Regulatory Compliance & AGM Details

Submitted Annual Report for FY 2025-26 to stock exchanges pursuant to SEBI Regulation 34(1), including notice of 31st AGM scheduled for June 30, 2026 through video conferencing. E-voting period set for June 26-29, 2026 via NSDL. Business includes adoption of financial statements and re-appointment of Mr. Toru Horiuchi who retires by rotation.

Financial Performance Highlights

Consolidated Financials (₹ lakhs)

  • Total Revenue: ₹48,705 (FY26) vs ₹39,759 (FY25) - 23% increase
  • EBITDA: ₹5,170 (FY26) vs ₹3,725 (FY25)
  • Profit Before Tax: ₹3,474 (FY26) vs ₹2,310 (FY25)
  • Profit After Tax: ₹4,098 (FY26) vs ₹3,173 (FY25)

Standalone Financials (₹ lakhs)

  • Revenue from operations: ₹46,624 (FY26) vs ₹37,842 (FY25) - 23% increase
  • Profit Before Tax: ₹3,474 (FY26) vs ₹2,310 (FY25) - 50% increase
  • Profit After Tax: ₹3,886 (FY26) vs ₹2,643 (FY25) - 47% increase
  • Total Assets: ₹35,918 (FY26) vs ₹26,710 (FY25) - 34% increase
  • Total Equity: ₹10,021 (FY26) vs ₹5,853 (FY25) - 71% increase

Business Performance & Segment Analysis

Revenue growth primarily driven by Infra Products and Banking segments in Indian market, with domestic market experiencing slow start due to global uncertainties including Russia-Ukraine conflict. US market remained subdued with recovery anticipated in FY 2026-27. Business mix: SI - System Integration (34%), Services (65%), WMS - Warranty Management Services (1%). Headcount: 1,635 employees with 20% voluntary attrition rate, certified as "Great Place to Work" for June 2025 to June 2026 period.

Significant Accounting Matters

Employee Benefits - Defined Benefit Plans

  • Defined benefit obligation: ₹2,124 lakhs (FY25: ₹1,328 lakhs)
  • Plan assets: ₹1,271 lakhs (FY25: ₹1,111 lakhs)
  • Net liability recognized: ₹346 lakhs (FY25: ₹14 lakhs net asset)
  • Exceptional item of ₹381 lakhs recognized due to statutory impact of new Labour Codes

Key Actuarial Assumptions:

  • Discount rate: 6.63% (FY25: 6.44%)
  • Long-term rate of compensation increase: 8% (FY25: 7%)
  • Attrition rate: 15-37% depending on age groups

Related Party Transactions

Significant Transactions (₹ lakhs):

  • Sale of services to Inspirisys Solutions North America Inc.: ₹1,200 (FY25: ₹905)
  • Management fees payable to CAC Holdings Corporation: ₹190 (FY25: ₹78)
  • Marketing fee to Inspirisys Solutions North America Inc.: ₹335 (FY25: ₹308)
  • Interest expense to CAC Holdings Corporation: ₹256 (FY25: ₹616)
  • Remuneration to KMPs: ₹264 (FY25: ₹301)

Balances with Related Parties (₹ lakhs):

  • Loans payable to CAC Holdings Corporation: ₹7,777 (FY25: ₹7,940)
  • Guarantee received from CAC Holdings Corporation: ₹17,750 (unchanged)
  • Trade receivables from subsidiaries: ₹341 (FY25: ₹175)

Subsidiary Updates & Corporate Actions

  • Active Subsidiary: Inspirisys Solutions North America Inc. (USA)
  • Liquidated Subsidiaries: Inspirisys Solutions Japan KK (liquidated 14th July, 2025), Inspirisys Solutions DMCC (dissolved 5th May, 2025)
  • Suspended Operations: Network Programs (USA) Inc., Inspirisys Solutions Europe Limited
  • Branch Closure: Singapore branch deregistered effective 10th June, 2025
  • No dividend recommended for FY26 to conserve resources for growth

Financial Risk Management

Foreign Currency Risk:

  • USD exposure: Financial assets ₹1,117 lakhs, Financial liabilities ₹2 lakhs
  • Sensitivity: 1% strengthening of ₹ against USD would increase profit by ₹11 lakhs

Interest Rate Risk:

  • Floating rate borrowings: ₹84 lakhs
  • Sensitivity: 1% increase in interest rates would decrease profit by ₹1 lakh

Credit Risk:

  • Trade receivables: ₹13,516 lakhs gross, allowance for ECL ₹1,610 lakhs

Contingent Liabilities & Regulatory Matters

  • Disputed income tax demands: ₹5,540 lakhs (FY25: ₹5,495)
  • Disputed sales tax/GST demands: ₹17 lakhs
  • Customs duty demands: ₹236 lakhs
  • Paid ₹10 lakh penalty to SEBI for prior period compliance issue
  • Received and resolved show-cause notices from GST authorities

Auditor Reports & Corporate Governance

  • Statutory Auditors: M/s. M S K A & Associates LLP - Unmodified audit opinion
  • Key audit matter: Revenue recognition from services contracts involving significant judgment
  • Board comprises 6 Directors: 1 Executive, 2 Non-Executive Non-Independent, 3 Independent
  • All mandatory committees constituted under SEBI LODR Regulations

Key Ratios (Standalone)

  • Debtors Turnover: 104 days (FY26) vs 78 days (FY25)
  • Interest Coverage Ratio: 15.86 times (FY26) vs 5.32 times (FY25)
  • Current Ratio: 1.66 times (FY26) vs 1.73 times (FY25)
  • Operating Profit Margin: 10% (FY26) vs 9% (FY25)
  • Return on Networth: 21% (FY26) vs 19% (FY25)