Directors Report of IRIS RegTech Solutions Ltd.

Mar 31, 2025

Your Board of Directors (“Board”) is pleased to present the 25^th (Twenty-fifth) Annual Report of your Company, for the financial
year ended March 31, 2025.

1. Summary of Operations / Results

(Amount in thousands - C)

Particulars	Standalone		Consolidated
	FY 2025 |	FY 2024	FY 2025 |	FY 2024
Turnover	11,95,549	968,460	12,59,678	10,22,966
Other Income	24,044	6,286	25,388	6,593
Total Expenditure	10,43,563	8,78,832	10,99,558	9,27,440
Operating Profit/(Loss)	1,76,030	95,914	1,85,508	1,02,119
Exceptional Items	-	-	-	-
Net Profit/(Loss) before tax	1,76,030	95,914	1,85,508	1,02,119
Tax Expense
Current Tax	51,000	24,500	54,334	25,619
Deferred Tax	-	(11,500)	(1,344)	(11,413)
Tax expense/(income) for earlier years	-	-	-	30
Profit / (Loss) for the year	1,25,030	82,914	1,32,518	87,883

2. Performance of the Company

The financial year 2024-25 was marked by strong revenue growth
across key product segments, resulting in a 23% increase in operating
revenues on both a standalone and consolidated basis. Revenues
from operations stood at 411,95,549 Thousand (Standalone) and
412,59,678 Thousand (Consolidated), driven by continued
momentum in international markets and deeper penetration within
existing client accounts.

Among the various segments, SupTech remained the leading
contributor, with revenues growing by 34% on a consolidated basis.
The RegTech and TaxTech segments also posted steady growth of 12%
and 20% respectively on a consolidated basis, reflecting increased
adoption of compliance-driven solutions. Export revenues, which
make up a significant portion of the Company’s overall revenues,
grew by 20%, further reinforcing the Company''s global positioning.

Other income saw a substantial increase of over 280%, supported by
improved treasury management. While employee costs and other
expenses increased in line with business expansion, the overall
profitability improved, aided by better cost control and a sharp
reduction in depreciation and amortization expenses (down by over
50% year-on-year).

The Company also reported a reduction in finance costs by 31%
(Consolidated), reflecting efficient capital deployment and lower
debt obligations.

Financial Year 2024-25 was a year of consistent performance across
all business lines, with improved operating leverage, strong export-
led growth, and enhanced financial efficiency contributing to the
Company’s overall progress.

Highlights of financial results

Particular		Standalone			Consolidated
	FY 2025	FY 2024	% Increase/	FY 2025	FY 2024	% Increase/
		(Decrease)			(Decrease)
Revenues	12,19,593	9,74,746	25%	12,85,066	10,29,559	25%
Revenues from operation	11,95,549	9,68,460	23%	12,59,678	10,22,966	23%
Revenues from export	8,23,000	6,83,545	20%	8,78,058	7,32,812	20%
Revenues from SupTech	5,97,877	4,40,320	36%	6,14,996	4,58,363	34%
Revenues from RegTech	3,92,242	3,51,996	11%	4,27,804	3,83,219	12%
Revenues from TaxTech	1,61,339	1,38,399	17%	1,72,787	1,43,639	20%
Revenues from DataTech	9,471	9,929	-5%	9,471	9,929	-5%
Others	34,620	27,816	24%	34,620	27,816	24%
Other income	24,044	6,286	282%	25,388	6,593	285%
Employee Costs	5,97,174	4,89,984	22%	6,20,800	5,12,959	21%
Finance Costs	7,450	11,036	-32%	7,893	11,492	-31%
Travel related expenses	43,468	35,795	21%	47,772	38,212	25%
Other Expenses	3,74,431	2,97,738	26%	4,01,098	3,19,558	26%
Depreciation and Amortization	21,040	44,279	-52%	21,995	45,219	-51%
Exceptional Items	-	-	-	-	-	-

3. State of Company Affairs

Your Company is recognized as a key player in the global regulatory
reporting solutions market, having played a pioneering role with
respect to solutions built on the eXtensible Business Reporting
Language (“XBRL”) standard. Your Company differentiates itself in
the market with product offerings across the information supply chain
encompassing enterprises and regulators. The year under review saw
a pick-up in both revenues and enquiries from the regulator segment
as a key project implementation got underway while the company
also worked on building the sales pipeline. On the other hand, the
enterprise segment of the business is where the company expects
significant tailwinds as firms across the world increasingly adopt a
SaaS based digital reporting framework. Your Company’s flagship
product, IRIS CARBON® has gone up the value chain by offering a
disclosure management product which will boost productivity and
accuracy in building collaborative reports, particularly for the CFO’s
office. The Company is also rolling out an Environmental, Social, and
Governance (“ESG”) reporting solution, building on the strengths
of the Company’s customer base and adjacencies in software for
financial and non-financial reporting. Our work in building the
Global Reporting Initiative (“GRI”)’s ESG XBRL taxonomy has been
well received. The Company’s software to facilitate bank automated
compliance data reporting, IRIS iDeal has expanded its footprint in
the African markets and is now looking at offering solutions for SDMX
based reporting as well. Post the divestment of the TaxTech business
and with the availability of non-dilutive capital, Your Company is
well positioned to grow its business in the SupTech and RegTech
segments of the market.

4. Transfer to reserve

The Board has decided to retain the entire amount of profit for
financial year 2024-25 in the distributable retained earnings.

5. Dividend and Transfer To Investor
Education and Protection Fund (IEPF)

In line with the Company’s strategic objective to conserve financial
resources and strengthen internal accruals for future growth
initiatives, the Board of Directors has not recommended any dividend
for the financial year 2024-25. The decision has been taken after
careful consideration of the Company’s long-term plans, investment
priorities, and the need to maintain financial flexibility in an evolving
business environment.

Further, during the financial year ended March 31, 2025, the Company
was not required to transfer any unpaid or unclaimed dividend
amounts or underlying equity shares to the Investor Education and
Protection Fund (IEPF) pursuant to the provisions of the Companies
Act, 2013 and the rules made thereunder.

6. Change in the Nature of Business

There was no change in the nature of business during the financial
year ended March 31, 2025.

7. Material Changes and Commitment, if any,
affecting financial position of the Company

On July 2, 2025, following the approval of the Board of Directors, the
Company executed definitive agreements with Sovos Compliance
Limited, United Kingdom (“Sovos”), for the sale and transfer of
its GST Application Service Provider (“GST ASP”) Business, along

with a 100% equity stake in its Subsidiary, IRIS Logix Solutions
Private Limited (“IRIS Logix”). The aggregate consideration for
the transaction was 715,124 Lakh. Shareholder approval for the
transaction was subsequently obtained at the Extraordinary General
Meeting held on July 26, 2025.

The transaction structure included:

1. Acquisition of the minority stake in IRIS Logix,

2. Sale of a 5% equity stake in IRIS Logix to Sovos,

3. Slump sale of the GST ASP Business to IRIS Logix for 714,057
Lakh, funded by Sovos,

4. Transfer of entire balance stake of the Company in IRIS Logix
to Sovos. The consideration for sale of 100% equity stake
in IRIS Logix (inclusive of 5% stake sale referred at (2) above)
aggregates to 71,067 Lakh which is subject to any adjustment
towards shortfall in net working capital or in net cash in IRIS
Logix determined as on the date of completion of sale of 100%
equity stake in IRIS Logix.

The above transaction was completed on August 05, 2025.

As the agreement was executed after March 31, 2025, the transaction
qualifies as a non-adjusting event under Ind AS 10. Consequently,
no financial impact has been recognised in the Audited Financial
Statements (Standalone and Consolidated) for the year ended March
31, 2025 of the Company.

8. Significant and Material Orders Passed by
the regulators or courts or tribunal

No significant or material order was passed, during the period under
review, by the Regulators or Courts or Tribunals bearing an impact on
the going concern status and Company’s operations in future.

9. Risk and Concern

Your Company primarily operates in two distinct customer segments,
one that comprises regulators and other being enterprises. While
both these segments have distinct characteristics, the common
denominator continues to be that of intense global competition.
Your company differentiates itself with the breadth of its offering and
the ability to work across regulatory mandates and markets.

The SupTech segment traditionally carry immanent risks
pertaining to execution where there could be substantial time
creep or unanticipated change in requirements. In certain markets,
regulators prefer large, omnibus RFPs where we can only bid for
specific components with partners. Your Company’s presence in
the US and European markets is currently limited in the regulatory
platform solutions business. There are consolidation trends seen
among companies operating in SupTech and BFSI oriented RegTech
solutions.

In the disclosure management segment, deep pocketed competitors
invest heavily in on the ground sales and marketing as well as rapidly
add new product features. The emergence of AI driven innovations is
also raising customer expectations. Your Company continues to hold
on our own with frugal engineering practices and innovative solutions
combined with an unwavering focus on customer satisfaction.

10. Risk Management

Your Company is aware of the risks associated with the business. The
Company follows a method for identifying, minimizing and mitigating
risks which will be periodically reviewed. The Company has a risk
management policy in place for the purpose of identification of all
the major elements of risk, which in the opinion of the Board may
threaten the existence of the company.

Some of the risks identified which will have the attention of the
management are:

• Securing critical resources including capital and human
resources;

• Data Security;

• Ensuring cost competitiveness;

• Building product differentiation and the appropriate value
proposition;

• Maintaining and enhancing customer service standards;

• Identifying and introducing innovative marketing and branding
activities, especially in the digital media.

11. Deposits

During the financial year 2024-25, your Company has not accepted
any deposits from the public falling within the purview of Section 73
of the Companies Act, 2013, read with the Companies (Acceptance
of Deposits) Rules, 2014. Accordingly, the disclosure requirements
relating to deposits, including those which are not in compliance
with Chapter V of the Act, as prescribed under Rule 8(5)(v) of the
Companies (Accounts) Rules, 2014, are not applicable.

Further, as on March 31, 2025, there were no unclaimed deposits or
any amounts due for repayment in terms of the aforesaid provisions.

12. Performance and financial highlights of
subsidiary companies and their contribution
to overall performance of the company

The Company had the following subsidiaries as on March 31, 2025:

1. IRIS Business Services (Asia) Pte. Ltd., Singapore

2. IRIS Business Services, LLC, United States of America

3. Atanou S.r.l., Italy

4. IRIS Logix Solutions Private Limited, India and

5. IRIS Regtech Sdn. Bhd., Malaysia

On June 25, 2024, IRIS Regtech Sdn. Bhd, a wholly owned subsidiary
of IRIS Business Services Limited was incorporated in Malaysia
subsequent to approval from the Board of Directors of the Company,
at their meeting held on May 30, 2024.

None of the above companies ceased to be a subsidiary during
financial year 2024-25. The Company does not have any Joint Venture
or Associate Company.

Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company’s Subsidiaries in Form AOC-1 is enclosed as “Annexure-1”
to this report. The consolidated financial statement of the Company
forms part of this annual report.

Pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements
along with relevant documents and separate financial statements in
respect of subsidiaries, are available on the website of the Company
at https://irisbusiness.com/investors/subsidiary-financials/ . Any
Member, who is interested in obtaining a copy of the financial
statements of subsidiaries companies, may write to the Company
Secretary at [email protected].

As on the financial year ended March 31, 2025, none of the
subsidiaries of the Company was identified as ‘material subsidiary’
within the meaning of Regulation 16(1)(c) of SEBI Listing Regulations.

13. Share Capital

During the financial year 2024-25, the paid-up equity share capital of
the Company increased from 419,36,11,620 comprising 1,93,61,162
equity shares of 410 each as on March 31, 2024, to 420,53,81,170
comprising 2,05,38,117 equity shares of 410 each as on March 31, 2025.

The increase was a result of preferential allotments, warrant
conversions, and exercise of ESOP by the eligible employees of the
Company, as detailed below:

a. Preferential Allotment of Equity Shares and
Convertible Warrants

Pursuant to the approval granted by the members at the Extraordinary
General Meeting held on June 21, 2024, and based on the in-principle
approvals received from BSE Limited and the National Stock
Exchange of India Limited on June 20, 2024 respectively, the Board
of Directors, at its meeting held on July 2, 2024, allotted the following
securities on a preferential basis under Chapter V of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018:

• 5,43,478 equity shares of face value 410 each at an issue price of
4184 per equity share (including a premium of 4174 per share),
and

• 5,43,477 convertible warrants at an issue price of 4184 per
warrant, each convertible into one equity share of 410 each.

The above securities were allotted to the following non-promoter
public investors (“Allottees”):

• Pratithi Growth Fund I, a scheme of Pratithi Investment Fund;

• Tunga India Long Term Equity Fund

In accordance with the terms of the issuance of Convertible Warrants,
the proposed allottees paid 25% of the issue price at the time of
allotment of the warrants, with the remaining 75% payable at the
time of conversion within the prescribed period of nine months.

b. Allotment under Employee Stock Option Plan (“ESOP”)

On September 3, 2024, the Company allotted 90,000 equity shares
of 410 each to eligible employees who exercised their vested stock
options granted under the Company’s Employee Stock Option Plan.

c. Conversion of Warrants into Equity Shares

Subsequently, on January 27, 2025, the Company received formal
requests from both the above allottees for the conversion of their
respective warrants into equity shares, along with the payment of the
balance 75% of the issue price.

The Board of Directors, at its meeting held on January 31, 2025,
approved the allotment of 5,43,477 equity shares of 410 each upon
full conversion of the warrants.

Summary of Changes in Paid-Up Share Capital

Particulars	Date	No. of Equity Shares	Amount (?)
Paid-up Share Capital (Opening)	As on 31-Mar-2024	1,93,61,162	19,36,11,620
Preferential Allotment	02-Jul-2024	5,43,478	54,34,780
ESOP Allotment	03-Sep-2024	90,000	9,00,000
Conversion of Warrants into Equity	31-Jan-2025	5,43,477	54,34,770
Paid-up Share Capital (Closing)	As on 31-Mar-2025	2,05,38,117	20,53,81,170

All equity shares issued during the year rank pari passu with the
existing equity shares of the Company in all respects, including
dividend entitlement and voting rights.

i) Issue of Equity Shares with Differential Rights: The Company
has not issued any equity shares with differential rights during
the financial year ended March 31, 2025.

ii) Issue of Sweat Equity Shares: The Company did not issue any
Sweat Equity Shares during the financial year ended March 31,
2025.

14. Employee Stock Options Scheme

The Nomination and Remuneration Committee (“NRC”) of the Board
is entrusted with the responsibility of formulating, implementing, and
monitoring the Employee Stock Option Schemes (“ESOPs”) of the
Company. This responsibility is discharged in accordance with the
applicable provisions of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
as amended from time to time ("SEBI SBEB & SE Regulations"),
along with the relevant provisions of the Companies Act, 2013 and
rules made thereunder.

IRIS Employee Stock Options Scheme, 2017

The IRIS Employee Stock Options Scheme, 2017 (“ESOP Scheme
2017”), was originally approved by the shareholders at the Extra¬
Ordinary General Meeting held on September 13, 2017. The Scheme
was subsequently ratified to extend its applicability to include
employees of the Company’s subsidiary companies as well.

The ESOP Scheme 2017 continues to be administered by the NRC
and is in full compliance with the SEBI SBEB & SE Regulations. No
material modifications or amendments were made to this Scheme
during the financial year ended March 31, 2025. Grants under this
scheme are made to eligible employees based on their performance
and the discretion of the NRC, in accordance with the terms and
conditions stipulated in the Scheme.

Under ESOP Scheme 2017, the Company is authorized to grant up
to 7,00,000 stock options to eligible employees of the Company and
its group companies, including associate and subsidiary companies.
Each stock option, upon vesting and exercise, entitles the option
holder to receive one fully paid-up equity share of 410/- (Rupees Ten
only) of the Company.

Grants under this scheme are made in accordance with the vesting
schedule and performance criteria as may be laid down by the NRC
from time to time.

IRIS Business Services Limited Employee Stock
Option Scheme, 2023

The IRIS Business Services Limited Employee Stock Option Scheme,
2023 (“ESOP Scheme 2023”) was introduced with a view to attract,
retain, and reward talented employees and align their interests with
that of the Company and its shareholders. The Scheme was approved
by the Board of Directors on December 01, 2023, and by the members
at Extra-Ordinary General Meeting held on February 16, 2024.

Following the member’s approval, the Company obtained the
necessary in-principle approvals from BSE Limited and National
Stock Exchange of India Limited, thereby making the Scheme
effective and operational during the financial year 2024-25.

Under ESOP Scheme 2023, the Company is authorized to grant up to
9,75,000 (Nine Lakh Seventy-Five Thousand) stock options to eligible
employees of the Company and its group companies, including
associate and subsidiary companies. Each stock option, upon vesting
and exercise, entitles the option holder to receive one fully paid-up
equity share of 710/- (Rupees Ten only) of the Company.

Grants under this scheme are made in accordance with the vesting
schedule and performance criteria as may be laid down by the NRC
from time to time.

Regulatory Compliance and Disclosures

Both the above-mentioned schemes, ESOP Scheme 2017 and
ESOP Scheme 2023, are in compliance with the provisions of the
SEBI SBEB & SE Regulations and the Companies (Share Capital
and Debentures) Rules, 2014. The prescribed disclosures under
Rule 12 of the Companies (Share Capital and Debentures) Rules,
2014 and Regulation 14 read with Part F of Schedule I of the SEBI
SBEB & SE Regulations are annexed to this Report as “Annexure -
2”. The said disclosures are also made available on the Company’s
website at https://irisbusiness.com/wp-content/uploads/2024/07/
IRIS Disclosure under SEBI Share Based Employee Benefits
Regulations 2021 for 2023-24.pdf .

Additionally, a certificate from Priti J. Sheth & Associates, Practicing
Company Secretaries, confirming that both the schemes have been

implemented in accordance with the SEBI SBEB & SE Regulations
and in compliance with the resolutions passed by the Members, will
be available for inspection by the Members at the ensuing Annual
General Meeting. A copy of the said certificate is also hosted on
the Company’s website at https://irisbusiness.com/wp-content/
uploads/2025/08/IRIS Certificate Reg 13 SEBI SBEB 2021.pdf.

15. Internal Financial Control and their
Adequacy

The Company has internal financial control and risk mitigation
system, which is constantly assessed and strengthened. The
Company also conducts internal audits from time to time. The Audit
Committee actively reviews the internal audit report, adequacy
and effectiveness of the internal financial control and suggests
improvements for the same.

16. Declarations given by Directors

The Company has received necessary declarations and disclosures
from its Independent Directors under Section 149(7) and Section
184(1) of the Companies Act, 2013 (“the Act”) stating that they
meet the criteria of independence as laid down in Section 149(6)
of the Companies Act, 2013 and Regulation 16 of the SEBI Listing
Regulations and have disclosed their interest in the form MBP-1.
All the Directors have certified that they are not disqualified under
section 164 of the Companies Act, 2013. The Independent Directors
have complied with the Code for Independent Directors prescribed
in Schedule IV of the Act.

The Board of the Company has taken the disclosures on record after
verifying the due veracity of the same.

In the opinion of the Board, all the Independent Directors possess the
integrity, expertise and experience including the proficiency required
to be Independent Directors of the Company, fulfil the conditions of
independence as specified in the Act and the SEBI Listing Regulations
and are independent of the management and have also complied
with the Code for Independent Directors as prescribed in Schedule
IV of the Act. All the Independent Directors of the Company are also
registered with the databank of Independent Directors as required
under the provisions of the Companies Act, 2013.

The Directors and the senior management personnel have affirmed
compliance with the Code of Conduct for Directors and Senior
Management Personnel during financial year 2024-25.

17. Directors, Key Managerial Personnel and Composition of Board

The composition of Board of Directors of the Company is as follows:

Sr.	Name of Director	DIN	Category
1.	Mr. Balachandran Krishnan	00080055	Promoter, Whole Time Director & Chief Executive Officer (“CEO”)*
2.	Ms. Deepta Rangarajan	00404072	Promoter, Whole Time Director
3.	Mr. Puthenpurackal Kuncheria Xavier Thomas	09760233	Whole Time Director & Chief Technology Officer (“CTO”)
4.	Mr. Vinod Balmukand Agarwala	01725158	Chairman & Independent Director
5.	Mr. Ashok Venkatramani	02839145	Independent Director
6.	Mr. Bhaswar Mukherjee	01654539	Independent Director
7.	Mr. Haseeb A. Drabu	00489888	Independent Director
8.	Mr. Vineet Kandoi	NA	Chief Financial Officer (“CFO”)*
9.	Mr. Santoshkumar Sharma	NA	Company Secretary & Compliance Officer

* Mr. Balachandran Krishnan was appointed as a CEO of the Company by the Board of Directors of the Company on June 20, 2025.

* Mr. Vineet Kandoi was appointed as CFO of the Company by the Board of Directors of the Company on August 13 ,2025.

Late Mr. Swaminathan Subramaniam ceased to be the Whole Time Director and CEO w.e.f March 26 2025 due to his unfortunate demise.

Cessation

During the year, the Company suffered an irreparable loss with
the sudden and untimely demise of Late Mr. Swaminathan
Subramaniam, Promoter, Whole Time Director & Chief
Executive Officer, on March 26, 2025. Late Mr. Swaminathan
Subramaniam had played an instrumental role in steering
the growth and transformation of the Company. The Board
placed on record its profound grief and sincere appreciation
for his visionary leadership and invaluable contributions.

Appointments and Re-appointments

In light of the unforeseen circumstances and with a view to
ensuring continuity of operations and maintaining business
stability, the Board of Directors, at its meeting held on
March 26, 2025, entrusted Mr. Balachandran Krishnan (DIN:
00080055), Promoter, Whole Time Director & Chief Financial
Officer, with the responsibility of overseeing the day-to-day
affairs and management of the Company on an interim
basis, till a suitable successor to the CEO role was identified,
appointed, and formally approved by the Board.

Subsequently, based on the recommendation of the
Nomination and Remuneration Committee, the Board, at its
meeting held on June 20, 2025, approved the appointment
of Mr. Balachandran Krishnan as the Chief Executive Officer
(“CEO”) of the Company with effect from the same date.
Further, Mr. Balachandran Krishnan continued to hold the
additional charge of Chief Financial Officer (“CFO”) until a
full-time CFO was appointed.

The composition of the Board is in accordance with the
requirements prescribed in the Listing Regulations.

Thereafter, upon the recommendations of the Nomination
and Remuneration Committee and the Audit Committee, the
Board of Directors, at its meeting held on August 13, 2025,
approved the appointment of Mr. Vineet Kandoi as the Chief
Financial Officer (“CFO”) and Key Managerial Personnel
(“KMP”) of the Company with effect from August 14, 2025.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the
Companies Act, 2013, read with the Articles of Association of
the Company, Ms. Deepta Rangarajan (DIN: 00404072), Whole
Time Director, being the director liable to retire by rotation,
retires at the ensuing 25^th Annual General Meeting and,
being eligible, offers herself for re-appointment. Based on
the recommendation of the Nomination and Remuneration
Committee, the Board at its meeting held on 13 August 2025,
has recommended her re-appointment at the AGM.

Brief profile of Ms. Deepta Rangarajan as required under
Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standards - 2, is annexed to the notice convening
the Annual General Meeting, which forms part of this Annual
Report.

Key Managerial Personnel (“KMP”)

As on the date of this Report, the following persons were the
KMP of the Company under Section 203 of the Companies
Act, 2013:

• Mr. Balachandran Krishnan - Chief Executive Officer (CEO) (w.e.f.
March 26, 2025)

• Mr. Vineet Kandoi - Chief Financial Officer (CFO) (w.e.f. August 14,

2025)

• Mr. Santoshkumar Sharma - Company Secretary & Compliance
Officer

18. Board and Committee Meeting(s)

A total of 22 meetings of the Board and its Committees were held
during financial year 2024-25, comprising 8 Board meetings, 5
meetings of the Audit Committee, 4 meetings of the Nomination
and Remuneration Committee, 2 meetings of the Risk Management
Committee, and 1 meeting each of the Corporate Social Responsibility
Committee, Stakeholders Relationship Committee and the
Independent Directors, pursuant to the provisions of the Companies
Act, 2013, for the financial year ended March 31, 2025. The details of
these meetings, including dates and attendance of each Director/
Member, are provided in the Corporate Governance Report.

Subsequent to the end of the financial year, at the Board meeting
held on May 14, 2025, the Right Issue Committee was formally
dissolved following a review of its relevance and applicability.

Committees of the Board:

The Company has Six (6) Board-level Committee(s), which have been
established in compliance with the provisions of the Act and/or SEBI
Listing Regulations:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee; and

• Business Responsibility and Sustainability Committee

Details of Committees along with their terms of reference,
composition and attendance of Members at the meeting of the
Committees are provided in the Corporate Governance Report.

I. Audit Committee:

The Audit Committee is constituted by the Board, in accordance with
the provisions of Section 177 of the Act read with Regulation 18 of
SEBI Listing Regulations. During financial year 2024-25, the Board
accepted all the recommendations of the Audit Committee.

II. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Act read with
Regulation 19 of SEBI Listing Regulations, the Board constituted
the Nomination and Remuneration Committee, which inter-alia
recommends to the Board the criteria for appointment of Director(s)
along with the compensation, terms of executive directors and senior
managerial personnel.

The Board has approved the Nomination and Remuneration Policy
for Directors, Key Managerial Personnel and all other Employees
of the Company. The said policy is hosted on the website of the
Company. The web link of the same is as follows: https://www.
irisbusiness.com/wp-content/uploads/2023/12/NRC-Policy.pdf

III. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee has been duly constituted
in accordance with the provisions of Section 178 of the Companies
Act, 2013, read with Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations. The primary objective
of the Stakeholders Relationship Committee of the Company is to
consider and resolve the grievances of security holders/Members of
the Company.

During the financial year 2024-25, one complaint was received from
a stakeholder which was reviewed and disposed off.

IV. Corporate Social Responsibility

(“CSR Committee”):

The CSR Committee is duly constituted as per the provisions of
Section 135 of the Act. The said Committee has been entrusted with
the responsibility of formulating and recommending to the Board,
the Corporate Social Responsibility Policy (“CSR Policy”) indicating
the activities to be undertaken by the Company, monitoring
the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities.

During the year under review, CSR Committee was reconstituted
to fill the vacancy arising from the untimely demise of Late
Mr. Swaminathan Subramaniam, who served as a member. The
reconstituted CSR Committee comprised of Mr. Ashok Venkatramani
(Chairman), Ms. Deepta Rangarajan (Member), and Mr. Balachandran
Krishnan (Member), in compliance with Section 135 of the Companies
Act, 2013 and the applicable rules thereunder.

The detailed report on CSR activities is attached as “Annexure-3”
to this report.

The key philosophy of the Company’s CSR initiative is to promote
development through social and economic transformation. The CSR
Policy of the Company can be accessed on the Company’s website
at the link provided herein below: https://www.irisbusiness.com/wp-
content/uploads/2023/12/CSR-Policy-2.pdf

V. Risk Management Committee:

The Board of your Company voluntarily constituted the Risk
Management Committee (“RMC”) of the Board for the purpose of
internal administration and efficiency.

VI. Business Responsibility and

Sustainability Committee:

The Board of Directors at their meeting held on February 13, 2023
constituted the Business Responsibility and Sustainability Committee
on voluntary basis. Though not mandated under SEBI Listing
Regulations, the said committee was constituted voluntarily with an
aim to help the business in demonstrating the structure, policies and
processes as set in the principles and core elements of the National
Guidelines on Responsible Business Conduct (“NGRBC”).

19. Compliance with Secretarial Standard

The Company has complied with the Secretarial Standards (“SS”)

i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries
of India on Meetings of the Board of Directors and General Meetings
respectively during financial year 2024-25.

20. Related Party Transactions

All related party transactions that were entered into during the
financial year were in the ordinary course of the business, on an
arm’s length basis and in accordance with the Policy on Related
Party Transactions formulated and adopted by the Company. The
Company did not enter into material contracts or arrangements or
transactions with related parties in accordance with Section 188 of
the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014. The details of the transactions as per section 188 of
the Companies Act, 2013 and rules framed thereunder is enclosed
as “Annexure - 4” in Form AOC-2, as required under Rule 8(2) of
Companies (Accounts) Rules, 2014.

The Related Party Transactions were placed before the Audit
Committee for prior approval, as required under applicable law.
Only those Members of the Audit Committee who were Independent
Directors approved the same.

Prior omnibus approval of the Audit Committee was also obtained
for the transactions which were repetitive in nature. A statement of all
Related Party Transactions was placed before the Audit Committee
for its review on a quarterly basis, specifying the nature and value of
the transactions.

The Policy on Related Party Transactions is available on the website
of the Company at https://www.irisbusiness.com/wp-content/
uploads/2023/02/Policv-on-Related-Partv-Transactions.pdf

The particulars of contracts or arrangements entered into with the
related party are set out in Note 27 to the Standalone Financial
Statements of the Company forming part of the Annual Report.

The Company in terms of Regulation 23 of the SEBI Listing Regulations
submits within the stipulated time from the date of publication of
its standalone and consolidated financial results for the half year,
disclosures of related party transactions to the stock exchanges, in
the format specified in the relevant accounting standards and SEBI.

21. Particulars of Employees

The information required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is enclosed as “Annexure - 5”.

The information required under Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, including amendment thereto, is provided in the “Annexure -
5” forming part of the Report.

22. Annual Evaluation of Board, Committees
and Individual Directors

The Board of Directors has carried out an annual evaluation of its
own performance, Committees and individual Directors, pursuant to
the provisions of the Act and SEBI Listing Regulations.

The Nomination & Remuneration Committee (“NRC”) has defined
the evaluation criteria for the performance evaluation of individual
Directors, the Board and its Committees.

The performance of the Board was evaluated by the Board after
seeking inputs from all the Directors on the basis of the criteria such

as structure of the Board, meetings and functions of the Board, degree
of fulfilment of key responsibilities, establishment and delineation
of responsibilities to Committees, effectiveness of Board processes,
information and functioning and quality of relationship between the
Board and the Management, etc.

The performance of the Committees was evaluated by the Board
after seeking inputs from the committee members on the basis
of the criteria such as mandate and composition, effectiveness
of the Committees, structure of the Committees and meetings,
independence of the Committees from the Board, contribution to
decisions of the Board, effectiveness of the meetings and quality of
relationship of the Committees with the Board and the Management,
etc.

The Board and the NRC reviewed the performance of the individual
Directors on the basis of the criteria such as knowledge and
competency, fulfilment of functions, ability to function as a team,
initiatives taken, availability and attendance at the meeting, integrity,
independence, contribution at Board/Committee Meetings and
guidance/support to the management outside Board/Committee
Meetings etc. In addition, the performance of the Chairman was
also evaluated on key aspects of his role, including effectiveness
of leadership and ability to steer the meetings, impartiality, ability
to keep Member’s interests in mind and motivating and providing
guidance to the Executive Directors etc.

In a separate meeting of Independent Directors, performance of Non¬
Independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account
the views of Executive Directors and Non-Executive Directors. The
same was discussed in the Board meeting that followed the meeting
of the Independent Directors, at which the performance of the
Board, its Committees and individual Directors was also discussed.
Performance evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being evaluated.

Outcome of evaluation process: Based on inputs received from
the board members, it emerged that the Board has a good mix of
competency, experience, qualifications and diversity. Each Board
member contributed in his/her own manner to the collective
wisdom of the Board, keeping in mind his/her own background and
experience. There was active participation and adequate time was
given for discussing strategy. Overall, the Board was functioning very
well in a cohesive and interactive manner.

The NRC Policy including the criteria of annual evaluation of
board, committees and individual directors are available on the
Company’s website https://www.irisbusiness.com/wp-content/
uploads/2023/12/NRC-Policy.pdf

23. Company’s Policy of Appointment of
Director’s and Key Managerial Personnel

In pursuance of the Company’s policy to consider human resources
as its invaluable assets, to pay equitable remuneration to all Directors,
Key Managerial Personnel (“KMP”) and employees of the Company,
to harmonize the aspirations of human resources consistent with
the goals of the Company and in terms of the provisions of the
Companies Act 2013, this policy on nomination and remuneration
of Directors, Key Managerial Personnel and Senior Management has

been formulated by the Nomination and Remuneration Committee
and approved by the Board of Directors.

The policy is available on the Company’s website at https://www.
irisbusiness.com/wp-content/uploads/2023/12/NRC-Policy.pdf.

24. Energy Conservation, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section
134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is enclosed as “Annexure - 6”
to this report.

25. Statutory Auditor

KKC & Associates LLP, Chartered Accountants (Formerly known as
‘Khimji Kunverji & Co LLP’), (ICAI Firm Registration No. 105146W/
W100621), were appointed as the Statutory Auditor of the Company
at the Twentieth Annual General Meeting (“AGM”) held on August
14, 2020, to hold office for a term of five consecutive years, i.e., from
the conclusion of the Twentieth AGM until the conclusion of the
Twenty-fifth AGM. Accordingly, their first term as Statutory Auditor
is due to conclude at the ensuing Twenty-fifth AGM. The Board of
Directors, based on the recommendation of the Audit Committee, has
proposed the re-appointment of KKC & Associates LLP for a second
term of five consecutive years, to hold office from the conclusion of
the Twenty-fifth AGM until the conclusion of the Thirtieth AGM.

The Statutory Auditors have provided a written consent on willingness
for re-appointment and confirmed that they satisfy the criteria
provided under Section 141 of the Companies Act, 2013, including
the provisions relating to eligibility, independence, and absence of
disqualification. Further, KKC & Associates LLP have affirmed that
they remain independent of the Company in accordance with the
applicable provisions of the Companies Act, 2013, and the Chartered
Accountants Act, 1949.

The Auditor Report on the Standalone and Consolidated Financial
Statements of the Company for the financial year ended March 31,
2025, forms part of the Annual Report. The said Audit Report does not
contain any qualification, reservation, adverse remark, or disclaimer.
There are no instances of fraud reported by the auditor under Section
143(12) of the Companies Act, 2013, read with the relevant rules
prescribed thereunder.

26. Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act,
2013 and the Rules framed thereunder, the Board of Directors had
appointed Priti J. Sheth & Associates, Practicing Company Secretaries,
Mumbai (Membership No. FCS 6833, Certificate of Practice No. 5518),
to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2025.

The Secretarial Audit Report issued by the said Auditor did not
contain any qualification, reservation, or adverse remark for the
reporting year. The report is annexed to the Board’s Report and forms
part of this Annual Report as “Annexure - 7”.

Further, the provisions relating to the conduct of Secretarial Audit
were not applicable to any of the subsidiaries of the Company during
the financial year 2024-25.

Pursuant to the requirements laid down under SEBI Circular No. CIR/
CFD/CMD1/27/2019 dated February 8, 2019, the Annual Secretarial
Compliance Report for the financial year ended March 31, 2025, as
issued by Priti J. Sheth & Associates, was submitted to the Stock
Exchanges within the prescribed timelines. A copy of the said report
is annexed as “Annexure - 7A” to this Board’s Report.

Additionally, the Board of Directors, at its meeting held on May 14,
2025, approved the reappointment of Priti J. Sheth & Associates,
Practicing Company Secretaries, as the Secretarial Auditor of the
Company for a further period of five (5) years, commencing from
the financial year 2025-26 upto financial year 2029-30. The said
reappointment is subject to the approval of the members at the
ensuing 25^th (Twenty-Fifth) Annual General Meeting of the Company.
A resolution seeking such approval forms part of the Notice of the
AGM.

27. Internal Auditor

In terms of Section 138 of the Companies Act, 2013 and Rules made
there under, M.P. Chitale & Co., Chartered Accountants, Mumbai,
were appointed as Internal Auditor of the Company to undertake
the Internal Audit of the Company for Financial Year 2024-25. During
the year, the Company continued to implement its suggestions and
recommendations to improve the control environment. Their scope
of work included, review of processes for safeguarding the assets
of the Company, review of operational efficiency, effectiveness of
systems and processes, and assessing the internal control strengths
in all areas.

Further, the Board of Directors at their meeting held on May 14, 2025
have appointed M.P. Chitale & Co., Chartered Accountants, Mumbai
for conducting Internal Audit of the Company for the financial year

2025-26.

28. Cost Auditor

The Company was not required to appoint any Cost Auditor or
maintain Cost Audit Records pursuant to the requirements provided
in Section 148 of the Act during the financial year 2024-25.

29. Extract of Annual Return

Pursuant to Section 92(3) read with the Companies (Management
and Administration) Rules, 2014 of the Act, the Annual Return of the
Company for the financial year March 31, 2025 in Form MGT-7 is made
available on the website of the Company at https://irisbusiness.com/
wp-content/uploads/2025/08/IRIS Annual Report 2024-25.pdf

30. Particulars of Loans, Guarantees and
Investments

The details of loans, guarantees, and investments as required by the
provisions of Section 186 of the Companies Act, 2013 and the Rules
framed thereunder are set out in the Notes 5 and 10 to the Standalone
Financial Statements of the Company.

31. Directors’ Responsibility Statement

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,

work performed by the internal, statutory and secretarial auditor
including audit of internal financial controls over financial reporting
by the statutory auditor and the reviews undertaken by Management
and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company’s internal financial
controls were adequate and effective during the financial year ended
March 31, 2025.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the
Board of Directors, to the best of their information and knowledge,
confirm that:

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

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

c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

d) the annual accounts have been prepared on a going concern
basis;

e) internal financial controls have been laid down to be followed
by the Company and that such internal financial controls are
adequate and were operating effectively; and

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

32. Human Resources / Industrial Relations,
Including Number of People Employed

Your Company provides regular training to employees to improve
skills. Your Company has put in place a performance appraisal
system that covers all employees. Your Company had 503 permanent
employees as on March 31, 2025 against 458 permanent employees
as on March 31, 2024.

33. Corporate Governance

A separate section on Corporate Governance is enclosed as
“Annexure-8” along with the certificate from the Priti J. Sheth &
Associates, Practicing Company Secretaries confirming compliance
with conditions on Corporate Governance as stipulated under
Schedule V of the SEBI Listing Regulations as on March 31, 2025.

34. Disclosure Under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace, to provide
protection to employees at the workplace and for prevention and
redressal of complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe

working environment, where employees feel secure. The Company
has also constituted an Internal Complaints Committee to consider
and to redress complaints of sexual harassment. During financial year
2024-25, the Company did not receive any complaint under the Policy
for Prevention of Sexual Harassment of the Company. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy. The following is a summary of sexual harassment complaints
received and disposed of during financial year 2024-25:

Sr No.	Particulars	Remarks
1	No. of complaints at the beginning of the year	Nil
2	No. of complaints /received during FY25	Nil
3	No. of complaints disposed off during FY25	NA
4	Number of cases pending for more than 90 days	NA

35. Reporting of Frauds by Auditors

During financial year 2024-25, neither the statutory auditor nor the
secretarial auditor has reported to the Audit Committee, under
Section 143 (12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees.

36. Whistle Blower Policy/Vigil Mechanism

Your Company has Whistle Blower Policy / Vigil Mechanism Policy for
the Company to report to the management instances of unethical
behaviour, actual or suspected, fraud or violation of the Company’s
code of conduct. Functioning of the Whistle Blower Policy is reviewed
by the Audit Committee / Board on periodical basis. During the
financial year ended March 31, 2025, the Company has not received
any complaint under the Whistle Blower Policy of the Company.

The Whistle Blower Policy has been appropriately communicated
within the Company across all levels and is available on the website
of the Company at https://www.irisbusiness.com/wp-content/
uploads/2023/02/Vigil-Mechanism-Policy.pdf

37. Code of Conduct

The Board of Directors has approved a Code of Conduct which is
applicable to the members of the Board of Directors and Senior
Management Personnel. All the Directors and Senior Management
Personnel have affirmed their adherence to the provisions of the
Code of Conduct during the financial year 2024-25. The declaration
to this effect signed by Mr. Balachandran Krishnan, Whole Time
Director & CEO is enclosed to the Corporate Governance report as
Annexure 8B"

38. Management Discussion and Analysis
Report

In terms of provisions of Regulation 34(2)(e) of SEBI Listing
Regulations, a Management Discussion & Analysis Report for the
financial year ended March 31, 2025 has been separately furnished
in the Annual Report.

39. Policies and Disclosure Requirements

In terms of provisions of the Act and provisions of the SEBI Listing
Regulations, the Company has adopted the following Policies.

The policies are available on Company’s website https://www.
irisbusiness.com/investors/policies/

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Corporate Social Responsibility Policy

• Code of Conduct for Director & Senior Management Personnel

• Material Subsidiary Policy

• Policy for Determination of Materiality of Events

• Policy for Preservation of Documents

• Terms and Condition of Independent Director

• Vigil Mechanism and Whistle-Blower Policy

• Code of Conduct to Regulate, Monitor and Report Trading by
designated person and Code of Conduct for Fair Disclosure of
Unpublished Price Sensitive Information

• Policy for Procedure of Inquiry in Case of Leak of Unpublished
Price Sensitive Information (“UPSI”)

• IRIS Business Services Limited Employee Stock Option

Plan 2017

• IRIS Business Services Limited Employee Stock Option

Plan 2023

The Company’s Policy on Directors’ appointment, remuneration and
other matters provided in Section 178(3) of the Companies Act, 2013
forms part of the Nomination and Remuneration Policy.

40. Compliance with the Maternity Benefit
Act, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a safe,
inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits
as prescribed under the Maternity Benefit Act, 1961, including paid
maternity leave, nursing breaks, and protection from dismissal
during maternity leave. The Company also ensures that no
discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies
are in place to uphold the spirit and letter of the legislation.

41. General

The Board of Directors confirm that no disclosure or reporting
is required in respect of the following matters as there were no
transactions on these matters during the financial year 2024-25:

1. Issue of equity shares with differential rights as to dividend,
voting or otherwise;

2. Issue of sweat equity shares.

3. Revision made to the financial statements for any of the three
financial years preceding financial year 2024-25.

4. non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014;

5. application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the financial year;

6. difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons
thereof.

42 Acknowledgements

Your Board takes this opportunity to thank all its employees for their
dedicated service and firm commitment to the goals of the Company.
Your Board also wishes to place on record its sincere appreciation for
the wholehearted support received from members, clients, bankers
and all other business associates. The Company looks forward to
continued support of all these partners in progress.

For and on behalf of the Board of Directors
of IRIS Business Services Limited

Balachandran Krishnan Deepta Rangarajan

Date: August 13, 2025 Whole Time Director & CEO Whole Time Director

Place: Navi Mumbai (DIN: 00080055) (DIN: 00404072)

---

Mar 31, 2024

Your Board of Directors (‘Board’) is pleased to present the Twenty-fourth (24^th) Annual Report of your Company, for the financial year ended March 31, 2024.

1. SUMMARY OF OPERATIONS / RESULTS

(Amount in thousands - H)

Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Turnover	9,68,460	6,75,433	10,22,966	7,35,712
Other Income	6,286	12,110	6,593	13,322
Total Expenditure	8,78,832	6,41,948	9,27,440	6,97,016
Operating Profit (Loss)	95,914	45,595	1,02,119	52,018
Exceptional Items	-	-	-	-
Net Profit (Loss) before tax	95,914	45,595	1,02,119	52,018
Tax Expense
Current Tax	24,500	8,822	25,619	9,004
Deferred Tax	(11,500)	-	(11,413)	166
Tax expense/(income) for earlier years		-	30	(3)
Profit (Loss) for the year	82,914	36,773	87,883	42,851

2. PERFORMANCE OF THE COMPANY

A smart pick up in revenues from the regulatory business (the ‘Collect’ segment), helped the Company post a 39% increase in operating revenues for the year under review. While the growth in the enterprises business (The ‘Create’ segment) in the year under review was more sedate, the Company was able to add a number of customers and further strengthen the offerings. The year under review also witnessed a marked improvement in profitability especially at the profit before tax level as the topline continued to improve.

Highlights of financial results (Amount in thousands - H)

	Standalone			Consolidated
Particulars	FY 2024	FY 2023	% Increase/ (Decrease)	FY 2024	FY 2023	% Increase/ (Decrease)
Revenues	9,74,746	6,87,543	42%	10,29,559	7,49,034	37%
Revenues from operation	9,68,460	6,75,433	43%	10,22,966	7,35,712	39%
Revenues from export	6,83,545	3,98,055	72%	7,32,812	4,58,110	60%
Revenues from “Collect” segment	4,40,320	2,48,099	77%	4,58,356	2,68,833	70%
Revenues from “Create” segment	4,87,071	3,92,492	24%	5,23,534	4,32,037	21%
Revenues from “Consume” segment	41,070	34,842	18%	41,076	34,842	18%
Other income	6,286	12,110	-48%	6,593	13,322	-51%
Employee Costs	4,89,984	3,89,857	26%	5,12,959	4,07,966	26%
Finance Costs	11,036	9,785	13%	11,492	10,196	13%
Travel related expenses	35,795	21,303	68%	38,212	25,173	52%
Other Expenses	2,97,738	1,74,208	71%	3,19,558	2,06,602	55%
Depreciation and Amortization	44,279	46,792	-5%	45,219	47,080	-4%
Exceptional Items	-	-	-	-	-	-

3. STATE OF COMPANY AFFAIRS

Your Company is recognized as a key player in the global regulatory reporting solutions market, especially with respect to solutions built on the eXtensible Business Reporting Language (‘XBRL'') standard. We also occupy a distinct position in the market with product offerings across the information supply chain encompassing enterprises and regulators. The year under review saw a pick-up in both revenues and demand conditions from the regulator segment as a key project implementation got underway even as the Request for proposal (‘RFP’) pipeline improved. The enterprise segment of the business is well positioned to benefit from the tailwinds as companies move to a SaaS based digital reporting solution. Your Company''s flagship product, IRIS CARBON® is also now offering a disclosure management product which will boost productivity and accuracy in building collaborative reports, particularly for the CFO’s office. We are entering the Environmental, Social, and Governance (‘ESG’) reporting space as well, building on the strengths of the Company''s customer base and adjacent software offerings and are confident of offering significant value to customers. In the tax technology space, the Company is looking at a foray outside the Indian market, with an entry into Malaysia. Our software to facilitate bank automated compliance data reporting, IRIS iDeal has expanded its footprint in the African markets as well. We continue to evangelize the XBRL reporting standard across the world with special focus on combining the financial and nonfinancial reporting requirements.

4. TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for the financial year ended 2023-24 in the distributable retained earnings.

5. DIVIDEND AND TRANSFER TO IEPF

With a view to conserve resources, the Board has not recommended any dividend during the financial year ended 2023-24 and does not intend to recommend dividend for the financial year 2023-24.

The Company was not required to transfer any unpaid / unclaimed amount of dividend or any shares to Investor Education and Protection Fund during the financial year ended March 31, 2024.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the financial year ended March 31, 2024.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting your Company''s financial position since the end of the Financial Year of the Company and date of this Report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant or material order was passed during the period under review, by the Regulators or Courts or Tribunals bearing an impact on the going concern status and Company''s operations in future.

9. RISK AND CONCERN

Your Company primarily operates in two distinct customer segments, one that comprises regulators and other being enterprises. Though both have separate characteristics, the common denominator continues to be that of intense competition. However, the Company''s ability to offer integrated solutions is a unique feature that helps us to stand out.

The Collect segment has risks pertaining to execution where there could be substantial time creep or change in requirements that impact profitability. We also see regulators preferring large, omnibus RFPs where we can only bid for specific components and need to work with partners. We are also cognisant of enhancing our product suite to include additional analytical components in line with the market needs.

In the Create segment, deep pocketed competitors invest heavily in on the ground sales and marketing as well as in product features. However, we continue to hold on our own with frugal engineering practices and innovative solutions. We also see consolidation among players in certain markets that could affect the competitive dynamics. Developments in the area of artificial intelligence (‘AI'') is another aspect that could potentially impact product offerings in the segments that we operate. We are cognisant of this and are incorporating additional AI driven features in our solutions.

10. RISK MANAGEMENT

Your Company is aware of the risks associated with the business. The Company follows a method for identifying, minimizing and mitigating risks which will be periodically reviewed. The Company has a risk management policy in place for the purpose of identification of all the major elements of risk, which in the opinion of the Board may threaten the existence of the Company.

Some of the risks identified which will have the attention of the management are:

- Securing critical resources including capital and human resources;

- Data Security;

- Ensuring cost competitiveness;

- Building product differentiation and the appropriate value proposition;

- Maintaining and enhancing customer service standards;

- Identifying and introducing innovative marketing and branding activities, especially in the digital media.

11. DEPOSITS

During the financial year ended 2023-24, your Company has not accepted any deposits from the public falling within the purview of provisions of Section 73 of the Companies Act, 2013 (‘the Act''), read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits and deposits which are not in compliance with Chapter V of the Act as required

under Rule 8 (5)(v) of the Companies (Accounts) Rules, 2014 is not applicable.

As on March 31, 2024, there were no deposits which were unclaimed and due for repayment.

12. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

Your Company had the following subsidiaries as on March 31, 2024:

1. IRIS Business Services (Asia) Pte. Ltd., Singapore

2. IRIS Business Services, LLC, United States of America

3. Atanou S.r.l., Italy

4. IRIS Logix Solutions Private Limited, India

None of the above companies ceased to be a subsidiary during the financial year ended 2023-24. The Company does not have any Joint Venture or Associate Company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s Subsidiaries in Form AOC-1 is enclosed as “Annexure - 1” to this report. The consolidated financial statement of the Company forms part of this annual report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate financial statements in respect of subsidiaries, are available on the website of the Company at https://www.irisbusiness.com/investors/financials/. Any Member, who is interested in obtaining a copy of the financial statements of subsidiary companies, may write to the Company Secretary at [email protected].

As on the financial year ended March 31, 2024, none of the subsidiaries of the Company was identified as “material subsidiary” within the meaning of Regulation 16(1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI Listing Regulations’).

13. SHARE CAPITAL

Pursuant to the members approval at the Extra-ordinary General Meeting held on February 16, 2024, the authorized share capital of the Company increased from H25,00,00,000/- (Rupees Twenty-five crores only) divided into 2,50,00,000 (Two crores fifty lakh) Equity Shares of H10/- (Rupees Ten only) each to H32,00,00,000/- (Rupees Thirty-two crores only) divided into 3,20,00,000 (Three crores twenty lakh) Equity Shares of H10/- (Rupees Ten only) each.

However, there was no change in the paid-up share capital of the Company.

i. Issue of Equity Shares with Differential Rights: The Company has not issued any Equity Shares with differential rights during the financial year ended March 31, 2024.

ii. Issue of Sweat Equity Shares: The Company did not issue any Sweat Equity Shares during the financial year ended March 31, 2024.

14.EMPLOYEE STOCK OPTIONS SCHEME

The members of the Company approved IRIS Employee Stock Options Scheme, 2017 (‘Scheme’) at the Extra Ordinary General Meeting held on September 13, 2017. The Nomination and Remuneration Committee of the Board, inter-alia, administers and monitors the Employees Stock Option Scheme of the Company in accordance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (‘SEBI SBEB Regulations’) as amended from time to time. Pursuant to members approval, the Nomination and Remuneration Committee of the Board granted Options to the eligible employee(s) under the Scheme. Further, the members of the Company granted their approval through Postal Ballot for ratification of the Scheme and for extension of benefits of the Scheme for the eligible employees of subsidiary Company(ies) of the Company.

The details of Scheme as required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and those under Regulation 14 read with Part F of Schedule - I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2014 (‘SEBI SBEB & SE Regulations’), as amended, to the extent applicable are provided in “Annexure - 2” attached hereto. The said disclosure is also available on the Company’s website at https://www.irisbusiness.com/wp-content/uploads/2024/07/ IRIS_Disclosure_under_SEBI_Share_Based_Employee_Benefits_ Regulations_2021_for_2023-24.pdf.

The Scheme is in compliance with the SEBI SBEB & SE Regulations. Further, there were no material change in the Scheme during the year. A certificate from M/s. Priti J. Sheth & Associates, Company Secretaries, Secretarial Auditors of the Company certifying that the ESOP Plan 2017 has been implemented in accordance with SEBI SBEB Regulations pursuant to the resolution(s) passed by the Shareholders, will be available for inspection at the venue of the ensuing Annual General Meeting. A copy of the same is also available on the Company’s web-site at https://www.irisbusiness. com/wp-content/uploads/2024/07/IRIS_Compliance_Certificate_ on_ESOP_2017-2023-24.pdf.

During the year ended March 31, 2024, the Company implemented a new employee stock option scheme, namely the ‘IRIS Business Services Limited Employee Stock Option Scheme 2023’ (hereinafter referred to as ‘ESOP Scheme 2023’). The Nomination and Remuneration Committee (‘NRC / also referred to as the ‘Compensation Committee’) formulated the detailed terms and conditions of the Plan, which was duly approved by the Board of Directors at its meeting held on December 01, 2023, and subsequently by the Members of the Company by way of passing a Special resolution at their Extra-ordinary General Meeting held on February 16, 2024. The Company is in process of making an application to the Stock Exchanges where the Equity Shares of the

Company are listed for obtaining their in-principle approval for ESOP Scheme 2023.

Under ESOP Scheme 2023, the Company shall grant up to 9,75,000 (Nine Lakh Seventy-five Thousand) Employee Stock Options (‘Options’), in one or more tranches, to such eligible employees of the Company as well as the employees of its group Company(ies), Associate Company(ies), Subsidiary Company(ies), whether in India or outside India or of a Holding Company as may be determined by the NRC in terms of the ESOP Scheme 2023, that would entitle the grantees (in aggregate) to subscribe to up to 9,75,000 (Nine Lakh Seventy-five Thousand) fully paid-up Equity Shares of H10/-(Rupees Ten only) each.

15. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has internal financial control and risk mitigation system, which is constantly assessed and strengthened. The Company also conducts internal audits from time to time. The Audit Committee actively reviews the internal audit report, adequacy and effectiveness of the internal financial control and suggests improvements for the same.

16. DECLARATIONS GIVEN BY DIRECTORS

Your Company has received necessary declarations and disclosures from its Independent Directors under Section 149(7)

and Section 184(1) of the Act stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations and have disclosed their interest in the form MBP-1. All the Directors have certified that they are not disqualified under section 164 of the Act. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

The Board of the Company has taken the disclosures on record after verifying the due veracity of the same.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. All the Independent Directors of the Company are also registered with the databank of Independent Directors as required under the provisions of the Companies Act, 2013.

The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel during the financial year ended 2023-24.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

The composition of Board of Directors of the Company as on March 31, 2024 is as follows:

Sr.	Name of Director	DIN	Category
1.	Mr. Swaminathan Subramaniam	01185930	Promoter, Whole Time Director & Chief Executive Officer (‘CEO’)
2.	Mr. Balachandran Krishnan	00080055	Promoter, Whole Time Director & Chief Financial Officer (‘CFO’)
3.	Ms. Deepta Rangarajan	00404072	Promoter, Whole Time Director
4.	Mr. Puthenpurackal Kuncheria Xavier Thomas	09760233	Whole Time Director & Chief Technology Officer (‘CTO’)
5.	Mr. Vinod Balmukand Agarwala	01725158	Chairman & Independent Director
6.	Mr. Ashok Venkatramani	02839145	Independent Director
7.	Mr. Bhaswar Mukherjee	01654539	Independent Director
8.	Mr. Haseeb A. Drabu	00489888	Independent Director

Re-appointment of the Whole-time Directors

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 26, 2023 and the members of the Company at the Annual General Meeting of the Company held on August 14, 2023, approved the re-appointment of Mr. Swaminathan Subramaniam, (DIN: 01185930), Ms. Deepta Rangarajan, (DIN: 00404072) and Mr. Balachandran Krishnan, (DIN: 00080055) as the Wholetime Directors of the Company for a period of Three (03) years commencing from May 01, 2024.

Retirement on Rotation

In accordance with the provisions of Section 152(6) of the Act and the Company’s Articles of Association, Mr. Puthenpurackal

Kuncheria Xavier Thomas, (DIN: 09760233), Whole Time Director of the Company, being the longest in the office, retires by rotation at the forthcoming 24^th Annual General Meeting, and being eligible, has offered himself for re-appointment.

Key Managerial Personnel

As on date, Mr. Swaminathan Subramaniam, CEO, Mr. Balachandran Krishnan, CFO and Mr. Santoshkumar Sharma, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

Apart from the above, there was no other change in the composition of the Key Managerial Personnel during the financial year ended 2023-24.

18. BOARD AND COMMITTEE MEETING(S)

A total of 19 Board/Committee meetings were held during the financial year ended 2023-24 comprising of 7 Board meetings, 5 meetings of the Audit Committee, 3 meetings of the Nomination and Remuneration Committee, 1 meetings of the Stakeholders Relationship Committee, 2 meetings of the Risk Management Committee, 1 Independent Directors'' meeting. Due to nonapplicability of Corporate Social Responsibility (‘CSR’) under Section 135(1) of the Companies Act, 2013 for the financial year ended March 31, 2024, there was no requirement of a meeting of the CSR Committee during the financial year ended 2023-24.

The details of the Board Meetings and Committee Meetings with regard to the dates and attendance of each of the Directors/ Members thereat have been provided in the Corporate Governance Report.

Committees of Board:

The Company has Seven (7) Board-level Committee(s), which have been established in compliance with the provisions of the Act and/ or SEBI Listing Regulations:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Corporate Social Responsibility Committee;

- Risk Management Committee;

- Rights Issue Committee; and

- Business Responsibility and Sustainability Committee

Details of Committees along with their terms of reference, composition and attendance of Members at the meeting of the Committees are provided in the Corporate Governance Report.

I. Audit Committee:

The Audit Committee was constituted by the Board, in accordance with the provisions of Section 177 of the Act read with Regulation 18 of SEBI Listing Regulations. During the financial year ended 2023-24, the Board accepted all the recommendations of the Audit Committee.

II. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations, the Board constituted the Nomination and Remuneration Committee, which inter-alia recommends to the Board the criteria for appointment of Director(s) along with the compensation, terms of executive directors and senior managerial personnel.

The Board has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and all other Employees of the Company. The said policy is hosted on the website of the Company. The web link of the same is as follows: https://www.irisbusiness.com/wp-content/uploads/2023/12/

NRC-Policy.pdf.

III. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee has been duly constituted in accordance with the provisions Section 178 of the Act, read with Regulation 20 of SEBI Listing Regulations. The primary objective Stakeholders Relationship Committee of the Company is to consider and resolve the grievances of security holders/ members of the Company.

During the financial year ended 2023-24, there were no complaints/grievances received from the stakeholders.

IV. Corporate Social Responsibility (‘CSR’) Committee:

The CSR Committee is duly constituted as per the provisions of Section 135 of the Act. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, the Corporate Social Responsibility Policy (‘CSR Policy’) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The key philosophy of the Company’s CSR initiative is to promote development through social and economic transformation. The CSR Policy of the Company can be accessed on the Company’s website at the link provided herein below: https://www.irisbusiness.com/wp-content/ uploads/2023/12/CSR-Policy-2.pdf.

V. Risk Management Committee:

The Board of your Company voluntarily constituted the Risk Management Committee (‘RMC’) of the Board for the purpose of internal administration.

VI. Rights Issue Committee:

The Board of Directors at their meeting held on January 29, 2022, approved the raising of funds by way of offer and issue of Equity Shares of the Company on a right basis (‘Rights Issue’) up to H32.00 Crore and accordingly constituted a Rights Issue Committee. There was no meeting of Rights Issue Committee during the financial year ended 2023-24.

VII. Business Responsibility and Sustainability Committee:

The Board of Directors at their meeting held on February 13, 2023 constituted the Business Responsibility and Sustainability Committee on voluntarily basis. Though not mandated under SEBI Listing Regulations, the said committee was constituted voluntarily with an aim to help the business in demonstrating the structure, policies and processes as set in the principles and core elements of the National Guidelines on Responsible Business Conduct (‘NGRBC’).

19. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards (‘SS’)

i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings respectively during the financial year ended 2023-24.

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of the business, on an arm’s length basis and in accordance with the Policy on Related Party Transactions formulated and adopted by the Company. The Company did not enter into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of the transactions as per section 188 of the Companies Act, 2013 and rules framed thereunder is enclosed as “Annexure - 3” in Form AOC-2, as required under Rule 8(2) of Companies (Accounts) Rules, 2014.

The Related Party Transactions were placed before the Audit Committee for prior approval, as required under applicable law. Only those members of the Audit Committee who were Independent Directors approved the same.

Prior omnibus approval of the Audit Committee was also obtained for the transactions which were repetitive in nature. A statement of all Related Party Transactions was placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

The Board of Directors on the recommendations of the Audit Committee, approved the revised “Policy on Related Party Transactions” on March 26, 2022 to align with the amendments notified by the SEBI. The Policy on Related Party Transactions is available on the website of the Company at https://www. irisbusiness.com/wp-content/uploads/2024/05/Policy-on-Related-Party-Transactions.pdf.

The particulars of contracts or arrangements entered into with the related party are set out in Note 27 to the Standalone Financial Statements of the Company forming part of the Annual Report.

The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions to the stock exchanges, in the format specified in the relevant accounting standards and SEBI.

21. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as “Annexure - 4”

The information required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, including amendment thereto, is provided in the “Annexure - 4” forming part of the Report.

22. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Committees and individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.

The Nomination & Remuneration Committee (‘NRC’) has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as structure of the Board, meetings and functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and the Management, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as mandate and composition, effectiveness of the Committees, structure of the Committees and meetings, independence of the Committees from the Board, contribution to decisions of the Board, effectiveness of the meetings and quality of relationship of the Committees with the Board and the Management, etc.

The Board and the NRC reviewed the performance of the individual Directors on the basis of the criteria such as knowledge and competency, fulfilment of functions, ability to function as a team, initiatives taken, availability and attendance at the meeting, integrity, independence, contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings etc. In addition, the performance of the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders’ interests in mind and motivating and providing guidance to the Executive Directors etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Outcome of evaluation process: Based on inputs received from the board members, it emerged that the Board has a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective

wisdom of the Board, keeping in mind his/her own background and experience. There was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.

The NRC Policy including the criteria of annual evaluation of board, committees and individual directors are available on the Company''s website https://www.irisbusiness.com/wp-content/ uploads/2023/12/NRC-Policy.pdf.

23. COMPANY’S POLICY OF APPOINTMENT OF DIRECTOR’S AND KEY MANAGERIAL PERSONNEL

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (‘KMP’) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act 2013, this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors.

The policy is available on the Company’s website at https://www. irisbusiness.com/wp-content/uploads/2023/12/NRC-Policy.pdf.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as “Annexure - 5” to this report.

25. STATUTORY AUDITORS

M/s. KKC & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 105146W/W100621) were appointed as the Statutory Auditors of the Company by the members of the Company at the Twentieth Annual General Meeting (‘AGM’) of the Company held on August 14, 2020 to hold office upto the conclusion of the Twenty-fifth AGM. They have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.

The Auditors’ Report on the Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 2023-24, “with an unmodified opinion”, as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Auditors'' Report on financial statements of the Company for the year ended March 31, 2024 does not contain any qualifications, reservations or adverse remarks.

26. SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Priti J. Sheth & Associates, Company Secretary,

Mumbai, (Membership No. FCS 6833, C.P. No. 5518) was appointed as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for Financial Year 2023-24. The report does not contain any qualification, reservation or adverse remark for the reporting year. The report issued by the Secretarial Auditor is enclosed as “Annexure - 6”.

The requirement of conducting Secretarial Audit was not applicable to any of the subsidiaries of the Company during the financial year ended 2023-24.

In pursuance to the SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019 issued by the Securities and Exchange Board of India with respect to the Annual Secretarial Compliance Report is enclosed as “Annexure - 6A”

Further, the Board of Directors at their meeting held on May 18, 2024 have appointed M/s. Priti J. Sheth & Associates, Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2024-25.

27. INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. M.P. Chitale & Co., Chartered Accountants, Mumbai, were appointed as Internal Auditors of the Company to undertake the Internal Audit of the Company for Financial Year 2023-24. During the year, the Company continued to implement its suggestions and recommendations to improve the control environment. Their scope of work included, review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

Further, the Board of Directors at their meeting held on May 18, 2024 have appointed M/s. M.P. Chitale & Co., Chartered Accountants, Mumbai for conducting Internal Audit of the Company for the financial year 2024-25.

28. COST AUDITOR

The Company was not required to appoint any Cost Auditor or maintain Cost Audit Records pursuant to the requirements provided in Section 148 of the Act during the financial year ended 2023-24.

29. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with the Companies (Management and Administration) Rules, 2014 of the Act, the Annual Return of the Company for the financial year March 31, 2024 in Form MGT-7 is made available on the website of the Company at https://www. irisbusiness.com/wp-content/uploads/2024/07/IRIS_Annual_ Returns-2023-24.pdf.

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company did not granted any loans, guarantees nor made any investments under the provisions of Section 186 of the Companies Act, 2013 during the financial year ended 2023-24.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews undertaken by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year ended March 31, 2024.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their information and knowledge, confirm that:

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

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

32. HUMAN RESOURCES / INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED

Your Company provides regular training to employees to improve skills. Your Company has put in place a performance appraisal system that covers all employees. Your Company had 458 permanent employees as on March 31, 2024 against 396 permanent employees as on March 31, 2023.

33. CORPORATE GOVERNANCE

A separate section on Corporate Governance is enclosed as ‘Annexure-7'' along with the certificate from the M/s. Priti J. Sheth & Associates, Company Secretaries confirming compliance with conditions on Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations as on March 31, 2024.

34. COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During the financial year ended 2023-24, the Company did not receive any complaint under the Policy for Prevention of Sexual Harassment of the Company. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the financial year ended 2023-24:

Sr No.	Particulars	Remarks
1	No of complaints at the beginning of the year	Nil
2	No. of complaints filed during the financial year ended 2023-24	Nil
3	No. of complaints disposed off during the financial year ended 2023-24	NA
4	No. of complaints pending as on March 31, 2024	Nil

35. REPORTING OF FRAUDS BY AUDITORS

During the financial year ended 2023-24, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

36. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has Whistle Blower Policy /Vigil Mechanism Policy for the Company to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct. Functioning of the Whistle Blower Policy is reviewed by the Audit Committee / Board on periodical basis. During the financial year ended March 31, 2024, the Company has not received any complaint under the Whistle Blower Policy of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https://www.irisbusiness.com/wp-content/ uploads/2023/02/Vigil-Mechanism-Policy.pdf.

37. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board of Directors and Senior

Management Personnel. All the Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2023-24. The declaration to this effect signed by Mr. Swaminathan Subramaniam, Whole Time Director & CEO is enclosed to the Corporate Governance report as “Annexure - 7B”

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2)(e) of SEBI Listing Regulations, a Management Discussion & Analysis Report for the financial year ended March 31, 2024 has been separately furnished in the Annual Report.

39. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Act and provisions of the SEBI Listing Regulations, the Company has adopted the following Policies. The policies are available on Company''s website https://www. irisbusiness.com/investors/policies/.

¦ Policy on Related Party Transactions;

¦ Nomination and Remuneration Policy;

¦ Corporate Social Responsibility Policy;

¦ Code of Conduct for Director & Senior Management Personnel;

¦ Material Subsidiary Policy;

¦ Policy for Determination of Materiality of Events;

¦ Policy for Preservation of Documents;

¦ Terms and Condition of Independent Director;

¦ Vigil Mechanism and Whistle-Blower Policy;

¦ Code of Conduct to Regulate, Monitor and Report Trading by insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information;

¦ Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (‘UPSI’);

¦ IRIS Business Services Limited Employee Stock Option Plan 2023;

¦ IRIS Business Services Limited Employee Stock Option Plan 2017.

The Company’s Policy on Directors'' appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 forms part of the Nomination and Remuneration Policy.

40. LAUNCH OF ‘SWAYAM’

The Company''s RTA i.e Link Intime India Private Limited, has launched ‘Swayam’ new Investor Self-Service Portal, designed

exclusively for the Investors serviced by Link Intime India Private Ltd.

‘SWAYAM’ is a secure, user-friendly web-based application, developed by “Link Intime India Pvt Ltd.”, our Registrar and Share Transfer Agents, that empowers shareholders to effortlessly access various services. We request you to get registered and have firsthand experience of the portal.

This application can be accessed at https://swayam.linkintime. co.in .

a. Effective Resolution of Service Request -Generate and Track Service Requests/Complaints through SWAYAM.

b. Features - A user-friendly GUI.

c. Track Corporate Actions like Dividend/Interest/Bonus/split.

d. PAN-based investments - Provides access to PAN linked accounts, Company wise holdings and security valuations.

e. Effortlessly Raise request for Unpaid Amounts.

f. Self-service portal - for securities held in demat mode and physical securities, whose folios are KYC compliant.

g. Statements - View entire holdings and status of corporate benefits.

h. Two-factor authentication (2FA) at Login - Enhances security for investors.

41. GENERAL

The Board of Directors confirm that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2023-24:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2. Issue of sweat Equity Shares;

3. Revision made to the financial statements for any of the three financial years preceding the financial year ended 2023-24;

4. non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

5. application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year;

6. difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

42. ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its

sincere appreciation for the wholehearted support received from members, clients, bankers and all other business associates. The Company looks forward to continued support of all these partners in progress.

For and on behalf of the Board of Directors IRIS Business Services Limited

Swaminathan Subramaniam Deepta Rangarajan Balachandran Krishnan

Whole Time Director & CEO Whole Time Director Whole Time Director & CFO

(DIN: 01185930) (DIN: 00404072) (DIN: 00080055)

Date: May 18, 2024 Place: Navi Mumbai

---

Mar 31, 2018

To

The Members,

The Board of Directors (‘Board’) is pleased to present the eighteenth annual report of your company, IRIS Business Services Limited, for the financial year ended 31^st March, 2018. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during 1^st April 2017 to 31^st March 2018 in respect of IRIS Business Services Limited (‘IRIS’).

1. SUMMARY OF OPERATIONS/RESULTS (Amount in Rs.)

Particulars	Standalone		Consolidated
	F.Y. 2018	F.Y. 2017	F.Y. 2018	F.Y. 2017
Turnover	34,90,76,697	27,17,11,979	34,95,14,144	27,31,66,195
Other Income	42,26,316	14,75,987	63,84,371	25,42,173
Total Expenditure	40,59,65,686	38,45,04,542	41,17,90,553	39,25,49,362
Operating Profit (Loss)	(5,26,62,672)	(11,13,16,576)	(5,58,92,038)	(11,68,40,994)
Exceptional Items	5,40,765	43,76,928	-	43,76,928
Net Profit (Loss) before tax	(5,32,03,437)	(11,56,93,504)	(5,58,92,038)	(12,12,17,922)
Tax Expense:	-	-	-	-
Current Tax	-	-	-	4,28,067
Deferred Tax	(42,73,918)	(1,56,42,720)	(42,73,918)	(1,56,42,720)
Tax expense/(income) for earlier years	-	-	-	-
Profit (Loss) for the year	(4,89,29,519)	(10,00,50,784)	(5,16,18,120)	(10,60,03,269)

2. PERFORMANCE OF THE COMPANY

In the reporting year, the company recorded an improved sales performance compared to the previous year while containing the loss at the operating level. The company’s performance improved significantly in the second half of the reporting year with a healthy sales growth of 50.31% (compared to the corresponding period in the previous year) and profits at the EBITDA and after tax levels.

In the reporting year, the company acquired key regulator customers in new geographies while building a base for increasing sales in such high potential markets.

Highlights of our standalone financial results Revenues:

Our total revenues in the fiscal year ended March 31, 2018 were RS.35.33 cr, an increase of 29% over our total revenues of RS.27.32 cr in the fiscal year ended March 31, 2017.

Our revenues from operation in the fiscal year ended March 31, 2018 were RS.34.91 cr, an increase of 28% over our total revenues of RS.27.17 cr in the fiscal year ended March 31, 2017.

Our export revenues strengthened by 11% from RS.21.15 cr in fiscal year ended 2017 to RS.23.47 cr in fiscal year ended 2018. Also domestic revenues strengthened by 90% from RS.6.02 cr in fiscal year ended 2017 to RS.11.44 cr in fiscal year ended 2018.

Our revenues from “Collect” segment grew by 23% from RS.17.80 cr in the fiscal year ended 31^st March 2017 to RS.21.91 cr in fiscal year ended 31^st March 2018.

Revenues from “Create” segment grew by 65% from RS.6.54 cr in the fiscal year ended 31^st March 2017 to RS.10.76 cr in the fiscal year ended 31^st March 2018 primarily due to launch of our GST compliance platform.

Revenues from “Consume” segment dropped by 21% from RS.2.83 cr in the fiscal year ended 31^st March 2017 to RS.2.23 cr in the fiscal year ended 31^st March 2018.

Other Income:

Our other income primarily comprises of interest on bank deposits and foreign exchange gain/loss. Our other income in the fiscal year ended 31^st March 2018 were RS.0.42 cr as compared to RS.0.15 cr in the fiscal year ended 31^st March 2017. The increase is primarily due to increase in interest on fixed deposits from the unutilized money raised through IPO and parked in bank deposits.

Employee Costs:

Employee costs in the fiscal year ended March 31, 2018 stood at RS.18.89 cr, an increase of 22% over our employee costs of RS.15.49 cr in the fiscal year ended March 31, 2017. Employee costs relate to salaries and bonus paid to employees.

Finance Costs:

Finance costs in the fiscal year ended March 31, 2018 were RS.1.99 cr, a decrease of 4% over our finance costs of RS.2.08 cr in the fiscal year ended March 31, 2017. Finance costs relate to interest paid by the company on the credit facilities availed from the Banks/Financial institutions.

Travel related expenses:

Our travel related expenses stood at similar levels at RS.2.40 cr for the fiscal year ended March 31, 2018 and 2017.

Other Expenses:

Our other expenses decreased by 6% from RS.16.27 cr for the fiscal year ended March 31, 2017 to RS.15.23 cr for the fiscal year ended March 31, 2018.

Depreciation and Amortization:

Our Depreciation and amortization charge was RS.4.49 cr and RS.4.61 cr for the year ended March 31, 2018 and March 31, 2017 respectively representing 13% and 17% of revenues from operations for the year ended March 31, 2018 and March 31, 2017 respectively.

Exceptional Items:

Exceptional items for the fiscal year ended March 31, 2018 consists of diminution in the value of our investment made in our Italian subsidiary “Atanou S.r.l”

Highlights of our consolidated financial results Revenues:

Our total revenues in the fiscal year ended March 31, 2018 were RS.35.59 cr, an increase of 29% over our total revenues of RS.27.57 cr in the fiscal year ended March 31, 2017.

Our revenues from operation in the fiscal year ended March 31, 2018 were RS.34.95 cr, an increase of 28% over our total revenues of RS.27.32 cr in the fiscal year ended March 31, 2017.

Our export revenues strengthened by 10 per cent from RS.21.30 cr in fiscal year ended 2017 to RS.23.51 cr in fiscal year ended 2018. Also domestic revenues strengthened by 90 per cent from RS.6.02 cr in fiscal year ended 2017 to RS.11.44 cr in fiscal year ended 2018.

Our revenues from “Collect” segment grew by 23% from RS.17.87 cr in the fiscal year ended 31^st March 2017 to RS.21.91 cr in fiscal year ended 31^st March 2018.

Revenues from “Create” segment grew by 63% from RS.6.61 cr in the fiscal year ended 31^st March 2017 to RS.10.81 cr in the fiscal year ended 31^st March 2018 primarily due to launch of our GST compliance platform.

Revenues from “Consume” segment dropped by 21% from RS.2.83 cr in the fiscal year ended 31^st March 2017 to RS.2.23 cr in the fiscal year ended 31^st March 2018.

Other Income:

Our other income primarily comprises of interest on bank deposits and foreign exchange gain/loss. Our other income in the fiscal year ended 31^st March 2018 were RS.0.64 cr as compared to RS.0.25 cr in the fiscal year ended 31^st March 2017. The increase is primarily due to increase in interest on fixed deposits from the unutilized money raised through IPO and parked in bank deposits.

Employee Costs:

Employee costs in the fiscal year ended March 31, 2018 stood at RS.20.42 cr, an increase of 15% over our employee costs of RS.17.76 cr in the fiscal year ended March 31, 2017. Employee costs relate to salaries and bonus paid to employees.

Finance Costs:

Finance costs in the fiscal year ended March 31, 2018 were RS.2.00 cr, a decrease of 4% over our finance costs of RS.2.08 cr in the fiscal year ended March 31, 2017. Finance costs relate to interest paid by the company on the credit facilities availed from the Banks/Financial institutions.

Travel related expenses:

Our travel related expenses stood at almost similar levels at RS.2.90 cr for the fiscal year ended March 31, 2018 and at Rs. 2.87 cr for March 31, 2017.

Other Expenses:

Our other expenses decreased by 3% from RS.14.78 cr for the fiscal year ended March 31, 2017 to RS.14.27 cr for the fiscal year ended March 31, 2018.

Depreciation and Amortization:

Our depreciation and amortization charge for the year was RS.4.49 cr and RS.4.63 cr for the year ended March 31, 2018 and March 31, 2017 respectively representing 13% and 17% of revenues from operations for the year ended March 31, 2018 an March 31, 2017 respectively.

3. STATE OF COMPANY AFFAIRS

The reporting year was significant for your company in many respects. Firstly, your company debuted in the capital markets through an Initial Public Offering (IPO). The funds raised have helped your company to strengthen its financial position and compete effectively in the global markets. Secondly, your company has widened its presence in the global markets with key wins in Malaysia, South Africa and Nepal. Finally, in the Indian markets, your company launched IRISGST, a cloud based GST compliance platform that has found good traction in the market.

Your company continues to execute its strategy to focus on the Regtech market and offer a suite of IP driven software products and solutions built around structured data. Your company continues to enjoy a leading position globally in reporting solutions built on the XBRL information standard.

The market for your company’s structured data based offerings has continued to witness strong interest across segments such as regulators and enterprises. Countries across the world have adopted XBRL as the reporting standard for external reporting. Regulators across capital markets, banking, business registries and taxation are at the forefront of XBRL adoption. Adoption paves the way for your company to enter these countries through a two step process of solutions for regulators (the ‘Collect’ segment) followed by software to a range of filing entities (the “Create” segment). Your company’s regulatory filing platform, iFile already has more than twenty regulator clients across fifteen countries. More countries and regulators are expected to be added to the list. Multiple types of regulators and geographies have given your company an unparalleled depth of knowledge in the XBRL domain, which is leveraged in driving the software product strategy as well.

In the “Create” segment, your company’s collaborative, cloud (SaaS) based XBRL filing authoring solution “IRIS Carbon®” now caters to clients in the USA, UK , Italy, South Africa and Indian markets. “IRIS Carbon® has an inbuilt versatility that enables your company to meet the needs of different regulatory mandates, build global scale while mitigating customer concentration risks. Your company has also leveraged its well recognised strengths in compliance reporting platforms to enter the GST compliance market in India through an integrated SaaS based GSP and ASP solution. This market is emerging and offers exciting opportunities.

4. TRANSFER TO RESERVE

The company does not propose to transfer any amount to reserves.

5. DIVIDEND AND TRANSFER TO IEPF

The Board of Directors does not recommend any dividend on equity shares.

The company was not required to transfer any unpaid/unclaimed amount of dividend to Investor Education and Protection Fund (IEPF) during the financial year ended 31^st March, 2018.

6. CHANGE IN THE NATURE OF BUSINESS

There are no changes in the nature of business during the financial ended 31^st March, 2018.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year there were no material changes and commitment affecting financial position of the company between end of the financial year to which this financial statements relate and the date of the report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year there were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the company and its future operations.

9. RISK AND CONCERN

The company operates in a global market characterised by intense competition. Although the company has a strong position in the area of external financial reporting and especially in XBRL based mandates, there is the need to have adequate marketing spend and product differentiation to establish presence and build market share. In addition, many regulators initially prefer to offer free tools to enterprises to create the regulatory filings which hamper market growth. Migration from free tools to paid platforms is a journey that takes time as well. Mature markets face pricing pressure and relatively high switching costs. In addition, even though XBRL as a data standard is widely adopted, competing data standards and the adoption of APIs could affect the market potential of XBRL specific software. The GST mandate in India is yet to be fully articulated as the GST council has deferred invoice level reconciliation which is a big driver for adoption of third party compliance platforms. Moreover, the segment had witnessed intense competition in the year of GST introduction and there is no reason why the market would be less competitive in the years ahead.

10. RISK MANAGEMENT

Your company is aware of the risks associated with the business. The company is in the process of institutionalizing a mechanism for identifying, minimizing and mitigating risks which will be periodically reviewed.

Some of the risks identified and which will have the attention of the management are:

1. Securing critical resources including capital and human resources;

2. Ensuring cost competitiveness;

3. Building product differentiation and the appropriate value proposition

4. Maintaining and enhancing customer service standards.

5. Stepping up marketing and branding activities

11. DEPOSITS

The company had not accepted any deposits during the financial year ended 31^st March, 2018 nor there were any unpaid/unclaimed deposits at the financial year ended on 31^st March, 2018. Further as the company has never accepted deposits there have been no defaults in repayments thereof nor any non-compliance thereto.

12. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The company has the following subsidiaries:

1. IRIS Business Services (Asia) Pte. Ltd.

2. IRIS Business Services, LLC

3. Atanou S.r.l.

The company has not entered into any joint venture and doesn’t have any associate company.

The audited consolidated financial statements pursuant to Section 129(3) of Companies Act, 2013 including financial results of the above subsidiaries forms part of Annual Report

13. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

The consolidated financial statements of the company, forms a part of this Annual Report. A Statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 are enclosed as Annexure - 1 to this report.

14. SHARE CAPITAL

The Authorized Share Capital of the company was increased from RS.8,00,00,000 divided into 80,00,000 equity shares of RS.10/- to RS.25,00,00,000/- divided into 2,50,00,000 equity shares of RS.10/- in the Extra Ordinary General Meeting of the company held on 13^th September 2017.

Further, The company has issued and allotted 69,37,581 Bonus Shares of RS.10/- each in the ratio of 1:1 i.e. one bonus share for every one share held to equity shareholders of the company which was approved in the Extra Ordinary General Meeting held on 13^th September, 2017.

The company had issued 50,04,000 equity shares of RS.10/- each face value at RS.32/- per share to public through an Initial Public Offer (IPO). The IPO opened on 29.09.2017 and closed on 04.10.2017. The shares of the company were admitted to trading on BSE Limited (SME Platform) with effect from 11.10.2017.

i. Issue of Equity Shares with Differential Rights: The company has not issued any equity shares with differential rights during the financial year ended 31^st March, 2018.

ii. Issue of Sweat Equity Shares: The company has not issued any Sweat Equity Shares during the financial year ended 31^st March, 2018.

iii. Issue of Employee Stock Options: The company has approved IRIS Employee Stock Options Scheme, 2017 (IRIS ESOP Scheme 2017) at the Extra Ordinary General Meeting held on 13^th September, 2017. The Nomination and Remuneration Committee of the Board, inter-alia, administers and monitors the Employees Stock Option Scheme of the company in accordance with the applicable provisions of the SEBI Regulations. The Nomination and Remuneration Committee of the Board has on 9^th October, 2017 granted total 7,00,000 Options to eligible employee(s) under the IRIS ESOP Scheme 2017. The details of Employee Stock Options Scheme as required under rule 9 of Companies (Share Capital and debentures) rules, 2014 and those under SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, to the extent applicable are provided in Annexure - 2 attached hereto.

There is no change to the share capital of the company from the end of the financial year to the date of this Report.

15. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The company also conducts an internal audit from time to time. The Audit Committee actively reviews the internal audit report, adequacy and effectiveness of the internal financial control and suggests the improvements for the same.

16. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The company has received necessary declarations and disclosures from the independent directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and disclosing their interest in form MBP-1.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the company’s Articles of Association, Ms. Deepta Rangarajan, (DIN - 00404072), Whole Time Director, retires by rotation at the forthcoming eighteenth Annual General Meeting and being eligible has offered herself for re-appointment.

Mr. U. R. Bhat (DIN: 00008425) and Mr. Rakesh Kathotia (DIN: 00165880) resigned as a director of the company w.e.f. 03^rc September, 2017 and 12^th September, 2017 respectively.

Mr. Sanjoy Bhattacharya (DIN: 00059480) resigned as Director w.e.f 24^th November, 2017 and Mr. Partho Datta (DIN: 00040345) resigned w.e.f. 28^th November, 2017.

Mr. Ashok Venkatramani (DIN: 02839145) and Mr. Bhaswar Mukherjee (DIN: 01654539) joined the Board on 9^th October, 2017 as Independent Directors.

Mr. Vinod Balmukand Agarwala (DIN: 01725158) joined the Board of the company on 27^th November, 2017 as an Independent Director.

Mr. Balachandran Krishnan, Whole Time Director was additionally appointed as Chief Financial Officer of the company w.e.f. 11^th September 2017. Mr. Rajesh Singh, (ICSI Membership No. ACS 50320) was appointed as Company Secretary & Compliance Officer of the company w.e.f. 11^th September, 2017 and he resigned on 28^th February, 2018.

Mr. Jay Mistry (ICSI Membership No. ACS 34264) was appointed by the Board as Company Secretary and Compliance Officer of the company w.e.f. 10^th March, 2018.

Mr. Swaminathan Subramaniam, (DIN: 01185930), Ms. Deepta Rangarajan, (DIN: 00404072) and Mr. Balachandran Krishnan, (DIN: 00080055), were re-appointed by the Board of Directors of the company as Whole Time Director(s) of the company for a period of 3 years commencing from 1^st May, 2018 on the recommendation of the Nomination and Remuneration Committee at its meeting held on 25^th April, 2018 subject to the approval of the members at the ensuing Annual General Meeting of the company.

The composition of Board of Directors as on 31.03.2018 is as follows:

Sr. No.	Name of Director	DIN	Category
1.	Mr. Swaminathan Subramaniam	01185930	Promoter, Whole Time Director & CEO
2.	Mr. Balachandran Krishnan	00080055	Promoter, Whole Time Director & CFO
3.	Ms. Deepta Rangarajan	00404072	Promoter, Whole Time Director
4.	Mr. Narayan Seshadri	00053563	Non-Executive Independent Director
5.	Mr. Vinod Agarwala	01725158	Non-Executive Independent Director
6.	Mr. Ashok Venkatramani	02839145	Non-Executive Independent Director
7.	Mr. Bhaswar Mukherjee	01654539	Non-Executive Independent Director

Mr. Jay Mistry is the company Secretary & Compliance Officer and a Key Managerial Personnel (KMP) of the company.

18. BOARD MEETING(S)

The Board met six (6) times during the financial year ended 31^st March, 2018. The meeting(s) were held on 22^nd May, 2017, 11^th September 2017, 13^th September 2017, 9^th October, 2017, 27^th November, 2017 and 10^th March 2018. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

Attendance of Director(s) at meeting(s) during the financial year 2017-18

Sr. No.	Name of the Director	Board meeting(s) attended
1.	Mr. Balachandran Krishnan	05
2.	Mr. Swaminathan Subramaniam	06
3.	Ms. Deepta Rangarajan	05
4.	Mr. Partho Datta*	01
5.	Mr. Narayan Seshadri	05

6.	Mr. Rakesh Kathotia@	01
7.	Mr. U. R. Bhat#	0
8.	Mr. Sanjoy Bhattacharyya &	01
9.	Mr. Vinod B. Agarwala	01
10.	Mr. Bhaswar Mukherjee	02
11.	Mr. Ashok Venkatramani	02

* Mr. Partho Datta resigned from Directorship w.e.f. 28.11.17

@ Mr. Rakesh Kathotia resigned from Directorship w.e.f. 12.09.17

^# Mr. U. R. Bhat resigned from Directorship w.e.f. 03.09.17

& Mr. Sanjoy Bhattacharyya resigned from Directorship w.e.f. 24.11.17

19. COMMITTEES OF THE BOARD

I. AUDIT COMMITTEE

The company has constituted an Audit Committee in accordance with Section 177 of the Companies Act, 2013. The terms of reference of the Committee are as follows:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions;

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditor’s independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.

20. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors.

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee shall mandatorily review the following information:

(a) Management discussion and analysis of financial information and results of operations;

(b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

(c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(d) Internal audit reports relating to internal control weaknesses; and

(e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

The Audit Committee met two (2) times during the financial year ended 31^st March, 2018 on 27^th November, 2017 and on 10^th March 2018. The composition of the Audit Committee as on 31.03.2018 is as follows:

1 Name of the Committee Member	Category	No. of meetings held	No. of meeting(s) attended
Mr. Bhaswar Mukherjee (Chairman)	Independent Non-Executive Director	02	02
Mr. Vinod Agarwala	Independent Non-Executive Director	02	01
Mr. Ashok Venkatramani	Independent Non-Executive Director	02	02
Mr. Balachandran Krishnan	Whole time Director & CFO	02	02

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (‘NRC’) had formulated a policy for the Nomination and Remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management.

The terms of reference of the NRC are as follows:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The company had adopted a Nomination and Remuneration policy (policy) in accordance with Section 178 of the Companies Act, 2013. The Policy is attached as Annexure - 3 to this report and is also available on the website of the company viz. www.irisbusiness.com.

The NRC met three (3) times during the financial year ended March 31, 2018. The meetings were held on 9^th October, 2017, 27^th November, 2017 and 10^th March, 2018. The constitution and terms of reference of the committee are in compliance with the requirements of section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the NRC as on 31.03.2018 is as follows:

Sr. No.	Name of the Committee Member	Category	No. of meetings held	No. of meeting(s) attended
1	Mr. Ashok Venkatramani (Chairman)	Independent Non-Executive Director	3	1
2	Mr. Vinod Agarwala	Independent Non-Executive Director	3	1
3	Mr. Narayan Seshadri	Independent Non-Executive Director	3	3

III. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. No meetings of the Committee were held during the financial year 2017-18. The Composition of the Committee as on 31^st March, 2018 is as follows:

Sr. No.	Name of the Director	Category
1	Mr. Ashok Venkatramani	Independent Non-
	(Chairman)	Executive Director
2	Ms. Deepta Rangarajan	Whole Time Director
3	Mr. Swaminathan Subramaniam	Whole Time Director& CEO

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE

The company has constituted a Stakeholder’s Relationship Committee in accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, specifically for the purposes of looking after the matter of handling and resolving shareholders / investors grievances. No meetings of the Committee were held during the financial year 2017-18.

The terms of reference of the Committee are as follows:

a. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

b. Redressal of security holder’s/investor’s complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

c. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

d. Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

e. Allotment and listing of shares;

f. Reference to statutory and regulatory authorities regarding investor grievances;

g. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; and

h. Any other power specifically assigned by the Board of Directors of the company.

The composition of the Committee as on 31^st March, 2018 is as follows:

Sr. No.	Name of the Director	Category
1	Mr. Bhaswar Mukherjee	Independent Non-
	(Chairman)	Executive Director
2	Ms. Deepta Rangarajan	Whole Time Director
3	Mr. Balachandran Krishnan	Whole Time Director & CFO

20. COMPLIANCE WITH SECRETARIAL STANDARD

During the period 1^st April, 2017 to 31^st March, 2018, the company complied with the Secretarial Standard - 1 and Secretarial Standard - 2, issued and revised by the Institute of Company Secretaries of India.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has a CSR Committee and an approved CSR Policy in accordance with Section 135 of the Companies Act, 2013 read with rules made thereunder.

The company is exempt from mandatory CSR expenditure as per Rule 3(2) CSR Rules, 2014 due to not falling in criteria of CSR applicability for three consecutive years i.e. for financial years 2014

15, 2015-16 and 2016-17.

The company has on a voluntary basis provided disclosure in Annexure - 4 to this report in the prescribed format under Section 135 of the Companies Act, 2013, which is attached to this report.

Further, the composition of the CSR Committee is covered under ‘Committee of the Board’ part of the Directors’ Report.

The CSR policy of the company is available on the website of the company viz - www.irisbusiness.com.

22. RELATED PARTY TRANSACTIONS

The details of transactions entered into by the company with related parties are at arm’s length and in ordinary course of business. The details of the transactions as per section 188 of the Companies Act, 2013 and Rules framed thereunder are enclosed as Annexure - 5 in Form AOC-2, as required under Rule 8(2) of Companies (Accounts) Rules, 2014.

23. PARTICULARS OF REMUNERATION OF DIRECTORS, KMP AND EMPLOYEES AND DISCLOSURES IN BOARD’S REPORT

The disclosure on remuneration of Directors, Key Managerial Personnel (KMP) and employees as required under the Companies Act, 2013 and rules made thereunder is provided in Annexure - 6 to this Report.

The information required under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure - 6 forming part of this Report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the members excluding certain information covered under aforesaid Annexure. Any member interested in obtaining the same may write to the company Secretary at the Registered Office of the company. None of the employees listed in the said Annexure - 6 is related to any Director of the company.

24. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee and the Board had been carried out.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure -7 to this report.

26. STATUTORY AUDITORS

The members at the 15^th Annual General Meeting (“AGM”) had approved the appointment of M/s. M. P. Chitale & Co. as the statutory auditors of your Company for a period of five years to hold office as such till the conclusion of the sixth consecutive AGM subject to ratification of appointment by the members at every AGM.

As per Companies (Audit and Auditors) Amendment Rules, 2018 dated 7^th May 2018 notified by the Ministry of Corporate Affairs, the requirement of ratification of Auditor’s appointment has been relaxed. Accordingly ratification of Auditor’s appointment is not sought by the Directors.

27. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Parikh & Associates, Practicing Company Secretaries, Mumbai, were appointed as a Secretarial Auditors of the company to conduct the Secretarial Audit of the company for financial year 2017-2018. The report of the Secretarial Auditor is enclosed as Annexure- 8.

28. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Moore Stephens Singhi Advisors LLP, Chartered Accountants, Mumbai, the Internal Auditor of the company for the Financial Year 2017-18, have been appointed as Internal Auditors of the company for the Financial Year 2018-19. During the year, the company continued to implement its suggestions and recommendations to improve the control environment. Their scope of works includes, review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

29. STATUTORY AUDITORS’ REPORT

The Statements made by the Auditors in their report are self-explanatory and doesn’t require any comments by the Board of Directors.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

31. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are enclosed as Annexure 9 to this report.

32. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not granted any loans to any persons or body corporate. Further the details of guarantees given and investments made as covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the standalone financial statements of the company.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and information and based on the information and explanations provided to them by the company, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 (the Act):

a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. That the directors had prepared the annual accounts on a going concern basis;

e. That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively;

f. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. HUMAN RESOURCES / INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED

Your company provides regular training to employees to improve skills. Your company has put in place a performance appraisal system that covers all employees. Your Company had 300 employees as on 31^st March, 2018 while the employee count was 297 as on 31^st March, 2017.

35. CORPORATE GOVERNANCE

The company being listed on the SME platform of BSE Limited is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Therefore no corporate governance report is annexed to this report. However your Company has complied with the relevant provision of the Companies Act, 2013 and rules thereunder with regards to formation of committees.

36. COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no instance of complaint or report under the said Act was registered with the company.

37. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has Whistle Blower Policy /Vigil mechanism policy for the company to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct.

38. CODE OF CONDUCT

The Board of Director has approved a Code of Conduct which is applicable to the members of the Board of Directors and Senior Management Personnel. It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2017-18. The declaration to this effect is enclosed to this report as Annexure 10.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

In terms of provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion & Analysis Report has been separately furnished in the Annual Report.

40. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Act and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has adopted the following Policies. The policies are available on Company’s website - http://www.irisbusiness.com

- Policy on Related Party Transactions

- Nomination and Remuneration Policy

- Corporate Social Responsibility Policy

- Code of Conduct for Director & Senior Management Personnel

- Material Subsidiary Policy

- Policy for Determination of Materiality of Events

- Policy for Preservation of Documents

- Terms and Condition of appointment of Independent Director

- Vigil Mechanism Policy

- Code for Prohibition of Insider Trading

The company’s policy on Directors’ appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 forms part of Nomination and Remuneration Policy.

41. ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, vendors, bankers and all other business associates. We look forward to continued support of all these partners in progress.

For and on behalf of the Board of Directors of IRIS Business Services Limited

Swaminathan Subramaniam Deepta Rangarajan Balachandran Krishnan

Whole Time Director & CEO Whole Time Director Whole Time Director & CFO

Date: 30^th May, 2018

Place: Navi Mumbai (DIN: 01185930) (DIN: 00404072) (DIN: 00080055)