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Inspirisys Solutions Limited Proxy Solicitation & Information Statement 2026

Jun 5, 2026

59118_rns_2026-06-05_7755f3a6-707f-4052-b45c-22cd7555943b.pdf

Proxy Solicitation & Information Statement

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inspirisys Solutions Limited

ISL/SS/SE/13/2026-2027
05th June, 2026

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai 400 001

Scrip Code: 532774

Dear Sir,

Sub: Annual General Meeting Notice, date of AGM and Book Closure.

This is to inform you that the 31st Annual General Meeting of the Company will be held on Tuesday, 30th June, 2026 through Video Conferencing (VC) / Other Audio Visual Means (OAVM), at 02:00 P.M. A copy of the Notice of the 31st Annual General Meeting is enclosed.

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 24th June, 2026 to Tuesday, 30th June, 2026 (both days inclusive) for the purpose of Annual General Meeting for the year 2025-2026.

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 (LODR) Regulations, 2015, the Company shall provide to its members the facility to exercise their votes electronically for transacting the items of business as set out in the Notice convening the ensuing Annual General Meeting of the Company.

For the aforesaid purpose, the Company has fixed Tuesday, 23rd June, 2026 as the cut-off date to determine the entitlement of voting rights of members for e-voting.

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

In compliance with MCA Circular dated 22nd September, 2025 read with Circulars dated 19th September, 2024, 25th September, 2023, 28th December, 2022, 05th May, 2022, 13th January, 2021, 05th May, 2020, 13th April, 2020, 08th April, 2020, Notice of the AGM along with the Annual Report 2025-2026 has been sent to the shareholders through electronic mode on 05th June, 2026 to those members whose e-mail addresses are registered with the Company/Depositories.

EXPERIENCE POSSIBILITIES

Inspirisys Solutions Limited, Regd. Office: First Floor, Dowlath Towers, New Door Nos.57,59,61 & 62
Taylor's Road, Kilpauk, Chennai – 600 010, Tamil Nadu, India. Ph: 044-4225 2026

inspirisys Solutions Limited

For Members who have not registered their e-mail addresses, a letter containing exact web-link of the website i.e. https://www.inspirisys.com/investors/annual-reports where details pertaining to the entire Annual Report is hosted is being sent at the address registered in the records of RTA/Company/Depositories.

Kindly take the same on record.

Yours faithfully,

For Inspirisys Solutions Limited

SUNDARAM
URTHY S

Digitally signed by
SUNDARAMURTHY S
Date: 2026.06.05
14:19:23 +05'30'

S.Sundaramurthy
Company Secretary & Compliance Officer
Encl: as above

EXPERIENCE POSSIBILITIES

Inspirisys Solutions Limited, Regd. Office: First Floor, Dowlath Towers, New Door Nos.57,59,61 & 62
Taylor's Road, Kilpauk, Chennai – 600 010, Tamil Nadu, India. Ph: 044-4225 200

inspirisys

NOTICE OF THE THIRTY FIRST ANNUAL GENERAL MEETING

Inspirisys Solutions Limited

Registered Office: First Floor, Dowlath Towers,
New Door Nos. 57, 59, 61 & 63, Taylors Road,
Kilpauk, Chennai - 600 010.
Tel.: 044-4225 2000.
E-mail: [email protected]
CIN: L30006TN1995PLC031736

TO

THE MEMBERS OF INSPIRISYS SOLUTIONS LIMITED

NOTICE is hereby given that the Thirty First (31°) Annual General Meeting ("AGM") of the Members of Inspirisys Solutions Limited will be held on Tuesday, 30th June, 2026 at 02.00 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), in accordance with the applicable provisions and the Company will conduct the meeting from the Registered Office situated at First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 010, which shall be deemed to be the venue of the meeting, to transact the following business:

Ordinary Business:

  1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon.
  2. To appoint a Director in place of Mr. Toru Horiuchi, (DIN: 08111162) who retires by rotation in accordance with the provisions of the Companies Act, 2013 and, being eligible, offers himself for re-appointment.

By order of the Board of Directors
For Inspirisys Solutions Limited
S.Sundaramurthy
Company Secretary
M. No.: FB203

Place: Chennai
Date: 08th May, 2026

NOTES :

  1. The Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 05th May, 2020 read with the subsequent circulars issued from time to time, the latest one being General Circular No. 03/2025 dated 22nd September, 2025 (MCA Circulars), has allowed the Companies to conduct the Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) till further orders, in compliance with the provisions of the Companies Act, 2013 (the Act). Accordingly the Company is convening its 31st Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM), without the physical presence of the members at a common venue.

  2. Pursuant to the provisions of the Companies Act 2013, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on its behalf and the proxy need not be a member of the Company. Since the AGM is being held pursuant to the MCA Circulars through VC/OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, the facility for appointment of Proxies of members will not be available for this AGM and hence the Proxy form, Attendance Slip and Route Map of AGM are not annexed to this Notice.

  3. Institutional/Corporate Members (including body corporates) are entitled to appoint authorised representatives to attend, participate in and vote at the Annual General Meeting ("AGM") through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), and to cast their votes through remote e-voting or during the AGM. Such Members are requested to send a certified copy of the Board Resolution or Power of Attorney, as applicable, authorising their representative(s) to attend and vote on their behalf at the AGM, pursuant to Section 113 of the Companies Act, 2013.

  4. The attendance of Members participating in the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum in accordance with the provisions of Section 103 of the Companies Act, 2013.
  5. The Members can join the AGM in the VC/OAVM mode by accessing the link 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation in the AGM through VC/OAVM will be made available for 1000 members on a first come first served basis. This will not include large Shareholders (holding 2% or more of the share capital), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors and such other persons as permitted under the applicable provisions shall be allowed to attend the AGM without restriction on account of first come first served basis.
  6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of The Securities and Exchange Board of India ("SEBI") Listing Obligations & Disclosure Requirements ("LODR") Regulations 2015 (as amended), and in accordance with the Circulars issued by the Ministry of Corporate Affairs the Company is providing the facility of remote 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 National Securities Depository Limited ("NSDL") to facilitate voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
  7. Pursuant to the MCA Circular and other applicable laws, the Notice convening the AGM and the Annual Report of the Company have been uploaded on the website of the Company and are available at https://www.inspirisys.com/investors/annual-reports. The Notice of the AGM and the Annual Report are also available on the websites of the Stock Exchanges, namely BSE Limited and The National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. Further, the AGM Notice is also available on the website of NSDL (the agency appointed for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

Inspirisys Solutions Limited, First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 010
CIN: L30006TN1995PLC031736

Inspirisys

  1. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and the Share Transfer Register of the Company will remain closed from Wednesday, 24th June, 2026 to Tuesday, 30th June, 2026 (both days inclusive).

  2. The 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 and Arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013 and all other documents referred to in this Notice will be available for inspection by the members in electronic mode. Members seeking to inspect the aforesaid registers and documents may send a request by e-mail to [email protected], upon which the necessary arrangements for inspection shall be made.

  3. The Electronic/digital copy of the Annual Report for financial year 2025-2026 together with the Notice convening the Thirty First (31st) AGM are being sent to all Members whose e-mail ids are registered with the RTA / Company / Depositories. Members who have not registered their e-mail ids may get the same registered by following the instructions mentioned below. For Members who have not registered their e-mail address, a letter containing exact web-link of the Company's website i.e. https://www.inspirisys.com/investors/annual-reports where the complete Annual Report is hosted, is being sent at their address registered in the records of RTA / Company / Depositories.

  4. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Tuesday, 23rd June, 2026 shall only be entitled to avail the remote e-voting facility as well as e-voting in the AGM.

  5. Any person who becomes a Member of the Company after dispatch of the Notice of the Meeting and holds shares as on the cut-off date i.e. Tuesday, 23rd June, 2026 ("Incremental Members") may obtain the User ID and Password by sending an e-mail request to [email protected] or by contacting at 022 - 4886 7000. If the member who are already registered with NSDL e-voting platform may use their existing User ID and password for the purpose of casting their vote through remote e-voting facility.

  6. Trading in the equity shares of the Company is permitted only in dematerialized form. Dematerialization facilitates 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 certificates. Hence, we request all those members who have still not dematerialized their shares to get their shares dematerialized at the earliest. Pursuant to the amendments of SEBI (LODR) Regulations, 2015, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form and the transmission or transposition of securities, whether held in physical or dematerialized form, shall be effected only in dematerialized form.

  7. Pursuant to the provisions of Section 72 of the Companies Act, 2013, Members holding shares in physical form may submit a nomination in the prescribed Form SH-13 and for cancellation/variation of 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 https://www.inspirisys.com/images/blue-widget Nomination%20Form.pdf. In respect of shares held in Electronic (Dematerialized) form, the nomination form may be submitted with the respective Depository Participant ("DP") in accordance with the applicable procedures.

  8. As required in terms of SEBI (LODR) Regulations, 2015, the requisite information (including the profile and expertise in specific functional areas) pertaining to Directors recommended for appointment / reappointment in the AGM is annexed to this Notice.

  9. SEBI has mandated the submission of Permanent Account Number ("PAN") by every participant in the securities market. Accordingly, Members holding shares in electronic form are therefore, requested to submit the PAN to their DPs with whom they are maintaining their Demat accounts and Members holding shares in physical form to the Company / Registrar & Transfer Agents.

  10. Members holding shares in physical form and who have not yet registered their e-mail addresses are requested to register the same with the Company by sending an e-mail to [email protected]. Members holding shares in electronic (dematerialized) form are requested to get their e-mail addresses registered with their respective DPs.

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

The remote e-voting period shall commence on Friday, 26th June, 2026 at 09:00 A.M. (IST) and shall conclude on Monday, 29th June, 2026 at 05:00 P.M. (IST). Upon expiry of the aforesaid period, the remote e-voting facility shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners maintained by the Depositories as on the record date (cut-off date) i.e. Tuesday, 23rd June, 2026 shall be entitled to cast their votes electronically. The voting right of shareholders shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, 23rd June, 2026.

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

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-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 09th December, 2020 on e-Voting facility provided by the Companies, Individual shareholders holding securities 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.

Inspirisys Solutions Limited, First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 016
CIN: L30006TN1995PLC031736

Inspirisys

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

Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL. 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client ID, PAN Number, Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” 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. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system |
    | Type of shareholders | Login Method |
    | --- | --- |
    | | Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on |
| Individual Shareholders holding securities in demat mode with CDSL. | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System My easi Tab and then user your existing my easi username & password.

  1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible Companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & |

Inspirisys Solutions Limited, First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 010.

CIN: L30006TN1995PLC031736

5

InspiriSYS

voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

  1. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System My easi Tab and then click on registration option.

  2. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN Number from a e-Voting link available on www.cdslindia.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 able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL 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 ID / Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL. Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022-4886 7000.
Individual Shareholders holding securities in demat mode with CDSL. Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911.

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012

Inspirisys Solutions Limited, First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 010

CIN: L30006TN1995PLC031736

1

InspiriSYS

| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12
then your user ID is 12 |
| --- | --- |
| c) For Members holding shares in Physical Form. | EVEN Number followed
by Folio Number registered with the Company.
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |

  1. Password details for shareholders other than 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 system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a pdf file. Open the pdf file. The password to open the pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  2. Now, you will have to click on "Login" button.
  3. After you click on the "Login" button, Home page of e-Voting will open.

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

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the Companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
  2. Select "EVEN" of Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
  3. Now you are ready for e-Voting as the Voting page opens.
  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
  5. Upon confirmation, the message "Vote cast successfully" will be displayed.
  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen

Inspirisys Solutions Limited, First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 010

CIN: L30006TN1995PLC031736

7

inspirisys

signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Prajakta, Assistant Manager, NSDL at [email protected]

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

  1. In case shares are held in physical 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 [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID 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 Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-Voting by providing above mentioned documents.

  4. In terms of SEBI circular dated 09th December, 2020 on e-Voting facility provided by the Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository 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 MEMBERS FOR e-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-voting.

  2. 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.

  3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

ONLINE PROCESSING OF INVESTOR SERVICE REQUESTS AND COMPLAINTS BY RTA:

Swayam is a secure, user-friendly web-based application, developed by “MUFG Intime India Private Limited”, (Formerly known as Link Intime India Pvt. Ltd.), our Registrar and Share Transfer Agent (RTA) that empowers shareholders to effortlessly access various services. We request you to get registered and have first-hand experience of the portal.

This application can be accessed at https://swayam.in.mpms.mufg.com/

  • Effective Resolution of Service Request-Generate and track service requests/complaints through SWAYAM.
  • Features - A user-friendly GUI.
  • Track Corporate Actions like Dividend/Interest/Bonus/Split.

Impirisys Solutions Limited, First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 010
CIN: L30006TN1995PLC031736

inspirisys

  • PAN-based investments - provides access to PAN-linked accounts, Company-wise holdings, and security valuations.
  • Effortlessly raise requests for Unpaid Amounts.
  • Self-Service-Portal-for securities held in demat mode and physical securities, whose folios are KYC Compliant.
  • Statements - View entire holdings and status of corporate benefits.
  • Two-factor Authentication (2FA) at login-Enhances security for investors.

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

  1. Member will be provided with the facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against Company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting 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-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Shareholders who would like to express their views / ask questions during the meeting may register themselves as a speaker by sending their request along with the questions in advance at least 3 days prior to the meeting (till 02.00 p.m. (IST) on Saturday, 27th June, 2026), mentioning their name, demat account number / folio number, email id, mobile number at [email protected].

General Information :

  1. M/s. Alagar & Associates LLP, (Formerly known as M.Alagar & Associates), Practicing Company Secretaries, Chennai (Firm Registration No. L202STN019200), has been appointed as the Scrutinizer to scrutinize the e-voting and remote e-voting process in a fair 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 employment of the Company and shall make, not later than two working days of the conclusion of the AGM, a consolidated scrutinizer’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.

  3. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.inspirisys.com and on the website of NSDL immediately 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 Limited and BSE Limited, Mumbai.

By order of the Board of Directors
For Inspirisys Solutions Limited

Place: Chennai
Date: 08th May, 2026

S.Sundaramurthy
Company Secretary
M. No.: F8203

9
Inspirisys Solutions Limited, First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 019
CIN: L30006TN1995PLC031736

Inspirisys

Annexure A to the Notice dated 08th May, 2026

The Information required to be provided in respect of Item No. 2, pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India (ICSI), is set out hereunder.

Name of the Director Mr. Toru Horiuchi
DIN 08111162
Date of Birth / Age 26^{th} August, 1967 / 58 years
Date of first Appointment on the Board 01^{st} November, 2022
Brief resume of the Director Mr. Toru Horiuchi is the General Manager of Corporate Department at CAC Holdings Corporation (Holding Company). Mr. Toru Horiuchi completed his Bachelor of Laws from Waseda University, Tokyo in 1991. He joined CAC Corporation, to assume various responsibilities till 2014 and continued his career with CAC Holdings Corporation at various positions.
Qualification Bachelor of Laws from Waseda University, Tokyo.
Expertise He has a vast knowledge base and experience in Finance & Accounts spanning over more than two decades. He has been part of CAC Corporation since 2006 and has assumed various responsibilities till 2014, post which he played critical roles across Finance, Accounts, Audit and group Company governance at CAC Holdings Corporation.
Chairmanship / Membership of the Committees of the Board of Director of the Company. Nil
List of other Public Companies in which Directorship held along with listed entities from which the person has resigned in the past three years. Nil
Chairmanship / Membership of the Committee of other Companies in which he is a Director along with listed entities from which the person has resigned in the past three years. Nil
Number of Shares held in the Company (both own or held by/for other persons on a beneficial basis) as on 31^{st} March, 2026. Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company. Nil
Terms and conditions of appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if any. As per the provisions of Section 197 of the Companies Act, 2013, the Non-Executive Directors are entitled for sitting fees and reimbursement of expenses for participation in Meetings.
Skills and capabilities required for the role and the manner the proposed Independent Director meets such requirements. NA
Number of meetings attended during the year. Please refer Corporate Governance Section of the 31^{st} Annual Report for 2025-2026.
Not debarred from holding office by order of SEBI or any authority.

CERTIFIED TRUE COPY

For Inspirisys Solutions Limited

Inspirisys Solutions Limited, First Floor, Dowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 010

CIN: L30006TN1995PLC031736

S. Sundaramurthy Company Secretary

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