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Inspirisys Solutions Ltd.

BSE: 532774 Sector: IT
NSE: INSPIRISYS ISIN Code: INE020G01017
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NSE 00:00 | 30 Nov 58.35 3.35
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OPEN 56.20
PREVIOUS CLOSE 54.90
VOLUME 17234
52-Week high 100.50
52-Week low 43.10
P/E 22.06
Mkt Cap.(Rs cr) 233
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 56.20
CLOSE 54.90
VOLUME 17234
52-Week high 100.50
52-Week low 43.10
P/E 22.06
Mkt Cap.(Rs cr) 233
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inspirisys Solutions Ltd. (INSPIRISYS) - Auditors Report

Company auditors report

To the Members of Inspirisys Solutions Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements of InspirisysSolutions Limited ('the Company') which comprise the Balance Sheet as at 31 March 2022the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofCash Flow and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information in which areincluded the returns for the year ended on that date audited by the branch auditors of theCompany's branch located at Singapore.

2. In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of the reports of the branch auditors asreferred to in paragraph 17 below except for the possible effects of the matter describedin the Basis for Qualified Opinion section of our report the aforesaid standalonefinancial statements give the information required by the Companies Act 2013 ('the Act')in the manner so required and give a true and fair view in conformity with the IndianAccounting Standards ('Ind AS') specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and its Profit (including other comprehensive income) its cash flows and the changes inequity for the year ended on that date.

Basis for Qualified Opinion

3. As detailed in Note 7(c) to standalone financial statements the Company hasreported an amount of Rs 3628 Lakhs as trade receivables from its wholly ownedsubsidiary Inspirisys Solutions North America Inc. USA as at 31 March 2022 which aresignificantly over-due. Further due to non- realization of aforesaid trade receivableswithin the prescribed time limit in accordance with sub rule 1 of 96A of CGST rules theCompany is liable to pay Goods and Service Tax (GST) liability along with interest andpenalty on such export sales. The management is confident of recovering the aforesaidreceivables from the subsidiary based on the business plans as detailed out in themanagement note and accordingly no expected credit loss provision has been made againstsuch long outstanding receivables under Ind AS 109 Financial Instruments and no provisionis recognized towards aforesaid GST liability including interest and penalty. However inthe absence of sufficient appropriate audit evidence regarding the timing and extent ofcash flows that will be available with the subsidiary to settle these dues we are unableto comment upon the recoverability of the carrying value of the said trade receivables asat 31 March 2022 and impact on Goods and Service Tax liability including penalty andinterest that may be levied and the consequential impact thereof if any on thestandalone financial statement.

Our report on audited standalone financial statement for the year ended 31 March 2022and 31 March 2021 has been qualified in this regard.

4. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') togetherwith the ethical requirements that are relevant to our audit of the financial statementsunder the provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained and that obtained by the branch auditorsin terms of their reports referred to in paragraph 17 of the Other Matter section below issufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter - Show Cause Notice from SEBI

5. We draw attention to note 41(b) to the accompanying standalone financial statementswhich describes uncertainty related to outcome in respect of show cause notice receivedfrom the Securities Exchange Board of India for alleged violations with the SecuritiesExchange Board of India Act 1992 and Securities Contracts (Regulation) Act 1956 andrules and regulations made thereunder in earlier years. In view of the management theaforesaid matter is not expected to have a material impact on the accompanying standalonefinancial statements of the Company. Our opinion is not modified in respect of thismatter.

Key Audit Matter

6. Key audit matter are those matter that in our professional judgment and based onthe consideration of the reports of the branch auditors as referred to paragraph 17 belowwere of most significance in our audit of the standalone financial statements of thecurrent period. These matter were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matter.

7. In addition to the matter described in the Basis for Qualified Opinion we havedetermined the matter described below to be the key audit matter to be communicated in ourreport.

Key Audit matter How our audit addressed the key audit matter
Recoverability assessment of trade receivables The Company has reported trade receivables of Rs 10743 lakhs as at 31 March 2022 and expected credit losses allowance of Rs 1743 lakhs as detailed in note 7 of the accompanying standalone financial statements. Our audit procedures in relation to recoverability assessment of trade receivables include but were not limited to the following:
• Obtained a detailed understanding of each operating segment's revenue recognition and receivables provisioning policies design of controls and how they are being applied.
Due to customer profile the Company has significant receivable balances that are past the credit period for the product as well as services operating segments. The management measures expected credit loss on its trade receivables using practical expedient as prescribed by Ind AS 109: 'Financial Instruments' which involves significant management judgements and estimates. Considering the materiality of trade receivables balances to the Company's financial statements and the multiple estimates and judgements involved in the estimation of expected credit losses this matter is considered as a key audit matter for the current year audit. • Tested the design and operating effectiveness of controls that the company has established in relation to revenue recognition.
• On a sample basis coupled with high value overdue invoices we rolled out and obtained direct receivables confirmations from the customers of the company having outstanding receivable balances as at an interim date and at balance sheet date for ensuring the acknowledgement of debt by the customer.
• Where direct confirmations were not obtained subsequent realization of the outstanding invoices and or customer acknowledgement of goods received or services rendered was assessed to ensure the acknowledgement of debt by the customer.
• The expected credit loss model was tested for appropriateness of past data and provisioning matrix used and reasons for other long outstanding balances were also obtained from the management.
• We also considered payments received subsequent to year end past payment history and unusual patterns to identify potentially impaired balances.
• In addition for receivables from subsidiaries we have evaluated the reasonableness of management's estimates of future cash flows of the subsidiaries and recoverability including performing sensitivity analysis on these cash flow estimates.
• Ensured appropriateness and adequacy of disclosures made in the standalone financial statements with respect to the trade receivables and provisioning thereof in accordance with applicable accounting standards.

Information other than the Financial Statements and Auditor's Report thereon

8. The Company's Board of Directors are responsible for the other information. Theother information comprises the information included in the Annual Report but does notinclude the standalone financial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information. In doing so consider whether the other information ismaterially inconsistent with the standalone financial statements or our knowledge obtainedin the audit or otherwise appears to be materially misstated. If based on the work wehave performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

9. The accompanying standalone financial statements have been approved by the Company'sBoard of Directors. The Company's Board of Directors are responsible for the mattersstated in section 134(5) of the Act with respect to the preparation and presentation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income changes in equityand cash flows of the Company in accordance with the Ind AS specified under section 133 ofthe Act and other accounting principles generally accepted in India. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are

reasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

10. In preparing the financial statements the Board of Directors are responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intend to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

11. Those Board of Directors are also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

12. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance withStandards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

13. As part of an audit in accordance with Standards on Auditing specified undersection 143(10) of the Act we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

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

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances Under section 143(3)

(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system with reference

to financial statements in place and the operating effectiveness of such controls;

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

• Conclude on the appropriateness of Board of Directors' use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern;

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

• Obtain sufficient appropriate audit evidence regarding the financial statementsof the Company and its branch to express an opinion on the financial statements. We areresponsible for the direction supervision and performance of the audit of financialstatements of the Company of which we are the independent auditors. For the other branchincluded in the financial statements which have been audited by the branch auditors suchbranch auditor remain responsible for the direction supervision and performance of theaudits carried out by them. We remain solely responsible for our audit opinion.

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

15. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

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

Other Matter

17. We did not audit the financial statements of a branch included in the standalonefinancial statements of the Company whose financial statements reflects total assets andnet assets of Rs 845 Lakhs and Rs 738 Lakhs respectively as at 31 March 2022 and thetotal revenues of Rs 464 Lakhs total net profit after tax of Rs 55 Lakhs totalcomprehensive income of Rs 55 Lakhs and cash inflows net of Rs 78 Lakhs respectively forthe year ended on that date as considered in the standalone financial statements. Thesefinancial statements have been audited by the branch auditor whose reports have beenfurnished to us by the management and our opinion on the standalone financial statementsin so far as it relates to the amounts and disclosures included in respect of branch andour report in terms of sub-section (3) of section 143 of the Act in so far as it relatesto the aforesaid branch is based solely on the report of such branch auditor.

Further the branch located outside India whose financial statements and otherfinancial information have been prepared in accordance with accounting principlesgenerally accepted in their respective countries and which have been audited by branchauditors under generally accepted auditing standards applicable in their respectivecountries. The Company's management has converted the financial statements of such branchfrom accounting principles generally accepted in their respective countries to accountingprinciples generally accepted in India. We have audited these conversion adjustments madeby the Company's management. Our opinion on the standalone financial statements in so faras it relates to the balances and affairs of such branches is based on the report ofbranch auditors and the conversion adjustments prepared by the management of the Companyand audited by us.

Our opinion above on the standalone financial statements and our report on other legaland regulatory requirements below are not modified in respect of the above matters withrespect to our reliance on the work done by and the reports of the branch auditors.

Report on Other Legal and Regulatory Requirements

18. As required by section 197(16) of the Act based on our audit and on theconsideration of the reports of the branch auditor as referred to in paragraph 17 abovewe report that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.

19. As required by the Companies (Auditor's Report) Order 2020 ('the Order') issued bythe Central Government of India in terms of section 143(11) of the Act we give in theAnnexure A a statement on the matters specified in paragraphs 3 and 4 of the Order to theextent applicable.

20. Further to our comments in Annexure A as required by section 143(3) of the Actbased on our audit and on the consideration of the reports of the branch auditor asreferred to in paragraph 17 above we report to the extent applicable that:

a) We have sought and except for the matter described in the Basis for QualifiedOpinion section obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit of the accompanyingstandalone financial statements;

b) Except for the possible effects of the matter described in the Basis for QualifiedOpinion section in our opinion proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books and proper returnsadequate for the purposes of our audit have been received from the branch not visited byus;

c) The reports on the accounts of the branch office of the Company audited undersection 143(8) of the Act by the branch auditor has been sent to us and have been properlydealt with by us in preparing this report;

d) The standalone financial statements dealt with by this report are in agreement withthe books of account and with the return received from the branch not visited by us;

e) Except for the possible effects of the matter described in the Basis for QualifiedOpinion section in our opinion the aforesaid standalone financial statements comply withInd AS specified under section 133 of the Act;

f) On the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors are disqualified as on 31 March2022 from being appointed as a director in terms of section 164(2) of the Act;

g) The qualification relating to the maintenance of accounts and other matter connectedtherewith are as stated in the Basis for Qualified Opinion section;

h) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company as on 31 March 2022 and the operating effectiveness ofsuch controls refer to our separate Report in Annexure B wherein we have expressed amodified opinion; and

i) With respect to the other matters to be included in the Auditor's Report inaccordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (as amended) inour opinion and to the best of our information and according to the explanations given tous and based on the consideration of the reports of the branch auditor as referred to inparagraph 17 above:

i. the Company as detailed in note 41 to the standalone financial statements hasdisclosed the impact of pending litigations on its financial position as at 31 March 2022;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses as at 31 March 2022;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended 31 March 2022;

iv. a. The management has represented that to the best of its knowledge and belief asdisclosed in note 40(b) to the standalone financial statements no funds have beenadvanced or loaned or invested (either from borrowed funds or securities premium or anyother sources or kind of funds) by the Company to or in any person or entities includingforeign entities ('the intermediaries') with the understanding whether recorded inwriting or otherwise that the intermediary shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Company ('the Ultimate Beneficiaries') or provide any guarantee security or the likeon behalf the Ultimate Beneficiaries;

b. The management has represented that to the best of its knowledge and belief asdisclosed in note 40(b) to the standalone financial statements no funds have beenreceived by the Company from any persons or entities including foreign entities ('theFunding Parties') with the understanding whether recorded in writing or otherwise thatthe Company shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party('Ultimate Beneficiaries') or provide any guarantee security or the like on behalf of theUltimate Beneficiaries; and

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

v. The Company has not declared or paid any dividend during the year ended 31 March2022.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Mehulkumar Sharadkumar Janani
Partner
Membership No.: 118617
UDIN: 22118617AISJEO1002
Place: Chennai
Date: 10 May 2022

Annexure A referred to in paragraph 19 to the Independent Auditor's Report of even dateto the members of Inspirisys Solutions Limited on the standalone financial statements forthe year ended 31 March 2022.

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

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of property plant and equipment and right ofuse assets.

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

(b) The property plant and equipment and right of use assets have been physicallyverified by the management during the year and no material discrepancies were noticed onsuch verification. In our opinion the frequency of physical verification program adoptedby the Company is reasonable having regard to the size of the Company and the nature ofits assets.

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

(d) The Company has not revalued its Property Plant and Equipment and Right of Useassets or intangible assets during the year.

(e) No proceedings have been initiated or are pending against the Company for holdingany benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) andrules made thereunder. Accordingly reporting under clause 3(i)

(e) of the Order is not applicable to the Company.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year except for inventory lying with third parties and stock intransit. In our opinion the coverage and procedure of such verification by the managementis appropriate and no discrepancies of 10% or more in the aggregate for each class ofinventory were noticed. In respect of inventory lying with third parties these havesubstantially been confirmed by the third parties.

(b) The Company has a working capital limit in excess of Rs 5 crore sanctioned by banksbased on the security of current assets during the year. The quarterly returns in respectof the working capital limits have been filed by the Company with such banks and suchreturns are in agreement with the books of account of the Company for the respectiveperiods which were not subject to audit.

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

halniA#

Particulars Amount in lakhs
Aggregate loan given to subsidi- Nil
aries during the year
Balance loans outstanding as at
balance sheet date. 335

(b) In our opinion and according to the information and explanation given to us theinvestments made guarantees provided security given and terms and conditions of thegrant of all loans and advances in the nature of loans and guarantees provided are primafacie not prejudicial to the interest of the Company.

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

(d) In the absence of stipulated schedule of repayment of principal and payment ofinterest we are unable to comment as to whether there is any amount which is overdue formore than 90 days. Reasonable steps have been taken by the Company for recovery of suchprincipal amounts and interest. Further the loan advanced to Inspirisys Solutions DMCCDubai a subsidiary company amounting to INR 275 lakhs (including interest) has beenprovided by the company during the current year.

(e) The Company has not granted any loan or advance in the nature of loan which hasfallen due during the year. Further no fresh loans were granted to any party to settlethe overdue loans/advances in nature of loan.

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

Rs in Lakh
Particulars All Parties Promorters Related Parties
Aggregate of loans/ advances in nature of loan
- Repayable on demand (A) 335 - 335
- Agreement does not specify any terms or period of repayment (B)
Total (A+B) 335 - 335
Percentage of loans/ advances in nature of loan to the total loans 100% 0% 100%

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of sections 185 and 186 of the Act in respect ofloans Investments guarantees and security as applicable.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits or there is no amount which has been considered asdeemed deposit within the meaning of sections 73 to 76 of the Act and the Companies(Acceptance of Deposits) Rules 2014 (as amended). Accordingly reporting under clause3(v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section(1) of section 148 of the Act in respect of the products of the Company. We have broadlyreviewed the books of account maintained by the Company pursuant to the Rules made by theCentral Government for the maintenance of cost records and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. However we havenot made a detailed examination of the cost records with a view to determine whether theyare accurate or complete.

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

goods and services tax provident fund employees' state insurance income-taxsales-tax service tax duty of customs duty of excise value added tax cess and othermaterial statutory dues as applicable have generally been regularly deposited with theappropriate authorities by the Company though there have been slight delays in a fewcases. Further no undisputed amounts payable in respect thereof were outstanding at theyear-end for a period of more than six months from the date they became payable.

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

Rs in Lakhs

Name of the statute Nature of dues Amount (Rs) Amount paid under Protest (Rs) Period to which the amount relates Forum where dispute is pending
Kerala Value Added Tax Act 2003 Tax and Penalty 237 - 2013-14201415 and 2016-17 Appellate Tribunal Ernakulam
Uttar Pradesh Trade Tax Act 1948 Tax 2 - 2002-03 Trade Tax Tribunal Lucknow
Income Tax Act 1961 Income Tax 885 - 2005-06200607 and 2007-08 High Court Chennai
Income Tax Act 1961 Income Tax 433 - 2008-09 Commissioner of Income Tax-Appeals Chennai
Income Tax Act 1961 Income Tax 34 - 2009-10 High Court Chennai
Income Tax Act 1961 Income Tax 117 - 2010-11 High Court Chennai
Income Tax Act 1961 Income Tax 248 - 2012-13 Commissioner of Income Tax-Appeals Chennai

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

(ix) (a) According to the information and explanations given to us the Company has notdefaulted in repayment of its loans or borrowings or in the payment of interest thereon toany lender.

(b) According to the information and explanations given to us including confirmationsreceived from banks financial institution and other lenders and representation receivedfrom the management of the Company and on the basis of our audit procedures we reportthat the Company has not been declared a willful defaulter by any bank or financialinstitution or other lender.

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

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

(e) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company the Company has not taken anyfunds from any entity or person on account of or to meet the obligations of itssubsidiaries.

(f) According to the information and explanations given to us the Company has notraised any loans during the year on the pledge of securities held in its subsidiaries.

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

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

(b) According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or (fully partially oroptionally) convertible debentures during the year. Accordingly reporting under clause3(x)(b) of the Order is not applicable to the Company.

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

(b) No report under section 143(12) of the Act has been filed with the CentralGovernment for the period covered by our audit.

(c) According to the information and explanations given to us including therepresentation made to us by the management of the Company there are no whistleblowercomplaints received by the Company during the year

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

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

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

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

(xv) According to the information and explanation given to us the Company has notentered into any non-cash transactions with its directors or persons connected with themand accordingly provisions of section 192 of the Act are not applicable to the Company.

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

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

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

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

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the standalone financialstatements our knowledge of the plans of the Board of Directors and management and basedon our examination of the evidence supporting the assumptions nothing has come to ourattention which causes us to believe that any material uncertainty exists as on the dateof the audit report that Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the company as and when they fall due.

(xx) According to the information and explanations given to us the Company does nothave any unspent amount in respect of any ongoing or other than ongoing project as at theexpiry of the financial year. Accordingly reporting under clause 3(xx) of the Order isnot applicable to the Company.

(xxi) The reporting under clause (xxi) is not applicable in respect of audit ofstandalone financial statements of the Company. Accordingly no comment has been includedin respect of said clause under this report.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Mehulkumar Sharadkumar Janani
Partner
Membership No.: 118617
UDIN : 22118617AISJEO1002
Place: Chennai
Date: 10 May 2022

Annexure B to the Independent Auditor's Report of even date to the members ofInspirisys Solutions Limited on the standalone financial statements for the year ended 31March 2022.

Independent Auditor's Report on the internal financial controls with reference tofinancial statements under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act 2013 ('the Act')

1. In conjunction with our audit of the standalone financial statements of InspirisysSolutions Limited ('the Company') as at and for the year ended 31 March 2022 we haveaudited the internal financial controls with reference to financial statements of theCompany as at that date.

Responsibilities of Management and those Charged with Governance for Internal FinancialControls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants ofIndia("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct ofthe Company's business including adherenceto the Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility for the Audit of the Internal Financial Controls withReference to Financial Statements

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India ('ICAI') prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls with reference to financialstatements and the Guidance

Note on Audit of Internal Financial Controls Over Financial Reporting ('the GuidanceNote') issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial statementswere established and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements includes obtaining an understanding of such internal financialcontrols assessing the risk that amaterial weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

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

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes inconditions or that the degree of compliance with the policies orprocedures may deteriorate.

Qualified Opinion

8. According to the information and explanations given to us and based on our auditthe following material weakness has been identified in the operating effectiveness of theCompany's internal financial controls with reference to financial statements as at 31March 2022:

a) The Company's internal financial controls system with respect to determination ofexpected credit losses on trade receivables from affiliates as laid down under IndianAccounting Standard ('Ind AS') 109 'Financial instruments' were not operatingeffectively which could lead to a potential material misstatement in the value of tradereceivables recognition of loss allowances and its consequential impact on the earningsreserves and related disclosures in the accompanying standalone financial statements. TheCompany's internal financial controls system with respect to accrual of Goods and ServiceTax (GST) liability on export sales to affiliates were not operating effectively whichhas resulted in a material misstatement in the value of Goods and Service Tax liabilityincluding interest and penalty that may be levied and its consequential impact on theearnings reserves and related disclosures in the accompanying standalone financialstatements.

9. A 'material weakness' is a deficiency or a combination of deficiencies in internalfinancial controls with reference to financial statements such that there is a reasonablepossibility that a material misstatement of the company's annual or interim financialstatements will not be prevented or detected on a timely basis.

10. In our opinion the Company has in all material respects adequate internalfinancial controls with reference to financial statements as of 31 March 2022 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by The Institute ofChartered Accountants of India and except for the possible effects of the materialweakness described above on the achievement of the objectives of the control criteria theCompany's internal financial controls with reference to financial statements wereoperating effectively as at 31 March 2022.

11. We have considered the material weaknesses identified and reported above indetermining the nature timing and extent of audit tests applied in our audit of thefinancial statements of the Company as at and for the year ended 31 March 2022 and thesematerial weakness has affected our opinion on the financial statements of the Company andwe have issued a qualified opinion on standalone financial statements.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Mehulkumar Sharadkumar Janani
Partner
Membership No.: 118617
UDIN: 22118617AISJEO1002
Place: Chennai
Date: 10 May 2022

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