Inspirisys Solutions Limited — AGM Information 2021

Sep 1, 2021

ISUSS/SE/2212021-2022 1" September, 2021

The National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex Sandra East Mumbai 400 051

Dear Sir,

Sub: Notice and Date of Annual General Meeting.

This is to inform you that the 26th Annual General Meeting of the Company will be held on Friday, 24'" September. 2021 through Video Conferencing (VC) / Other Audio Visual Means (OAVM), at 2:00 PM. The copy of the Notice of the 26th Annual General Meeting is enclosed.

Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LOOR) Regulations, 2015, the Company shall provide to its members lhe facility to exercise their votes electronically for transacling the ilems of business as set out in lhe Notice convening the ensuing Annual General Meeting of the Company.

For the aforesaid purpose, the company has fixed Friday. 17'" September. 2021 as the cul-off date to determine the entmement of voting rights of members fore-voting.

The Company had entered inlo an arrangement with National Securities Depository Limited (NSOL) for facilitating e-voling through their e-voting platform.

In compliance with MCA Circular dated 13"' January, 2021 read with Circulars dated 8., April. 2020, 13" April, 2020, 5"' May, 2020 and SEBI Circular dated 15'" January, 2021, Notice of the AGM along with the Annual Report 2020-2021 has been sent to the shareholders, only through electronic mode on 1" September, 2021 lo those members whose e-mail addresses are registered with the Company/Depositories.

Kindly take the same on record.

Yours faithfully,

For lnspirisys Solutions Limited

~ S.Sundaramurthy Company Secretary & Compliance Officer

Encl: as above

lnspir1:;y!;; Sotuuon~ Limited, Regd Office l=tr~t Floor OowJoth Towers New Dcor Nos 57, 59 fil S 63 Toy!ors Rood, K11pouk. Chenna1 • 600 010 Tom1I Nodu Indio Ph 044 - 4225 2000 www insp1nsys com I reochus01nsp1n!.ys com I CIN l30006TN1995PLC03l736

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NOTICE OF THE TWENTY SIXTH ANNUAL GENERAL MEETI NG

lnspirisys Solutions limited

Registered Office: First Floor, Oowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai • 600 010. CIN: L30006TN1995PLC031736

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THE MEMBERS OF INSPIRISYS SOLUTIONS LIMITED

NOTICE is hereby given that the Twenty-Sixth Annual General Meeting of the members of lnspirisys Solutions limited will be held on Friday, 24th September, 2021 at 2.00 PM through Video Conferencing (VC) / Other Audio visual Means (OAVM). and the Company will conduct the meeting from the Regbtered office i.e. First f loor, Oowlath Towers, New Door Nos. S7, 59, 61 & 63, Taylors Road, Kilpauk, Chennal - 600 010 whic.h shall be deemed to be the venue of the meeting to transact the following business:

Ordinary B1.1siness:

• I. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the ftnanclal year ended 31st March, 2021 together with the Reports of the Soard of Directors and Auditors thereon.
• 2. To appoint a Director in place of Mr. Malcolm f. Mehta, (DIN: 03277490) who retires by rot•tion and, being eligible, offers himself for re-appointment.

By order of the Board of Oire-ct0t\$ For lnspirisys Solutions Limited

Place: Chennai	S.Sundaramurthy
Date: gu, August, 2021	Company Secretary

NOTES:

• 1. In view of the mas~ve outbreak of theCOVI0-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May S, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the Annual General Meeting (AGM) venue is not required and general meeting be held through video conferencing (VC) or other audt() visual means (OAVM). Hence? Member\$ can attend and pal11clpate in the ensuing AGM through VC/OAVM.
• 1. Pursuant to the Circular No. 14/2020 dated April 8, 2020, issued by the Ministl'y of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to

attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

• 1. The Members can join t he AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meetin.g by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available fot 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, lnstit1.1tional Investors, Directors, Key Managerial Personnel. the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 1. The attendance of t he Members attending t he AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. Pursuantto the provisions of Section 108 of the Companies Act, 2013 read with Rule 20of the Companies (Management and Administranon) Rules. 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), •nd the Circulars issued by the Ministry of Corporate Affairs dated April 8, 2020, April 13. 2020, M ays. 2020 and January 13, 2021 the Company is providing facility of re-mote e•Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Nattonal secu,it'ies Depository limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using rerrIote e·Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 doted April 13, 2020, the Notice colling the AGM has been uploaded on the website of the Company at www.inspirisys.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. SSE Limited and National Stock Exchange of India Limited at www.bselndia. com and www.nseindla.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e•Voting faclllty) i.e. www.evoting. nsdl.com.
• 1. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and th@ Share Trar,sfer Register of the Company will remain closed from Saturday, 18th September, 2021 to Friday, 24th September, 2021 (both days Inclusive}.
• 8. Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts

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lnspirisys Soh.1ttons Limited. First Ftoor. Dov.1ath Towers., New Ooor Nos. 51. 59. 61 & 63. Taylors Rood. Kilpauk. Chennai. 600 OIO. CIN: L30006TN 1995PLC031736

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and Arrangements in which t he Directors are interested maintained under Section 189 of the Companies Ac~ 2013 and all other documents refened to in the Notice will be available for inspectfon by the members in elecvonic mode. Members can send an e•mail to sundaramurthv.s@ inspirisys.com requesting for Inspection of the Registers.

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• 1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read With MCA Clrrular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May S, 2020 and MCA Circular No. 2/2021 dated Januarv 13, 2021.
• 1. In compliance with the aforesaid MCA Circulars and SEBI Ci<culir dated January 15, 2021, Notice of the AGM along with the Annual Report 2020·2021 Is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. The Notice and the Annual Report of the Company is uploaded on the Company's website www.inspirisys.com.
• 1. A person, whose name is recorded in the register of members or in the regi ster of benefldal owners maintained by the depositories as on th• cut-off date i.e. Friday, 17th September, 2021 only shall be entitled to avail the remote e-voting facility as well as voting in the AGM.
• 1. Al'ly person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date i.e. Friday, 17th September, 2021 {'Incremental Members') may obtain the User 10 and Password by either sending an e-mail request to evoting@ nsdl.co.in or calling on Toll Free No. 1800 1020 990 and 1800 22 44 30. If the member is already registered with NSOL e-votfng platfo<m then he can use his existing u ser 10 and password for casting th~ vote through remote e--voting.
• 1. Trading in the shares of the Company can be done in dematerialized form only. Oematerlallzatlon would facilitate paperless trading through state-of-the art technology, quick transfer of corporate benefits to members and avoid inherent problems of bad deliveries, loss in POStal transit, theft and mutilation of share certificate. Hence, we request all those members who have still not dematerialized their shares to get their shares dematerialized at the earliest. Pursuant to SEBI Notification dated 8th June, 2018, it has been mandated by S€8I that transfer of securities of a listed company, except in case of transmission or transpositions of shares would be carried out in demate.rialized form onl·y as per Regulation 40 of S£8I (Us.ting Obligations and Disclosure Requ1rements) Regulattons, 20 15.
• 1. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physic-al form may file nomination in the prescribed Form SH4 13 and for cancellation / variation in nomination In the prescribed Form SH· 14 with the Company's Registrar & Transfer Agents. The nomination forms can be downloaded from

the company's website www.inspirisys.com. In respect of shares held in Electronic / Oemat form, the nomination form may be flied with the respective Depository Participant.

• 1. As required in terms of SEBI {LOOR) Regulations, 2015, the information (including profile and expertise in specific functional areas) pertaining to Directors recommended for appointment / reappointment in the AGM is appended to this Notice.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities ma,ket. Members holding shares in electronic form are therefore, reQuested to submit the PAN to their DPs with whom they are maintaining their Oemat accounts and members holding shares in physical form to the Company / Registrar & Transfer Agents.
• 1. Members, who have not ,c:,gist ered their e-mail addresses so far, are requested to register their e-mail address with the Company / Depository Participant{s~ for receiving all communication including Annual Report, Notice\$, Circulars, etc. from the Company electronically.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ANO JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Monday, 20th September. 2021 at 9.00 A.M. and ends on Thursday, 23rd September, 2021 at 5.00 P.M, The remote •·voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear In the Register of Members/ Beneficial Owners as on the record date (cut·off date) l .e Friday, 17th September, 2021 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, 17th September 2021.

How do I vote electronically using NSOL e-Voting system?

The way to vote e/ectronico/ly an NSOL e-Votfng system CMSists o/ 'Two Steps• which are menrioned below:

Step 1: Access to NSOL ••Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding s.ecurities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants, Shareholders: are advised to update their mobile number and email Id in their demat accounts in order to access e•Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

lnspirisys Solutiom Limited, f iNt floor. Oo"1uth Tower.,., New Door Nos. 51. 59. 61 & 63. Taylors Rood, Kdpauk, Chennai · 600 010 CIN: LJOl)()()TNJ99;PLC0Jl736

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Type of shareholders	Login Method
Indi v id ual 1. Shareholders ho l d i ng In se<:urities demat mode with NSOI	Existfng IOeAS user can visit the e•Services website of NSDL Viz. https://esel'Vices. nsdl com either on a Personal Computer or on a mobile. On the e·Servlces home page click on the "Beneficial Owner" icon under "LoginN which is available under 'IOeAS' section, this will prompt you to enter your existing User 10 and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Oick on "Access to e•VotingN under e•Voting services and you will be able to see e·Voting page. Click on company name or e-Voting service provider i.e. NSOL and you will be re-directed to e-VoMg website of NSDL for casting your vote during the remote e-Voting period or Joining llirtual meeting
	& voting during the meeting. 2. If you are not registered for IDeAS e•Services, option to register is available at https://esetvice\$.nSdl.com. Select NRegister Onllne for IDeAS Portal" or click at https://eservices.nsdl.com/ SecureWeb/ldeasOirectReg.jsp
	3. Visit the e•Voting website of NSOL. Open web browser by typing the following URL: https://www.evotlng.nsdl.com/ either on a Personal computer or on a mobile. Once the home page of e-Voting system is launched, dick on the Icon ·'loglnN which is available under 'Shareholder/ Member' section. A new S<:reen wlll open. You will have to enter your User 10 (i.e. your sixteen di.git demat account number hold with NSDLI, Password/OTP and a verification Code as shown on the screen. After successful authentication, you will be redirected to NSOL Depository site wherein you can see e-vottng page. Click on company name or e-vortng .service provider f.e. NSOLand you will be redirected to e-Voting website of NSOL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Type of shareholden	Login Method
	4. Shareholders/Members can also download NSDL Mobile App "NSOL Speede" facility by scanning the QR code mentioned below for seamless voting experience. IJs Googlo Plot .~ ~
Shareholders h o I d i n g securities in demat mode with CDSI	Ind iv Id u a I 1. Existing user\$ who have opted for Easi / Easiest. they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to losin to Easi / Easiest arn https:// web.cdsl india.com/ myeasl/home/ login or www.cdslindia.com and click on New System MveasL
	2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSOL. Click on NSOL to cast vour vote.
	3. If the user Is not registered for Easi/ Easiest, option to register is available at https://web.cdslindia.com/myeasl/ Registration/ EaslReglstratfon
	4. Altematively, the user can directty access e-Voting page by providin,g demat Account Number and PAN No. from a link in www. cdsllndla.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided !Inks for the respective ESP l.e.NSDL where the e-Votin,g is in progress.

lnspinS)'S Soluttoos Limited. First Floor. Dowfath T-0wt:l'S, New D<x• Nc,s. 51. S9. 61 &. 63. Tayloo Rood. Ktl!Xluk. Chennai . 600 010. CIN: L30006TN 1995PLC0l 1736

TYi><' of shareholders

l ogin Method

(ho in mode) participants.

Individual You can also login using the login credentials Shareholders of your demat account through your l ding Depository with Pafticipant registered \$t-curities NSDL/CDSL for facility. Upon e-Voting demat logging In, you will be able to see e-Voting login option. Click on e-Voting option, you will through their be redirected to NSDL/CDSL Depository site depository after mcce~sful authentication, whe,ein voo can see e-vot1ng feature. Cllc.k on company name or e-Voting service provider i.e. NSOL and you will be redirected to e-Votin.g website of NSOL for casting your vote during the remote e•Voting period or joining virtual meeting & voting during the meeting.

Important Note: Members who are unable to retrieve User 10/ Pas5WOrd are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and COSL.

login type	Helpde,k detail,
Indivi ho securities demat mode with NSDL	dual Membets facing any technic.a1 issue in login Shareholders can contact NSDL hefpdesk by sending a l ding request at evoting@nsdl.co.in or call at Toll In Free No.: 1800 1020 990 and 1800 22 44 30
I ndi vi d ua I hold securities with CDSL	Shareholders Members fadng any technical issue in login i ng can contact CDSL helpdesk by sending a helpdesk.evoting@cdslindla. ln request at demat mode com or contact at 022- 23058738 or 022- 2305-8542-43

B) Login Method for eNoting and joining virtual meeting for shareholders other than Individual shareholder\$ holding se-c:urities in demat mode and shareholders holding securities In physical mode.

How to Log-in to NSDL e.Votfng website?

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• 1. Visit the e-Vot1ng website of NSOL Open web browser by typing the following URL: hnps://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, d ick on the icon NLoginN which is available under 'Shareholder/ Member' section.
• 1. A new scteen will open. You will have to enter your User 10, your Password/OTP and a Verification Cod~ as shown on the screen.

Altemotively, if yov ore registered for NSDL eservlces I.e. IDEAS, yov con log-in at https://tservices.nsdl.com/ with your existing IDEAS login. Once yofJ log-in tc NSDL eservices ofter vsing your log-in credentials, click one-Voting ond yOCJ con proceed to Step 21.e. Cost yovr vote electronlcolly.

1. Your User tD details are given below :

Manner of holdina shilreS i.e. Oemat (NSDL or COSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL	8 Character OP 10 followed by 8 Digit Client 10
	for example if your OP ID is IN300* and Client t0is 12••u•• then your user 101s N300--•12•••••·•.
b) For Members wllo hold shares in dcmat account with COSL.	16 Digit Beneficiary ID For example if your 8eneficiary 10 is 12•·········-··· then your user 10 Is 12···············
C} FOi' Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company. F,or example if folio number is 001 •·• • and EVEN is 101456 then user 10 Is 1014S6001'"

• 1. Password details for sh.areholdersother t han Individual shareholders are given below :
• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b} If you are using NSDL e-Voting .sy.stem for the first time, you wlll need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'Initial password', you need to enter the 'initial password' ano the system will force you to change your password.
• c) How to rettie.ve yOul' 'initial password'?
• (i) If your email 10 is registeted in your demat account or with the company, your 'initial password' is communicated to vou on your email 10. Trace the email sent to you from NSDl from your mailbox. Open the email and open the at1achmen1 i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file 1s your 8 digit client ID for NSDl account, last 8 digits of client ID for CDSL account or folio number for shares held in physic.al form. The .pdf file contains yout'User ID' and your 'initial password'
• (ii) If your email ID is not registered. please follow steps mentioned below in proces.s for those shareholders whose email ids are not ,eglstered.

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lnspirisys Solutions Limited, Fi~t Floor, Dowlath TowerS, New Dooc Nos. 57. 59. 61 & 63. Tay10I"\$ Road, Kitpauk. Chenrn:u • 600 010. CIN: Ll0006TN l 995PLC03 1736

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• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
• a) Clk k on "Forgot User Details/Password? .. (If you are holding shares In your demat account with NSDl or COSL) option available on www.evoting.nsdL<:om.
• b) Physical User Reset Password?' (If you are holding sh.ares in physical mode) option available on www.evo~ng.nsdl.com.
• c) If you are still unable to get the password by aforesaid two Options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Memoors can also use the OTP (One Time Password) based login for casting the votes on the e-Voting \$Y\$lem of NSOL.
• 1. After entering your password, tick on Agree to "Terms and CondiMns" by selecMg on the check box.
• 1. Now, you wlll have to click on "Logtn" button.
• 1. After you click on the Nlogin" button, Home page of e• Voting will open.

Step 2: Cast your vote electronlcally and join General Meeting on NSOL e-Voting system.

How to call vour vote electronkaUv and ioin Geoe@I Meerios on NSPL e-VPtin, wuem?

• 1. Alter successful login at Step 1, you will oo able to see all the companies .,EVEN" in which you are hofding shares and whose voting eye.le and General Me~ng Is in active status.
• 1. Select .,EVEN" of company for which you wish to cast your vote durlng the remote e-Votfng period and casting your vote during the General Meeting. For joining virtual meeting, you need to dick on .,VC/OAVM" link placed under "Join General Meeting ...
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number pf shares for which yov wish to cast your vote and click on "Submit" and also "'Confirm"' when prompted.
• S. Upon confirmation, the message "Vote cast successfullyN will be displayed.
• 1. You can also take the printout of the votes cast by you bycllcklng on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, vou will not be allowed to modify your vote.

Gene@! Guidelines for shareholders

• 1. Institutional shareholders (I.e. ot her than Individuals, HUF. NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant. Soard Resolution/ Authority letter etc. with attested SPecimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to alagar@geniconsolutions.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your

pauword with any other person and take utmost care to keep your password confidential. l ogin to the e•voting website will oo disabled upon five unsuccess.ful attempts to key in the correct password. In such an event. you will need to go t hrough the "forgot U5er PetaHs/fa\$\$WOtd?" or .,Phvslcal user Reset Passwor;dr option available on www.evotfng. nsdl.com to reset the password.

1. In case of any quefies, you may refer the Frequently ASked Questions (FAQs) for Shareholders and e•voting user manual for Shareholders available at the download sectfoo of www.evoting.nsdl. com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Manager at evoting@nsdl.co.in

Process for those shar eholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mall Ids for e-voting for the resolutions set out in this notice :

• 1. In case shares are held in physic.al mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back). PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card} by email to sundaramurthy.s@inspirisys.com.
• 1. In case shares are held in demat mode, please provide OPIO-CLID (16 digit DPID + CUD or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement. PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of AadharCard) to sundaramurthy.s@ inspirisys.com. If you are an Individual shareholdel'S holding securities in demat mode, you are re-quested to refer to the login method explained at step 1 (A} i.e. l ogin method for e•Vottng and joining virtual meeting for Individual shareholders holding sewritie.s in demat mode.
• 1. Alternatively shareholder/member\$ may send a request to evoCll'\g@nsdl.co.in for procuring user id and password for c..Yoting by providing above mentioned documents.
• 1. In terms of SESI circular dated Decemoor 9, 2020 on e-Voting focilitv provided by Usted Companies, Individual shareholders holding securities In demat mode are allowed to vote through their demat account maintained with Depositories and 1>epository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility~

THE INSTRUCTIONS FOR MEMSERS FOR • •VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-votfng.
• 1. Only those Members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e·Voting system in the AGM.
• 1. Mem~rs who have voted through remote e•voting will be eliglble to attened the AGM. However, they will not be eligible to vote at the AGM.

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lnspiri\$yS Soh.uions: Liini1cd. Fir\$t Floor. Oowla1h Towers. New Door Nos 57. 59. 6 1 & 63. Ta>•IOI"\$ Road, KilpAuk, Chcnnai - 600 0 10. CIN Ll-0006TN1995PLC0J17l6

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1. The details of the person who may be contacted for any grievances connected witll the facility for e-vo~ng on the day of the AGM shall be the same person mentioned for Remote e•voting.

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INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL ••Voting system. Members may access by following the steps mentioned above for Access to NSDL • -Voting system. After successful login, you can see link of NVC/OAVM link'' placed under .,Join General meeting" menu against company name, You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Sharellolder/ Member login where the EVEN of Compa.nv will be displayed. Please note t hat the members who do not have the User ID and Password for e-Votfng or have forgotten the User 10 and Password may retrieve the same by following the remote eNoting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to joi n the Meeting through Laptops for better experience.
• 1. Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connectin,g from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation In their respective network. It is therefore recommended to use Stable WI-Fl or LAN Connection to mitigate any kind of aforesaid glitches,
• 1. Shareholders who would like to express their views / ask questions during the meeting mav register themselves as a speaker by sending their request alongwith the questions in advance atleast 03days prior (on or before dated 21st september, 2021 before 2.00 p.m.) to meeting mentioning their name, de mat account number / folio number, email id, mobile number at sund.aramurthy.s@ln.spirisys.com. Those shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the meeting.

• Shareholders who would like to send the1r questions are requested to do so in advance atleast 03 days prior to meeting (on or before dated 21st 5epetember 2021 before 2.00 p.m.) mentioning their name demat account number/ folio number, <?mall Id, mobile number at sundaramurthy.s@ insplrlsvs.com.

General :

• 1. Mr. M. Alagar, Practicing Company Secretary (Member ship No. F7488 and CoP No. 8196) of M/s. M. Alagor & Associates, Practicing Company Secretaries, Chennai has been appointed as t he S(.ruttnh:er to SCfutinl2e the e-von~ng and remote e•voting process in a fclir and transparent manner.
• 2, The Scrutinizer shall after the conclusion of voting at the annual general meeting. will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e•voting in the presence of at least two witnesses not In the <?mploymcnt of the Company and shall make, not tater than two working days of the conduslon of the AGM, a consolidated S(.rutfni zer's report of the total votes cast In favour or against, If any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
• 1. The Results declared alongwith 1he report of the Scrutinizer shall be placed on the website of the Company www.inspirisvs.com and on the website of NSOLlmmediatelv after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the National Stock Exchange of India Umited and BS€ limited, Mumbai.

By orde, of the Board of Directors For lnspirisys Solutions limited

Place: Chennal Date: 9" August, 2021

S.Sundaramurthy Company Secretary

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Annexure A to the Notice dated 9'" August, 2021 Details of Directors retiri ng by rotation/ seeking re-appointment at the meeting

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Name	Mr. Malcol m F. Mehta
Date of Birth	4th June, 1968
Date of Appointment	7th May, 2014
Qualification	MBA from Anaheim University and Diploma in Japanese Business Management from Kumamoto Gakuen University. He holds level 1 in Japanese Language Proficiency Test (JlPT•l).
Expertbe	With close to 31 years of association with Japan, Malcolm F. Mehta has deep understanding and e.> <perience and="" andpublic sectors in India and Japan and is a globe uottet.
	With more than 26 years of extensive experience in int~martonal trade and IT Industry, he has strong teadet\$hip and effective communication skills. Has a robust record of success In achieving complex objecti\les within the specified timelinei leading to long tetm and sustainable growth. He is highly regarded for his prowess in mergers and acquisitions, planning, strategy and business development. Has veats of experience of managing businesses across ASia, Europe and Nort h America, colfabotating with clients and co-workers at senior management levels with varied culturaJ backgrounds.
Chairmanship the of Membership of the Committees Soard of Director of the Com~ny.	I Corparate Social Responsibility Committee - Cllairman.
Ust of other In which Companies Directorship held	Public lnspirisys Solutions tr Resoutces Umited.
Chairmanship Membership or the of Committee other companies in which he/ she is a Director.	I Nil
Number of Shares held in NIL the Company (both own or held by/for other persons on a beneficial basis} as on 31st March, 2021.
Relationship with other Nil Manager and Oirectots, other Key Managerial Persoonel of the Company.
of Number attended during the yeat	meetings Please refer Corporate Governance Section of the 26th Annual Report 2020-2021.

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