92% in FY12.

The decline in revenues is attributable to planned reduction in the IT hardware centric system integration business, which commands lower margins compared to IT service business. However this re- duction in revenues was partly ofset by growth in software and infrastructure management services revenues, which resulted in better EBITDA margins in FY13 compared to FY12.

Durring FY13 the company''s liquidity possition remained challeng- ing due to additional investment made in software assets and over- seas subsidiaries, to enhance the software business.

The compnay has initiated various steps to ease the liquidity po- sition and augment long term working capital required for future growth as planned.

Human resource development

The company employs over 1,722 full time employees with diverse background. The collective eforts of all these employees have en- abled the company to achieve its organizational goals and set the base right for the next phase of growth.

The company has restructured its work force into various busi- nesses to ensure that every business is operated and supported equally. The human resource policies have evolved to stay relevant to the changing economic and business environment and enhance organizational agility.

Workforce strategy was planned with a focus on sustainable utili- zation levels. A lot of eforts are being taken to implement these strategies to maintain costs at optimal levels.

The company has a matured talent management process and en- vironment where performance is rewarded and opportunities are provided for career growth and development. Focused initiatives towards work life balance and safety of employees have helped the company in gaining confdence level of the employees and bring down the attrition levels.

Quality standards

The company believes in sustained commitment to highest levels of quality to enhance customer satisfaction. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems up- dated.

The Company achieved certifcations for:

ISO 9001:2008 (Quality Management) ISO 27001:2005 (Security Management) ISO 20000-1:2005 (Service Management) CMMI Level 3 (Software Developemnt)

An employee portal exists for knowledge management and shar- ing useful information within the Company. Regular knowledge and skill up gradation training programs are conducted by internal as well as external knowledge management experts.

These quality driven processes help in supporting the company''s global delivery model

In order to achieve highest levels of quality and robust information security practices, the company has planned to achieve enterprise- wide CMMI Level 5 (for Development) during the next fnancial year.

Finance, Accounts and Internal control systems

The company has adequate internal control procedures commen- surate with the size and nature of its operations. The internal con- trol systems were further strengthened by internal audit carried by an independent frm of Chartered Accountants and a periodical review by the management. The Audit Committee of the board ad- dresses issues raised by internal auditors and the, statutory audi- tors.

The fnancial objective of the company is to bring in efciencies of operations at all levels so as to maximize return on capital em- ployed and to generate sufcient cash profts to fund on-going ex- pansions and to meet the growth objectives.

The audit committee and the Board periodically review perfor- mance parameters related to fnancial performance of the com- pany to ensure smooth implementation of the internal control systems and efcient management of the various resources. The audit committee conducts periodic reviews with the management, internal auditor and the external auditor. There is an on-going cost monitoring program to control various expenses and the Board re- views the variance analysis.

Report of Corporate Governance and Auditors Certifcate on Corporate Governance

A report on Corporate Governance together with auditor''s certif- cate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided as annexure III to this report.

The certifcate issued by the auditors of the company on corporate governance is given as Annexure IV to this report.

Management Discussion and Analysis

The Management Discussion and Analysis and various initiatives and future prospects of the company are enclosed, separately as annexure II to this report.

Director''s responsibility statement

The directors'' responsibility statement pursuant to sub section 2 AA of Section 217 of the Companies Act 1956 is given as Annexure V to this report.

CEO / CFO Certifcation

The Chairman and Managing director and the Chief Finance Ofcer have submitted a certifcate to the Board regarding the fnancial statements and other matters as required under Clause 49 (V) of the Listing Agreement. This is provided as Annexure VI to this re- port

Financial Statements of Subsidiary companies:-

The Company had 8 subsidiaries as on March 31, 2013, up from 7 as on March 31, 2012. Accel Technologies Limited, UK was incorpo- rated during fnancial year 2012-13 as a strategy to penetrate this market for its ÂProduct engineering and Automotive embedded solutions''.

There has been no material change in the nature of the business of the subsidiaries.

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated fnancial statement of the Com- pany and all its subsidiaries is attached. The consolidated fnancial statement has been prepared in accordance with the relevant ac- counting standards as prescribed Under Section 211 (3C) of the Act. The consolidated fnancial statement discloses the assets, li- abilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provisions of Section 212(8)of the Act, the Min- istry of Corporate Afairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Proft & Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief fnancial details of the Company''s subsidiaries for the fnancial year ended March 31, 2013 is included as an annexure VIII to this report. The annual accounts of these subsidiaries and the related information will be made available to any member of the company/its subsidiaries seeking such information and are avail- able for inspection by any member of the company/subsidiaries at the Registered Ofce of the Company. The annual accounts of the said subsidiaries will also be available for inspection, at the Head Ofces / Registered Ofces of the respective subsidiary companies.

Dividend

The Directors have not recommended dividend for the period ended March 31, 2013 considering the lower profts achieved dur- ing the fnancial year 2012-13. Further, given that we are in a high leverage point, the available resources have to be conserved and efectively deployed for ramping up the operations in high growth and high margin services business.

Directors

Mr.A.P.Parigi and Mr. Alok Sharma retire by rotation and are eligible for re-appointment.

Auditors

K S Aiyar & Co., Chartered Accountants, who are the statutory audi- tors of the Company, retire at the ensuing Annual General Meeting and being eligible, ofer themselves for reappointment. The com- pany has received confrmation from them that their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The audit committee of the Board has rec- ommended their reappointment. The necessary resolution is being placed before the shareholders for approval.

Particulars of Employees

The particulars regarding employees of the company pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Com- panies (Particulars of Employees) Rules, 1975 are included as an- nexure VII to the Director''s Report. In terms of sec 219 (1) (b) (iv) of the Companies Act 1956 the Directors Report (excluding annex- ure VII) is being sent to all the shareholders of the company. Any shareholder interested in obtaining a copy of the said annexure may write to the company secretary at the registered ofce of the company.

Conservation of energy, technology absorption, foreign ex- change earnings and outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an annexure I to this report.

Acknowledgement

The directors would like to express their grateful appreciation for the assistance and co-operation received from central and state governments, fnancial institutions, banks, government authorities, customers, suppliers and investors during the year under review. The directors wish to place on record their deep sense of apprecia- tion, of the dedicated and sincere services rendered by the employ- ees of the company for its success.

For and on behalf of the Board

Chennai, N.R. Panicker

May 29, 2013 Chairman & Managing Director

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 16th annual report together with the audited accounts of the company for the year ended March 31, 2011.

INR in million

Financial results Standalone

2011 2010

Sales, services & other income 3320.15 2569.21

Profit before interest, depreciation & tax 210.99 163.17

Interest 63.29 42.50

Depreciation 58.48 57.61

Provision for tax 25.42 16.10

Profit after tax 63.79 46.97

Balance brought forward from previous year 227.71 224.38

Profit available for appropriation 298.97 272.21 Appropriations

Transfer to general reserve 5.00 5.00

Proposed dividend on equity shares 45.02 33.76

Tax on dividend 7.48 5.74

Balance carried to balance sheet 241.47 227.71

Total 298.97 272.21

Financial results Consolidated

2011 2010

Sales, services & other income 3960.49 2715.49

Profit before interest, depreciation & tax 252.74 175.05

Interest 66.60 42.61

Depreciation 58.78 57.82

Provision for tax 25.42 16.10

Profit after tax 101.94 58.52

Balance brought forward from previous year 291.46 276.56

Profit available for appropriation Appropriations 400.87 335.95

Transfer to general reserve 5.00 5.00

Proposed dividend on equity shares 45.02 33.76

Tax on dividend 7.48 5.74

Balance carried to balance sheet 343.37 291.45

Total 400.87 335.95

Review of operations

FY11 was a year of enhanced growth for your company. The company garnered fresh business and strengthened it's relationships with existing customers.

The company achieved a revenue growth of 29.23% on a standalone basis. Net turnover increased to Rs 3,320.15 mn for the year ended March 31, 2011 as compared to Rs 2,569.21 mn for the corresponding period last year. The company's focus continues to be on Infrastructure Management Services. Other businesses also performed reasonably well during the year under review. On a standalone basis, profit before tax stood at Rs. 89.21 mn as against Rs. 63.07 mn for the corresponding period last year. On a consolidated basis, the net turnover stood at Rs 3,960.49 mn, the EBITDA was Rs. 252.74 mn and the profit after tax was Rs 101.94 mn. The Top 10 customers now contribute 55% to the total revenue share. The company is pleased to announce a final dividend of Rs 2 per share (20% on the face value of Rs 10 per share) consistent with its policy to reward shareholders.

Consolidated financial statements

Consolidated financial statements, prepared in accordance with Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, and as required by the Listing Agreement are attached and forms part of the Annual Report and Accounts. The summary results are provided in the table above.

Report

Report on conservation of energy, technology absorption etc.

Information as required under section 217 (1) (e) of the companies act, 1956 read with companies (disclosure of particulars in the report of board of directors) rule, 1988 regarding conservation of energy, technology absorption are given in annexure I to this

Report. The details regarding foreign exchange earnings and outgo are being mentioned in the notes to the accounts.

Management discussion and analysis

The management discussion and analysis and various initiatives and future prospects of the company are enclosed, separately as annexure II

Report of Corporate Governance

A report on Corporate Governance together with auditor's certificate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided in annexure III to this report

Auditors Certificate on corporate governance

The certificate issued by the auditors of the company on corporate governance is given in Annexure IV

Directors responsibility statement

The directors responsibility statement pursuant to sub section 2 AA of Section 217 of the Companies Act 1956 is given in Annexure V

CEO /CFO Certification

The Chairman and Managing Director and the Chief Finance Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49 (V) of the Listing Agreement. This is provided as Annexure VI to this report.

Particulars of Employees

The particulars regarding employees of the company pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in annexure VII to the Director's Report. However, in terms of sec 219 (1) (b) (iv) of the Companies Act 1956 the Directors Report (excluding annexure VII) is being sent to all the shareholders of the company. Any shareholder interested in obtaining a copy of the said annexure may write to the company secretary at the registered office of the company.

Financial Statements of Subsidiary companies:-

The statement pursuant to sub-section 3 of Section 212 of the Companies Act 1956 is given in annexure VIII to this Report. Pursuant to the exemption granted by the department of Company Affairs, Government of India, the parent company is publishing the consolidated and standalone financial statements of Accel Frontline Limited and its subsidiaries. The financial statements and auditors' report of the individual subsidiaries are available for inspection by the shareholders at the registered office and the same is posted in the company's website. The information in aggregate on capital, reserves, total assets, total liabilities, details of investments, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend for each subsidiary are given in annexure VIII

Dividend

At the meeting held on July 27, 2011, the Board of Directors has recommended a dividend of 20% (Rs 2.00 per equity share of Rs 10/-) for the year ended March 31, 2011. This dividend will be paid subject to the shareholder's approval at the ensuing annual general meeting to be held on September 29, 2011.

Directors

Mrs. Lakshmi G Menon, Mr. Sinnakaruppan and Dr.Harrison Wang Hong She , retires by rotation and have not offered themselves for re-appointment and accordingly, they will cease to be the directors of the company with effect from the conclusion of the ensuing annual general meeting. The board placed on record its deep appreciation and gratitude for their guidance and contribution to the company.

Quality Management

Your company's quality policy is to enhance customer satisfaction through continued improvement of skills, processes and technologies. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated. We are a ISO 9001/2000 certified unit for IT infrastructure management services.

Auditors

K.S.Aiyar & Co., Chartered Accountants, Chennai, auditors of the Company retire at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. The company has received confirmation from them that their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The audit committee of the Board has recommended their reappointment. The necessary resolution is being placed before the shareholders for approval.

INTERNAL CONTROL SYSTEMS

Your company has adequate internal control procedures commensurate with the size and nature of its operations. The internal control systems were further strengthened by internal audit carried by an independent firm of chartered accountants and a periodical review by the management. The audit committee of the board addresses issues raised by internal auditors, statutory auditors and management auditors.

Acknowledgement

Your directors would like to express their grateful appreciation for the assistance and co-operation received from central and state governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the board

Chennai, N.R. Panicker July 27,2011. Chairman & Managing Director

Mar 31, 2010

The Directors are pleased to present the 15th annual report together with the audited accounts of the company for the year ended March 31, 2010.

INR in million

Financial results Standalone Consolidated

for the year ended March 31, 2010 2009 2010 2009

Sales, Services & other income 2569.21 2736.34 2715.49 2946.74

Proft before interest, depreci ation & tax 163.17 192.54 175.07 219.16

Interest 42.50 60.43 42.61 61.73

Depreciation 57.61 61.57 57.82 61.96

Provision for tax 16.10 28.07 16.10 28.07

Proft after tax 46.97 42.47 58.54 67.40

Balance brought forward from previous year 224.38 213.89 276.56 241.14

Proft available for appropriation272.21 260.71 335.96 312.90 Appropriations

Transfer to general reserve 5.00 10.00 5.00 10.00

Proposed dividend on equity shares33.76 22.51 33.76 22.51

Tax on dividend 5.74 3.83 5.74 3.83

Balance carried to balance sheet 227.71 224.37 291.46 276.56

Total 272.21 260.71 335.96 312.90

Review of operations

The performance of the company during the year under review was less than expected due to continued slowdown in the IT spending by the major corporate as an aftermath of the global economic problems. The company achieved a modest growth of 1.62% on its core business of IT infrastructure services after tak- ing into account the discontinued business of Warranty Man- agement Services division which was hived off with effect from January1, 2009. The highlights of the performance for the year are discussed in detail in the management discussion and analy- sis report attached as annexure to this report. The company, on a standalone basis, has posted a net turnover of Rs 2,569.21 mn for the year ended March 31, 2010, as compared to Rs 2,736.34 mn for the year ended March 31, 2009, which included the results of the WMS division and EBITDA of Rs 163.17 mn as against Rs 192.54 mn for the previous year ended March 31st 2009. The company reported a proft before tax of Rs.63.07 mn as against Rs. 70.54 mn for the corresponding period last year. On a consolidated basis, the net turnover was Rs 2,715.49 mn, the EBITDA was Rs.175.07 mn and the proft after tax was Rs 58.54 mn.

Consolidated fnancial statements

Consolidated fnancial statements, prepared in accordance with Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, and as required by the Listing Agreement are attached and forms part of the Annual Report and Accounts. The summary results are provided in the table above.

Report on conservation of energy, technology absorption etc.

Information as required under section 217 (1) (e) of the compa- nies act, 1956 read with companies (disclosure of particulars in the report of board of directors) rule, 1988 regarding conservation of energy, technology absorption are given in annexure I to this re- port. The details regarding foreign exchange earnings and outgo are being mentioned in the notes to the accounts.

Management discussion and analysis

The management discussion and analysis and various initiatives and future prospects of the company are enclosed, separately as annexure II.

Report of corporate governance

A report on Corporate Governance together with auditors certif- cate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided in annexure III to this report.

Auditors certifcate on corporate governance

The certifcate issued by the auditors of the company on corporate governance is given in Annexure IV.

Directors responsibility statement

The directors responsibility statement pursuant to sub sec- tion 2 AA of Section 217 of the Companies Act, 1956 is given in Annexure V.

CEO /CFO certifcation

The Chairman and Managing Director and the Chief Financial Of- fcer have submitted a certifcate to the Board regarding the fnan- cial statements and other matters as required under Clause 49 (V) of the Listing Agreement. This is provided as Annexure VI to this report.

Particulars of employees

The particulars regarding employees of the company pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Compa- nies (Particulars of Employees) Rules, 1975 are given in annexure VII to the Directors Report. However, in terms of sec 219 (1) (b) (iv) of the Companies Act, 1956 the Directors Report (excluding annexure VII) is being sent to all the shareholders of the company. Any shareholder interested in obtaining a copy of the said annex- ure may write to the company secretary at the registered offce of the company.

Financial statements of subsidiary companies:-

The statement pursuant to sub-section 3 of Section 212 of the Companies Act, 1956 are given in annexure VIII to this Report. Pur- suant to the exemption granted by the department of Company Affairs, Government of India, the parent company is publishing the consolidated and standalone fnancial statements of Accel Front- line Limited and its subsidiaries. The fnancial statements and audi- tors report of the individual subsidiaries are available for inspec- tion by the shareholders at the registered offce. The information in aggregate on capital, reserves, total assets, total liabilities, details of investments, turnover, proft before taxation, provision for taxation, proft after taxation and proposed dividend for each subsidiary are given elsewhere in the report.

Dividend

At the meeting held on March 10, 2010, the Board of Directors had approved an interim dividend of 15% (Rs 1.50 per equity share of Rs 10/-) for the year ended March 31, 2010. This Interim dividend was paid to all the shareholders whose names appeared in the reg- ister of members as on the Record date i.e. March 22, 2010. The Board of Directors, keeping in mind the requirement of funds for future expansions, have not recommended any fnal dividend for the fnancial year ended March 31, 2010.

Directors

Mr. Sudhir Narang , Mr. Steve Ting Tuan Toon and Mr. Suresh K.Sharma , retires by rotation and are eligible for re-appointment. Mr. K.R.Chandrasekaran is being reappointed as a whole time di- rector for a further period of one year.

Quality management

Your companys quality policy is to enhance customer satisfaction through continued improvement of skills, processes and technol- ogies. During the year the company continued to invest in tech- nologies, infrastructure and processes in order to keep our quality management systems updated. We are a ISO 9001/2000 certifed unit for IT infrastructure management services.

Auditors

K S Aiyar & Co Chartered Accountants, Chennai, auditors of the Company retire at the ensuing Annual General Meeting, and be- ing eligible, offer themselves for reappointment. The company has received confrmation from them that their appointment will be

within the limits prescribed under Section 224(1B) of the Compa- nies Act, 1956. The audit committee of the Board has recommend- ed their reappointment. The necessary resolution is being placed before the shareholders for approval.

Internal control systems

Your company has adequate internal control procedures com- mensurate with the size and nature of its operations. The internal control system were further strengthened by internal audit carried by an independent frm of chartered accountants and a periodical review by the management. The audit committee of the board addresses issues raised by internal auditors, statutory auditors and management auditors.

Acknowledgement

Your directors would like to express their grateful appreciation for the assistance and co-operation received from Central and State Governments, fnancial institutions, banks, Government authori- ties, customers, suppliers and investors during the year under re- view. Your Directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the board

Chennai, N.R. Panicker

July 22 , 2010. Chairman & Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article