Notes to Accounts of IRIS RegTech Solutions Ltd.

Mar 31, 2025

217 Provisions, Contingent Liabilities,
Contingent Assets:

i. Provisions

A provision is recognized when the Company has a
present obligation (Legal or Constructive) as a result of
past event, and it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the
amount of the obligation.

Provisions are not discounted to its present value and
are determined based on best estimate required to settle

the obligation at the reporting date, unless the effect of
time value of money is material. If the effect of the time
value of money is material, provisions are determined by
discounting the expected future cash flows to net present
value using an appropriate pre-tax discount rate that
reflects current market assessments of the time value of
money and, where appropriate, the risks specific to the
liability.

A present obligation that arises from past events, where
it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount
cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also disclosed when there is a
possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events not
wholly within the control of the Company

Claims against the Company, where the possibility of
any outflow of resources in settlement is remote, are
not disclosed as contingent liabilities. Contingent assets
are not recognised in the financial statements since this
may result in the recognition of income that may never
be realized. However, when the realisation of income is
virtually certain, then the related asset is not a contingent
asset and is recognised.

These estimates are reviewed at each reporting date and
adjusted to reflect the current best estimates. Further,
long term provisions are determined by discounting the
expected future cash flow specific to the liability. The
unwinding of the discount is recognised as a finance cost.

ii. Onerous Contracts:

A contract is considered as onerous when the expected
economic benefits to be derived by the company from the
contract are lower than the unavoidable cost of meeting
its obligations under the contract. The provision for an
onerous contract is measured at the lower of the expected
cost of terminating the contract and the expected net
cost of continuing with the contract. Before a provision
is established, the Company recognizes any impairment
loss on the assets associated with that contract.

iii. Contingent Liabilities and Assets:

A present obligation that arises from past events where
it is either not probable that an outflow of resources
will be required to settle or a reliable estimate of the
amount cannot be made, is disclosed as a contingent
liability. The Company uses significant judgement to
disclose contingent liabilities. Contingent liabilities are
also disclosed when there is a possible obligation arising
from past events, the existence of which will be confirmed
only by the occurrence or non -occurrence of one or more
uncertain future events not wholly within the control of
the Company.

Claims against the Company where the possibility of
any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

A contingent asset is disclosed, where an inflow of
economic benefits is probable. Contingent assets are not
recognised in financial statements since this may result
in the recognition of income that may never be realised.
However, when the realisation of income is virtually
certain, then the related asset is not a contingent asset
and is recognised.

2.18 Earnings Per Share:

The Basic earnings per share is computed by dividing the net
profit or loss (before other comprehensive income) for the year
attributable to equity shareholders after deducting attributable
taxes by the weighted average number of equity shares
outstanding during the year/ reporting period. The weighted
average number of equity shares outstanding during the year is
adjusted for events such as bonus issue, amalgamations, bonus
element in a rights issue, buyback, share split, and reverse share
split (consolidation of shares) that have changed the number of
equity shares outstanding, without a corresponding change in
resources.

Diluted earnings per share is computed by dividing the net
profit attributable to the equity shareholders for the year, as
adjusted for the effects of potential dilution of equity shares,
by the weighted average number of equity shares and dilutive
equity equivalent shares outstanding during the year, except
where the results would be anti-dilutive.

2.19 Financial Instruments:

A financial instrument is any contract that gives rise to a
financial asset of one entity and a financial liability or equity
instrument of another entity. Financial assets and financial
liabilities are recognised when the Company becomes a party
to the contractual provisions of the instruments.

i. Initial Recognition

Financial assets and financial liabilities are initially
measured at fair value except for trade receivables that
do not contain a significant financing component which
are measured at transaction price at initial recognition.
Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial
liabilities at fair value through profit or loss) are
adjusted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition
of financial assets or financial liabilities at fair value
through profit or loss are recognised immediately in the
Statement of Profit and Loss.

ii. Classification and Subsequent Measurement:

• Financial Assets - The Company classifies financial
assets as subsequently measured at amortised cost,

fair value through other comprehensive income
or fair value through profit or loss on the basis of
following:

• the entity’s business model for managing the
financial assets; and

• the contractual cash flow characteristics of the
financial assets

a. Amortised Cost

A financial asset shall be classified and measured at
amortised cost (based on Effective Interest Rate method),
if both of the following conditions are met:

• the financial asset is held within a business model
whose objective is to hold financial assets in order
to collect contractual cash flows, and

• the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding.

Cash and bank balances, trade receivables, loans and
other financial assets of the Company are covered under
this category.

b. Fair Value through Other Comprehensive
Income

A financial asset shall be classified and measured at Fair
Value Through Other Comprehensive Income, if both of
the following conditions are met:

• the financial asset is held within a business model
whose objective is achieved by both collecting
contractual cash flows and selling financial assets,
and

• the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding

c. Fair Value through Profit or Loss

A financial asset shall be classified and measured at
Fair Value Through Profit or Loss unless it is measured
at amortised cost or at Fair Value Through Other
Comprehensive Income.

All recognised financial assets are subsequently measured
in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.

Equity Instruments:

Equity investments in Subsidiaries, Associates and Joint
ventures are out of scope of Ind AS 109, “Financial Instruments”
and hence, the Company has accounted for its investment in
Subsidiaries, at cost.

Impairment of non-financial assets (Property, Plant
& Equipment/ Intangible assets)

At the end of each reporting period, the Company reviews
the carrying amounts of non-financial assets to determine
whether there is any indication that any assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the
extent of the impairment loss (if any).

When it is not possible to estimate the recoverable amount of
an individual asset, the Company estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation can be
identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated to the
smallest group of cash-generating units for which a reasonable
and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of
disposal and value in use. In assessing the value in use, the
estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects the current
market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows
have not been adjusted. If the recoverable amount of an asset
(or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or cash- generating
unit) is reduced to its recoverable amount. An impairment loss
is recognized immediately in the Standalone Statement of
Profit and Loss.

When an impairment loss subsequently reverses, the carrying
amount of the asset (or a cash-generating unit) is increased
to the revised estimate of its recoverable amount, but so that
the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment
loss been recognized for the asset (or cash-generating unit)
in prior years. A reversal of an impairment loss is recognized
immediately in the Standalone Statement of Profit and Loss.

Impairment of financial assets

Financial assets, other than those at Fair Value Through Profit
or Loss, are assessed for indicators of impairment at the end of
each reporting period.

The Company assesses on a forward-looking basis the expected
credit losses associated with its assets. The impairment
methodology applied depends on whether there has been
a significant increase in credit risk. For trade receivables, the
Company applies ‘simplified approach’ as specified under
Ind AS 109, “Financial Instruments”, which requires expected
lifetime losses to be recognized from initial recognition of
the receivables. The application of simplified approach does
not require the Company to track changes in credit risk. The
Company calculates the expected credit losses on trade

receivables using a provision matrix on the basis of its historical
credit loss experience and is adjusted for forward looking
estimates.

No ECL has been applied on fixed deposits held with banks as
there is no history of default. However, in case of any downgrade
in the credit rating of the banks where fixed deposit is held, the
Company would provide for ECL computed in an appropriate
methodology.

Derecognition of financial assets:

The Company derecognises a financial asset when the
contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the
risks and rewards of ownership of the asset to another party.
If the Company neither transfers nor retains substantially all
the risks and rewards of ownership and continues to control
the transferred asset, the Company recognises its retained
interest in the asset and an associated liability for amounts it
may have to pay. If the Company retains substantially all the
risks and rewards of ownership of a transferred financial asset,
the Company continues to recognise the financial asset and
also recognises a collateralised borrowing for the proceeds
received.

On derecognition of a financial asset (other than specific
equity instrument classified as Fair Value Through Other
Comprehensive Income) in its entirety, the difference between
the asset’s carrying amount and the sum of the consideration
received and receivable and the cumulative gain or loss that
had been recognised in other comprehensive income and
accumulated in equity is recognised in standalone statement
of profit or loss if such gain or loss would have otherwise been
recognised in standalone statement of profit or loss on disposal
of that financial asset.

On derecognition of a financial asset other than in its entirety
(e.g. when the Company retains an option to repurchase part
of a transferred asset), the Company allocates the previous
carrying amount of the financial asset between the part it
continues to recognise under continuing involvement and
the part it no longer recognises on the basis of the relative
fair values of those parts on the date of the transfer. The
difference between the carrying amount allocated to the part
that is no longer recognised and the sum of the consideration
received for the part no longer recognised and any cumulative
gain or loss allocated to it that had been recognised in other
comprehensive income is recognised in standalone statement
of profit or loss if such gain or loss would have otherwise been
recognised in standalone statement of profit or loss on disposal
of that financial asset. A cumulative gain or loss that had
been recognised in other comprehensive income is allocated
between the part that continues to be recognised and the part
that is no longer recognised on the basis of the relative fair
values of those parts.

• Financial Liabilities and Equity Instruments:

Classification as Debt or Equity:

Debt and equity instruments, issued by the Company, are
classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the
definitions of a financial liability and an equity instrument
prescribed under Indian Accounting Standards.

Equity Instruments:

An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all of
its liabilities. Equity instruments issued by the Company are
recognised at the proceeds received, net of direct issue costs.

Financial Liabilities:

Financial liabilities are classified, at initial recognition as fair
value through profit or loss:

• Loans and borrowings,

• Payables, or

• as derivatives designated as hedging instruments in an
effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and in
the case of loans and borrowings and payables, are recognised
net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other
payables, loans and borrowings including bank overdrafts,
financial guarantee contracts and derivative financial
instruments.

Subsequent Measurement:

The measurement of financial liabilities depends on their
classification, as described below

Financial Liabilities at Fair Value Through Profit or
Loss:

Financial liabilities at Fair Value Through Profit or Loss include
financial liabilities held for trading and financial liabilities
designated upon initial recognition as at Fair Value Through
Profit or Loss. Financial liabilities are classified as held for
trading, if they are incurred for the purpose of repurchasing
in the near term. This category also includes derivative
financial instruments entered into by the Company that are
not designated as hedging instruments in hedge relationships
as defined by Ind AS 109 “Financial Instruments”. Separated
embedded derivatives are also classified as held for trading,
unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in
the Standalone Statement of Profit and Loss.

Financial liabilities, designated upon initial recognition at Fair
Value Through Profit or Loss, are designated as such at the
initial date of recognition, and only if the criteria in Ind AS 109
“Financial Instruments” are satisfied.

Loans and Borrowings:

After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the
Effective Interest Rate (EIR) method. Gains and losses are
recognised in the Standalone Statement of Profit and Loss
when the liabilities are de-recognised as well as through the EIR
amortisation process.

Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included as finance costs
in the Standalone Statement of Profit and Loss.

Derecognition of Financial Liabilities:

A financial liability is derecognized when the obligation under
the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an
exchange or modification is treated as the Derecognition of
the original liability and the recognition of a new liability. The
difference between the carrying amount of the financial liability
derecognized and the consideration paid is recognized in the
Standalone Statement of Profit and Loss.

Offsetting

Financial assets and financial liabilities are offset and presented
on net basis in the Balance Sheet when there is a legally
enforceable right to offset the recognised amounts and there
is an intention to settle on a net basis or realise the asset and
settle the liability simultaneously and are not prohibited under
any Ind AS or applicable law.

220 Segment Reporting:

Based on Management approach, as defined in Ind AS 108
“Operating Segments”, the “Chief Operating Decision Maker”
(CODM) evaluates the operating segments. Operating segments
are reported in a manner consistent with the internal reporting
provided to CODM. Operating Segments are identified based
on the nature of products and services, the different risks
and returns and the internal business reporting system.
Geographical segment is identified based on geography in
which major products of the Company are sold, or services are
provided.

The accounting policies adopted for segment reporting are
in conformity with the accounting policies adopted for the
Company. Revenue and expenses have been identified to the
segments based on their relationship to the operating activities
of the segment. Unallocated Corporate Items include general
corporate income and expenses which are not attributable to
segments.

221 Cash Dividend to Equity Holders of the
Company:

The Company recognizes a liability to make cash distributions
to equity holders of the Company when the distribution is
authorized, and the distribution is no longer at the discretion of
the Company. As per the corporate laws in India, a distribution

is authorized when it is approved by the shareholders and
interim dividend is authorised when it is approved by the
Board of Directors of the Company. A corresponding amount is
recognised directly in equity.

222 Critical Accounting Judgements and Key
Sources of Estimation Uncertainty:

The preparation of the standalone financial statements
requires the management to make judgements, estimates
and assumptions in the application of accounting policies and
that have the most significant effect on reported amounts of
assets, liabilities, incomes and expenses, and accompanying
disclosures, and the disclosure of contingent liabilities. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates. The estimates
and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that
period or in the period of the revision and future periods if the
revision affects both current and future periods.

Key Estimates, Assumptions and Judgements

The key assumptions concerning the future and other major
sources of estimation uncertainty at the reporting date, that
have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year, are described below:

Useful Life & Residual Value of Property, Plant
and Equipment (PPE) and Intangible Assets

Property, Plant and Equipment/ Other Intangible Assets are
depreciated/amortised over their estimated useful lives,
after taking into account estimated residual value. The
useful lives and residual values are based on the Company’s
historical experience with similar assets and taking into
account anticipated technological changes or commercial
obsolescence. Management reviews the estimated useful lives
and residual values of the assets annually in order to determine
the amount of depreciation/ amortisation to be recorded
during any reporting period. Depreciation/amortisation for
future periods is revised, if there are significant changes
from previous estimates and accordingly, the unamortised/
depreciable amount is charged over the remaining useful life of
the assets.

Recognition & Measurement of Current Taxes
and Deferred Taxes

i. Measurement of income taxes for the current period are
done based on applicable tax laws and management’s
judgment by evaluating positions taken in tax returns,
interpretations of relevant provisions of law, and based
on the admissibility of various expense while determining
the provisions for income tax.

ii. Significant management judgment is exercised by
reviewing the deferred tax assets at each reporting date to

determine the amount of deferred tax assets that can be
retained / recognized, based upon the likely timing and
the level of future taxable profits together with future tax
planning strategies.

Recognition and Measurement of Contingent
Liabilities

Management judgment is exercised for estimating the possible
outflow of resources, if any, in respect of contingencies /claims/
litigations against the Company as it is not possible to predict
the outcome of pending matters with accuracy.

Provisions and liabilities are recognised in the period when it
becomes probable that there will be a future outflow of funds
resulting from past operations or events and the amount of cash
outflow can be reliably estimated. The timing of recognition
and quantification of the liability requires the application of
judgement to existing facts and circumstances, which can be
subject to change. The carrying amounts of provisions and
liabilities are reviewed regularly and revised to take account
of changing facts and circumstances to reflect the current
estimate.

Impairment of financial assets

The impairment of financial assets including allowance for
expected credit loss is done based on assumptions about
risk of default and expected cash loss rates. The assumptions,
selection of inputs for calculation of impairment are based on
management judgment considering the past history, market
conditions and forward-looking estimates at the end of each
reporting date.

Impairment of Investments in Subsidiaries

The Company assesses investments in subsidiaries for
impairment whenever events or changes in circumstances
indicate that the carrying amount of the investment may not
be recoverable. If any such indication exists, the Company
estimates the recoverable amount of the investment in
subsidiary. If the recoverable amount of the investment is less
than it’s carrying amount, the carrying amount is reduced to its
recoverable amount. The reduction is treated as an impairment
loss and is recognised in the standalone statement of profit
and loss. The recoverable amount is based on management
judgement considering realizable value, future cashflows,
discount rates and the risks specific to the asset.

Measurement of Defined Employee Benefit plans
and other long-term benefits

The cost of the defined benefit plan and other long term
employee benefits, and the present value of such obligation are
determined by the independent actuarial valuer. Management
believes that the assumptions used by the actuary in
determination of the discount rate, future salary increases,
mortality rates and attrition rate are reasonable. Due to the
complexities involved in the valuation and considering its long¬
term nature, this obligation is highly sensitive to changes in
these assumptions.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities
could not be measured based on quoted prices in active
markets, management uses valuation techniques including
the Discounted Cash Flow (DCF) model, to determine its fair
value. The inputs to these models are taken from observable
markets where possible, but where this is not feasible, a degree
of judgment is exercised in establishing fair values. Judgments
include considerations of inputs such as liquidity risk, credit
risk and volatility. Changes in assumptions about these factors
could affect the reported fair value of financial instruments.

Share based payments

The Company initially measures the equity settled transactions
with employees using fair value model. This requires
determination of most appropriate valuation model, which
is dependent on the terms and conditions of the grant. This
estimate also requires determination of the most appropriate
inputs to the valuation model including volatility and dividend
yield and making assumptions about them.

Revenue recognition

The Company exercises judgment in determining whether
the performance obligation is satisfied at a point in time or
over a period of time. The Company applies the percentage of
completion method using the input (cost expended) method
to measure progress towards completion in respect of fixed
price contracts, which are performed over a period of time.
The Company exercises judgment to estimate the future cost-
to-completion of the contracts which is used to determine
the degree of completion of the performance obligation. The
Company’s contracts with customers could include promises
to transfer multiple products and services to a customer.
The Company assesses the products / services promised in a
contract and identifies distinct performance obligations in the
contract.

Identification of distinct performance obligation involves
judgment to determine the deliverables and the ability of the
customer to benefit independently from such deliverables.
Judgment is also required to determine the transaction price
for the contract. The Company uses judgment to determine
an appropriate standalone selling price for a performance

obligation. The Company allocates the transaction price
to each performance obligation on the basis of the relative
standalone selling price of each distinct product or service
promised in the contract. Provision for estimated losses, if any,
on uncompleted contracts are recorded in the period in which
such losses become probable based on the expected contract
estimates at the reporting date.

Leases

The Company evaluates if an arrangement qualifies to be a lease
as per the requirements of Ind AS 116 “Leases”. Identification
of a lease requires significant judgement. The Company uses
significant judgement in assessing the lease term (including
anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the noncancellable
term of a lease, together with any periods covered by an option
to extend the lease if it is reasonably certain to be exercised,
or any periods covered by an option to terminate the lease,
if it is reasonably certain not to be exercised. The Company
has lease contracts that include extension and termination
options. The Company applies judgment in evaluating whether
it is reasonably certain whether or not to exercise the option to
renew or terminate the lease. That is, it considers all relevant
factors that create an economic incentive for it to exercise
either the renewal or termination. After the commencement
date, the Company reassesses the lease term if there is a
significant event or change in circumstances that is within its
control and affects its ability to exercise or not to exercise the
option to renew or to terminate (e.g., construction of significant
leasehold improvements or significant customization to
the leased asset). The Company cannot readily determine
the interest rate implicit in the lease, therefore, it uses its
incremental borrowing rate (IBR) to measure lease liabilities.
The IBR is the rate of interest that the Company would have to
pay to borrow over a similar term, and with a similar security,
the funds necessary to obtain an asset of a similar value to the
right-of-use asset in a similar economic environment or which
requires estimation when no observable rates are available.
The Company estimates the IBR using observable inputs (such
as market interest rates) when available and is required to make
certain entity-specific estimates.

Pursuant to the approval of the shareholders on June 21, 2024, the Company issued and allotted 5,43,478 equity shares and 5,43,477
convertible warrants on a preferential basis. These convertible warrants were issued at a price of 7 184/- per warrant, which includes a face
value of 710/-, and provides the right to convert the warrants into an equivalent number of equity shares. A Private Placement Offer Letter,
dated June 24, 2024, was issued to the following investors (“Proposed Allottees”): Pratithi Growth Fund I (a scheme of Pratithi Investment
Fund) and Tunga India Long Term Equity Fund. As per the terms of issuance, the Proposed Allottees were required to pay 25% of the issue
price at the time of subscription, with the remaining 75% to be paid within nine months from the date of allotment.

On January 27, 2025, the Company received formal requests from both Proposed Allottees for the conversion of their warrants into equity
shares by paying the balance consideration. The Board of Directors, at its meeting held on January 31,2025, approved the allotment of
5,43,477 equity shares upon the conversion of Warrants on a preferential basis.

The Company received in-principle listing approvals from the National Stock Exchange of India Limited (NSE) on March 18, 2025, and from
BSE Limited (BSE) on March 27, 2025. The equity shares were credited to the demat accounts of the allottees through the National Securities
Depository Limited (NSDL) on April 3, 2025, and through the Central Depository Services Limited (CDSL) on April 7, 2025. Final listing and
trading approvals for the said equity shares were received from NSE and BSE on April 22, 2025.

Terms / rights attached to class of shares

The Company has only one class of share referred to as Equity Shares having a par value of 710 each. The holders of Equity Shares are entitled
to one vote per share. In the event of liquidation of the company, the equity shareholders will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders.

The company does not have a Holding Company

As per records of the Company, including its register of shareholder/members and other declarations received from the shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares

For the period of five years immediately preceding the date at which the Balance Sheet is prepared there are no shares allotted as fully paid
up pursuant to contract without payment being received in cash; no shares have been allotted as fully paid up by way of bonus shares; and
there are no shares bought back

Assets and liabilities used in the Company’s business are not identifiable to any of the reportable segment, as these are used interchangeably
between segments.

The management believes that it not practicable to provide segment disclosures relating to total assets and liabilities.

Effective from the second quarter of the current financial year, based on the "management approach" as defined in Ind-AS 108 - Operating
Segments, the Chief Operating Decision Maker will evaluate the Group''s performance on four business segments, namely: “SupTech”, “RegTech”,
“TaxTech” and “DataTech”

This update replaces our previous segments: “Collect,” “Create,” and “Consume” Figures for the previous period have been restated to align
with the new segment reporting structure.

While the "Collect'' segment is what is now proposed to be called Suptech, the Create segment has been divided into Regtech and Taxtech. The
Consume segment is now the Datatech segment of the company.

Fair Value Hierarchy:

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments based on the input that is
significant to the fair value measurement as a whole:

Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of all Equity Shares
which are traded on the stock exchanges, is valued using the closing price at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market (for example - traded bonds, over the counter derivatives)
is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company specific
estimates. The mutual fund units are valued using the closing Net Asset Value. Investments in Debentures or Bonds are valued on the basis of
dealer’s quotation based on fixed income and money market association (FIMMDA). If all significant inputs required to fair value an instrument
are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Note 29: Financial risk management objectives

The Company’s principal financial liabilities, other than derivatives, comprise of borrowings, trade and other payables. The main purpose of
these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets, other than derivatives, include trade
and other receivables, investments and cash and cash equivalents that arise directly from its operations. The Board of Directors has overall
responsibility for the establishment and oversight of the Company’s risk management framework and thus established a risk management
policy to identify and analyse the risks faced by the Company. The risk management systems are reviewed periodically. The Audit Committee
of the Board, oversees the compliance with the policy.

The Company’s activities expose it to market risk, liquidity risk and credit risk.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument.
The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices,
equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive
financial instruments, including investments and deposits, foreign currency receivables, payables and borrowings.

The Company’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects
on the financial performance of the Company. The Company uses derivative financial instruments, to hedge foreign currency risk exposure.
Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

A. Foreign Exchange Risk:

Foreign exchange risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to
changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s
transactions denominated in a foreign currency including trade receivables and unbilled revenues, loans given to overseas subsidiaries, trade
payables and bank balances. The Company’s exposure to foreign currency risk with respect to material currencies as detailed below:

The Company regularly evaluates exchange rate exposure arising from foreign currency transactions. The Company follows the established risk
management policies and standard operating procedures. When a derivative is entered into for the purpose of hedge, the Company negotiates
the terms of those derivatives to match the terms of the foreign currency exposure.

B. Interest rate risk:

The Company has borrowed debt at variable rates to finance its operations, which exposes it to interest rate risk. The Company’s interest rate
risk management planning includes achieving the lowest possible cost of debt financing, while managing volatility of interest rates, applying
a prudent mix of fixed and floating debt, either directly or through the use of derivative financial instruments affecting a shift in interest rate
exposures between fixed and floating.

C. Credit risk

Credit risk arises when a customer or counterparty does not meet its contractual obligations under a customer contract or
financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily trade
receivables and from its financing/investing activities, including treasury operations. Customer credit risk is managed by Company’s
established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables
and unbilled revenues are regularly monitored and the Company creates a provision based on expected credit loss model.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

i) Trade Receivables: Ageing & Movement

As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate
the risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves
higher risk

iii) Derivative Instruments, Cash and Cash Equivalents and Bank Deposits:

Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been
made with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies.
Credit Risk on Derivative Instruments is generally low as the Company enters into the Derivative Contracts with the reputed Banks.

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with
high ratings, assigned by international and domestic credit rating agencies. Ratings are monitored periodically and the Company has
considered the latest available credit ratings as at the date of approval of these financial statements.

D. Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent
liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate
amount of credit facilities to meet obligations when due. The Company’s treasury team is responsible for managing liquidity, funding as well as
settlement. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s
liquidity position through rolling forecasts and long range business forecasts on the basis of expected cash flows.

The table below provides details of financial liabilities at the reporting date based on contractual undiscounted payments. The Company has
access to the following undrawn borrowing facilities:

Note 31: Hedge Accounting

As part of its risk management strategy, the company endeavors to hedge its net foreign currency exposure of highly forecasted sale transactions
for the next 10 to 12 months in advance. The company uses forward contracts to hedge its currency exposure. Such contracts are designated as
cash flow hedges. The forward contracts are generally denominated in the same currency in which the sales realization is likely to take place.

For derivative contracts designated as hedge, the Company documents, at inception, the economic relationship between the hedging
instrument and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge and the methods used to assess the
hedge effectiveness. Financial contracts designated as hedges are accounted for in accordance with the requirements of Ind AS 109 depending
upon the type of hedge.

The Company applies cash flow hedge accounting to hedge the variability in the future cash flows attributable to foreign exchange risk. Hedge
effectiveness is ascertained at the time of inception of the hedge and periodically thereafter. The Company assesses hedge effectiveness both
on prospective and retrospective basis. The prospective hedge effectiveness test is a forward looking evaluation of whether or not the changes
in the fair value or cash flows of the hedging position are expected to be highly effective on offsetting the changes in the fair value or cash flows
of the hedged position over the term of the relationship. On the other hand, the retrospective hedge effectiveness test is a backward-looking
evaluation of whether the changes in the fair value or cash flows of the hedging position have been highly effective in offsetting changes in the
fair value or cash flows of the hedged position since the date of designation of the hedge.

Note 32: Employee Stock Option Scheme

The Company provides share-based payment schemes to its employees in order to reward the employees for their past association and
performance as well as to motivate them to contribute to the growth and profitability of the Company with an intent to attract and retain talent
in the organisation. The company currently has two ESOP schemes, the relevant details of which are as follows:

IRIS Business Services Limited - Employee Stock Option 2017 Scheme

On September 11, 2017, the Board of Directors approved the “IRIS Business Services Limited - Employee Stock Option Scheme 2017”
(“Scheme”) The aforesaid Scheme was duly approved by shareholders in its Extra-Ordinary General Meeting held on September 13, 2017.
The shareholders of the Company approved the ratification of the Scheme and extension of the benefits of the Scheme to the employees of
Subsidiary Company(ies) by Special Resolutions through Postal Ballot on March 29, 2019. The Nomination and Remuneration committee of the
Board has granted options under the said Scheme to certain category of employees as per criteria laid down by Nomination and Remuneration
committee of the Board.

Note 35: Additional Regulatory Information

Pursuant to the requirement stipulated under para (6)(L) to the General Instructions for Preparation of Balance Sheet under schedule III of

Companies Act, 2013, the required additional regulatory information are disclosed as under:

i) The company does not have any immovable properties (other than properties where the Company is the lessee and the lease agreements
are duly executed in favour of the lessee) whose title deeds are not held in the name of the company.

ii) The Company does not have any investment property.

iii) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) during the current year or the preceeding
year.

iv) The company has not revalued its intangible assets during the current year or the preceeding year.

v) There are no loans or advances in the nature of loans that are granted to promoters, Directors, Key Managerial Personnel and the related
parties (as defined under Companies Act, 2013), either severally or jointly with any other person.

vi) There is no Capital Work in progress.

vii) For disclosure pertaining to Intangible assets under development - Refer Note No.4b

viii) No proceedings have been initiated on or are pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

ix) The borrowings from banks or financial institutions reported under Refer Note No.13, are made on the basis of security of immovable
property and current assets.

x) The Company has not been declared a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or
consortium thereof or any other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

xi) The Company did not have any transactions with companies struck off under Companies Act, 2013.

xii) There are no charges or satisfaction thereof yet to be registered with ROC beyond the statutory period - Refer note No.3b and Refer Note
No. 13 for the details of charge created.

xiii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies
(Restriction on number of Layers) Rules, 2017, with respect to the extent of holding of the company in downstream companies - Refer Note
No. 5.

xiv) The Company has not entered into any scheme of arrangement which has an accounting impact on the current or previous financial year.

xv) During the year, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether
recorded in writing or otherwise) that the Intermediary shall: (i) directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like to or
on behalf of the Ultimate Beneficiaries.

xvi) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall: (i) directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or (ii) provide any
guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

xvii) There is no income surrendered or disclosed as Income during the current or previous year in the tax assessments under the Income Tax
Act, 1961, that has not been recorded in the books of account.

xviii) The Company has not traded or invested in Crypto currency or Virtual currency during the current or the previous financial year.

xix) The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Also, there have been
no instances of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory
requirements for record retention.

Note 36: The new Code on Social Security, 2020 has been enacted, which could impact the contributions by the Company towards

Provident Fund, Gratuity and bonus. The effective date from which the changes are applicable is yet to be notified and
the rules are yet to be framed. The Company will complete its evaluation and will give appropriate impact in the financial
statements in the period in which the Code becomes effective and the related rules are published.

Note 37: Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies

(Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified Ind
AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable
to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has
determined that it does not have any significant impact in its financial statements.

Note 39: Previous year figures have been regrouped / rearranged, wherever necessary.

The accompanying material accounting policies and notes form an integral part of the standalone financial statements

As per our report of even date attached

For KKC & Associates LLP For and on behalf of the Board of Directors of

IRIS Business Services Limited

Chartered Accountants (aN:L72900MH2000PLC128943)

(formerly Khimji Kunverji & Co LLP)

Firm Registration Number: 105146W / W100621

Balachandran Krishnan Deepta Rangarajan

Whole Time Director & CFO Whole Time Director

(DIN: 00080055) (DIN: 00404072)

Soorej Kombaht Santoshkumar Sharma

Partner Company Secretary

ICAI Membership No: 164366 (Membership No: ACS 35139)

Place: Navi Mumbai Place: Navi Mumbai

Date: May 14, 2025 Date: May 14, 2025

---

Mar 31, 2024

2.17 Provisions, Contingent Liabilities, Contingent Assets:

i. Provisions

A provision is recognized when the Company has a present obligation (Legal or Constructive) as a result of past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the reporting date, unless the effect of time value of money is material. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A present obligation that arises from past events, where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non- occurrence of one or more uncertain future events not wholly within the control of the Company

Claims against the Company, where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities. Contingent assets are not recognised in the financial statements since this may result in the recognition of income that may never be realized. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.

These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Further, long term provisions are determined by discounting the expected future cash flow specific to the liability. The unwinding of the discount is recognised as a finance cost.

ii. Onerous Contracts:

A contract is considered as onerous when the expected economic benefits to be derived by the company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with that contract.

iii. Contingent Liabilities and Assets:

A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. The Company uses significant judgement to disclose contingent liabilities. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non -occurrence of one or more uncertain future events not wholly within the control of the Company.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.

A contingent asset is disclosed, where an inflow of economic benefits is probable. Contingent assets are not recognised in financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.

2.18 Earnings Per Share:

The Basic earnings per share is computed by dividing the net profit or loss (before other comprehensive income) for the year attributable to equity shareholders after deducting attributable taxes by the weighted average number of equity shares outstanding during the year/ reporting period. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, amalgamations, bonus element in a rights issue, buyback, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

Diluted earnings per share is computed by dividing the net profit attributable to the equity shareholders for the year, as adjusted for the effects of potential dilution of equity shares, by the weighted average number of equity shares and dilutive equity equivalent shares outstanding during the year, except where the results would be anti-dilutive.

2.19 Financial Instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

i. Initial Recognition

Financial assets and financial liabilities are initially measured at fair value except for trade receivables which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are adjusted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the Statement of Profit and Loss.

ii. Classification and Subsequent Measurement:

• Financial Assets -

The Company classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income or fair value through profit or loss on the basis of following:

• the entity''s business model for managing the financial assets; and

• the contractual cash flow characteristics of the financial assets

a. Amortised Cost

A financial asset shall be classified and measured at amortised cost (based on Effective Interest Rate method), if both of the following conditions are met:

• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Cash and bank balances, trade receivables, loans and other financial assets of the Company are covered under this category.

b. Fair Value through Other Comprehensive Income

A financial asset shall be classified and measured at Fair Value Through Other Comprehensive Income, if both of the following conditions are met:

• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

c. Fair Value through Profit or Loss

A financial asset shall be classified and measured at Fair Value Through Profit or Loss unless it is measured at amortised cost or at Fair Value Through Other Comprehensive Income.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Equity Instruments:

Equity investments in Subsidiaries, Associates and Joint ventures are out of scope of Ind AS 109, “Financial Instruments” and hence, the Company has accounted for its investment in Subsidiaries, Associates and Joint Ventures at cost.

Impairment of non-financial assets (Property, Plant & Equipment/ Intangible assets)

At the end of each reporting period, the Company reviews the carrying amounts of non-financial assets to determine whether there is any indication that any assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash- generating unit) is

reduced to its recoverable amount. An impairment loss is recognized immediately in the Standalone Statement of Profit and Loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the Standalone Statement of Profit and Loss.

Impairment of financial assets

Financial assets, other than those at Fair Value Through Profit or Loss, are assessed for indicators of impairment at the end of each reporting period.

The Company assesses on a forward-looking basis the expected credit losses associated with its assets. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies ‘simplified approach'' as specified under Ind AS 109, “Financial Instruments”, which requires expected lifetime losses to be recognized from initial recognition of the receivables. The application of simplified approach does not require the Company to track changes in credit risk. The Company calculates the expected credit losses on trade receivables using a provision matrix on the basis of its historical credit loss experience and is adjusted for forward looking estimates.

Derecognition of financial assets:

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset (other than specific equity instrument classified as Fair Value Through Other Comprehensive Income) in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in standalone statement of profit or loss if such gain or loss would have otherwise been recognised in standalone statement of profit or loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in standalone statement of profit or loss if such gain or loss would have otherwise been recognised in standalone statement of profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

• Financial Liabilities and Equity Instruments:

Classification as Debt or Equity:

Debt and equity instruments, issued by the Company, are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument prescribed under Indian Accounting Standards.

Equity Instruments:

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Financial Liabilities:

Financial liabilities are classified, at initial recognition as fair value through profit or loss:

• Loans and borrowings,

• Payables, or

• as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and in the case of loans and borrowings and payables, are recognised net of directly attributable transaction costs.

The Company''s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

Subsequent Measurement:

The measurement of financial liabilities depends on their classification, as described below Financial Liabilities at Fair Value Through Profit or Loss:

Financial liabilities at Fair Value Through Profit or Loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at Fair Value Through Profit or Loss. Financial liabilities are classified as held for trading, if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109 “Financial Instruments”. Separated embedded derivatives are also classified as held for trading, unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the Standalone Statement of Profit and Loss.

Financial liabilities, designated upon initial recognition at Fair Value Through Profit or Loss, are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 “Financial Instruments” are satisfied.

Loans and Borrowings:

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in the Standalone Statement of Profit and Loss when the liabilities are de-recognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Standalone Statement of Profit and Loss.

Derecognition of Financial Liabilities:

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the Derecognition of the original liability and the recognition of a new liability. The difference between the carrying amount of the financial liability derecognized and the consideration paid is recognized in the Standalone Statement of Profit and Loss.

Offsetting

Financial assets and financial liabilities are offset and presented on net basis in the Balance Sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously and are not prohibited under any Ind AS or applicable law.

2.20 Segment Reporting:

Based on Management approach, as defined in I nd AS 108 “Operating Segments”, the “Chief Operating Decision Maker” (CODM) evaluates the operating segments. Operating segments are reported in a manner consistent with the internal reporting provided to CODM. Operating Segments are identified based on the nature of products and services, the different risks and returns and the internal business reporting system. Geographical segment is identified based on geography in which major products of the Company are sold or services are provided.

The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for the Company. Revenue and expenses have been identified to the segments based on their relationship to the operating activities of the segment. Unallocated Corporate Items include general corporate income and expenses which are not attributable to segments.

2.21 Cash Dividend to Equity Holders of the Company:

The Company recognizes a liability to make cash distributions to equity holders of the Company when the distribution is authorized, and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorized when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

2.22 Critical Accounting Judgements and Key Sources of Estimation Uncertainty:

The preparation of the standalone financial statements requires the management to make judgements, estimates and assumptions in the application of accounting policies and that have the most significant effect on reported amounts of assets, liabilities, incomes and expenses, and accompanying disclosures, and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Key Estimates, Assumptions and Judgements

The key assumptions concerning the future and other major sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

Useful Life & Residual of Property, Plant and Equipment (PPE) and Intangible Assets

Property, Plant and Equipment/ Other Intangible Assets are depreciated/amortised over their estimated useful lives, after taking into account estimated residual value. The useful lives and residual values are based on the Company''s historical experience with similar assets and taking into account anticipated technological changes or commercial obsolescence. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation/ amortisation to be recorded during any reporting period. Depreciation/amortisation for future periods is revised, if there are significant changes from previous estimates and accordingly, the unamortised/depreciable amount is charged over the remaining useful life of the assets.

Recognition & Measurement of Current Taxes and Deferred Taxes

i. Measurement of income taxes for the current period are done based on applicable tax laws and management’s judgment by evaluating positions taken in tax returns, interpretations of relevant provisions of law, and based on the admissibility of various expense while determining the provisions for income tax.

ii. Significant management judgment is exercised by reviewing the deferred tax assets at each reporting date to determine the amount of deferred tax assets that can be retained / recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Recognition and Measurement of Contingent Liabilities

Management judgment is exercised for estimating the possible outflow of resources, if any, in respect of contingencies / claims/ litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.

Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability requires the application of judgement to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of changing facts and circumstances to reflect the current tax estimate.

Impairment of financial assets

The impairment of financial assets including allowance for expected credit loss is done based on assumptions about risk of default and expected cash loss rates. The assumptions, selection of inputs for calculation of impairment are based on management judgment considering the past history, market conditions and forward-looking estimates at the end of each reporting date.

Impairment of Investments in Subsidiaries

The Company assesses investments in subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the investment in subsidiary. If the recoverable amount of the investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the standalone statement of profit and loss. The recoverable amount is based on management judgement considering realizable value, future cashflows, discount rates and the risks specific to the asset.

Measurement of Defined Employee Benefit plans and other long term benefits

The cost of the defined benefit plan and other long term employee benefits, and the present value of such obligation are determined by the independent actuarial valuer. Management believes that the assumptions used by the actuary in determination of the discount rate, future salary increases, mortality rates and attrition rate are reasonable. Due to the complexities involved in the valuation and considering it''s long term nature, this obligation is highly sensitive to changes in these assumptions.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities could not be measured based on quoted prices in active markets, management uses valuation techniques including the Discounted Cash Flow (DCF) model, to determine its fair value. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is exercised in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Share based payments

The Company initially measures the equity settled transactions with employees using fair value model. This requires determination of most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including volatility and dividend yield and making assumptions about them.

Revenue recognition

The Company exercises judgment in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company applies the percentage of completion method using the input (cost expended) method to measure progress towards completion in respect of fixed price contracts, which are performed over a period of time. The Company exercises judgment to estimate the future cost-to-completion of the contracts which is used to determine the degree of completion of the performance obligation. The Company''s contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract.

Identification of distinct performance obligation involves judgment to determine the deliverables and the ability of the customer to benefit independently from such deliverables. Judgment is also required to determine the transaction price for the contract. The Company uses judgment to determine an appropriate standalone selling price for a performance obligation. The Company allocates the transaction price to each performance obligation on the basis of the relative standalone selling price of each distinct product or service promised in the contract. Provision for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the expected contract estimates at the reporting date.

Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116 “Leases” Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the noncancellable term of a lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company has lease contracts that include extension and termination options. The Company applies judgment in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customization to the leased asset). The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment or which requires estimation when no observable rates are available. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

Terms / rights attached to class of shares

The Company has only one class of share referred to as Equity Shares having a par value of ?10 each. The holders of Equity Shares are entitled to one vote per share. In the event of liquidation of the company, the equity shareholders will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The company does not have a Holding Company

As per records of the Company, including its register of shareholder/members and other declarations received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares

For the period of five years immediately preceding the date at which the Balance Sheet is prepared there are no shares allotted as fully paid up pursuant to contract without payment being received in cash; no shares have been allotted as fully paid up by way of bonus shares; and there are no shares bought back

Loans repayable on demand, Secured

ICICI Bank Limited

1. Security details

a. Exclusive charge by way of equitable mortgage on the property T-231, 3^rd Floor, Tower No. 2, International Infotech Park, Vashi, Navi Mumbai - 400 703.

b. Unconditional and irrevocable Personal guarantees of the Promoters

2. Interest rate

The rate of interest of the Facility shall be the sum of the Repo Rate * “Spread” per annum, plus applicable statutory levy, if any (“Interest Rate”). Spread during the year has been in the range of 2.6% to 3.0%.

*”Repo Rate” or “Policy Repo Rate” means the rate of interest published by the Reserve Bank of India (“RBI”) on the RBI website from time to time as Repo Rate or Policy Repo Rate. The Repo Rate component of the Interest Rate resets after every 3 months following the date of limit set-up /renewal (as applicable).

160 | IRIS Business Services Limited

Note 22a: Defined benefit plan - Gratuity (unfunded)

Gratuity is classified as Defined Benefit plan as Company''s obligation is to provide agreed benefits, subject to minimum benefits as subscribed by the Payment of Gratuity Act, to plan members. Actuarial & Investment risks are borne by the Company.

The gratuity plan entitles an employee, who has rendered at least five years of continuous services, to receive one-half month’s salary for each year of completed service at the time of retirement / exit.

The defined benefit plan comprises of gratuity which is unfunded. Acturial gains and losses are recognised in the Other Comprehensive Income (OCI).

The following table summarises the components of net benefit expense recognised in the Statement of Profit and Loss and the position of assets and obligations relating to the plan.

Note:

Assets and liabilities used in the Company''s business are not identifiable to any of the reportable segment, as these are used interchangeably between segments.

The management believes that it not practicable to provide segment disclosures relating to total assets and liabilities.

Note 27: Transactions with Related Party

Related Party Disclosures in accordance with Ind AS 24 - “Related Party Disclosures” are given below.

Names of related parties and related party relationship

a. Subsidiary Companies

1. IRIS Business Services, LLC

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

3. Atanou S.r.l.

4. IRIS Logix Solutions Private Limited

b. Key Managerial Personnel (KMP)

1. S. Swaminathan, Whole Time Director and Chief Executive Officer

2. Deepta Rangarajan, Whole Time Director

3. K. Balachandran, Whole Time Director and Chief Financial Officer

4. P.K.X Thomas, Whole Time Director and Chief Technology Officer

c. Relatives of Key Managerial Personnel (KMP)

1. Deepta Rangarajan, Spouse of Mr S. Swaminathan

2. S. Chandrasekhar, Brother of Mr S. Swaminathan

3. S. Swaminathan, Spouse of Ms Deepta Rangarajan

4. Rajlaxmi Nambiar, Spouse of Mr K. Balachandran

5. Sharanya Balachandran, Daughter of Mr K. Balachandran

6. Shyama Balachandran, Daughter of Mr K. Balachandran

7. Vijayalakshmi Nambiar, Mother of Mr K. Balachandran

8. Minimol Thomas, Spouse of Mr P.K.X Thomas

9. Tinu Teresa Thomas, Daughter of Mr P.K.X Thomas

10. Anu Ann Thomas, Daughter of Mr P.K.X Thomas

d. Enterprises over which the above persons exercise significant influence/ control and with which the Company has transactions during the Year

1. FinX Solutions (UAE)

2. IRIS Knowledge Foundation

e. Independent Directors

1. Bhaswar Mukherjee, Non-Executive Independent Director

2. Vinod Balmukand Agarwala, Non-Executive Independent Director

3. Ashok Venkatramani, Non-Executive Independent Director

4. Haseeb A Drabu, Non-Executive Independent Director

Note 28: Financial Instruments - Disclosure, Accounting classifications and fair value measurements:

The fair values of financial assets and liabilities are determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value of cash & cash equivalents, trade and other short term receivables, trade payables, borrowings and other financial instruments approximate their carrying amounts largely due to the short term maturities of these instruments.

A. Classification of Financial Instruments by category

Fair Value Hierarchy:

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments based on the input that is significant to the fair value measurement as a whole:

Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of all Equity Shares which are traded on the stock exchanges, is valued using the closing price at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market (for example - traded bonds, over the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company specific estimates. The mutual fund units are valued using the closing Net Asset Value. Investments in Debentures or Bonds are valued on the basis of dealer''s quotation based on fixed income and money market association (FIMMDA). If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

The details of financial instruments that are measured at fair value on recurring basis as at March 31, 2024 are given below:

Note 29: Financial risk management objectives

The Company''s principal financial liabilities, other than derivatives, comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company''s principal financial assets, other than derivatives, include trade and other receivables, investments and cash and cash equivalents that arise directly from its operations. The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework and thus established a risk management policy to identify and analyse the risks faced by the Company. The risk management systems are reviewed periodically. The Audit Committee of the Board, oversees the compliance with the policy. The Internal Audit reviews the risk management controls and procedures and reports to the Audit Committee.

The Company''s activities expose it to market risk, liquidity risk and credit risk.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments, including investments and deposits, foreign currency receivables, payables and borrowings.

The Company''s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses derivative financial instruments, to hedge foreign currency risk exposure. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

The sources of risks which the Company is exposed to and their management are given below:

A. Foreign Exchange Risk:

Foreign exchange risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s transactions denominated in a foreign currency including trade receivables and unbilled revenues, loans given to overseas subsidiaries, trade payables and bank balances. The Company’s exposure to foreign currency risk with respect to material currencies as detailed below:

The Company regularly evaluates exchange rate exposure arising from foreign currency transactions. The Company follows the established risk management policies and standard operating procedures. When a derivative is entered into for the purpose of hedge, the Company negotiates the terms of those derivatives to match the terms of the foreign currency exposure.

C. Credit risk

Credit risk arises when a customer or counterparty does not meet its contractual obligations under a customer contract or financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily trade receivables and from its financiang/investing activities, including treasury operations. Customer credit risk is managed by Company''s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables and unbilled revenues are regularly monitored and the Company creates a provision based on expected credit loss model.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

iii) Derivative Instruments, Cash and Cash Equivalents and Bank Deposits:

Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies. Credit Risk on Derivative Instruments is generally low as the Company enters into the Derivative Contracts with the reputed Banks.

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high ratings, assigned by international and domestic credit rating agencies. Ratings are monitored periodically and the Company has considered the latest available credit ratings as at the date of approval of these financial statements.

D. Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company''s treasury team is responsible for managing liquidity, funding as well as settlement. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s liquidity position through rolling forecasts and long range business forecasts on the basis of expected cash flows.

The table below provides details of financial liabilities at the reporting date based on contractual undiscounted payments. The Company has access to the following undrawn borrowing facilities:

Note 31: Hedge Accounting

As part of its risk management strategy, the company endeavors to hedge its net foreign currency exposure of highly forecasted sale transactions for the next 10 to 12 months in advance. The company uses forward contracts to hedge its currency exposure. Such contracts are designated as cash flow hedges. The forward contracts are generally denominated in the same currency in which the sales realization is likely to take place.

For derivative contracts designated as hedge, the Company documents, at inception, the economic relationship between the hedging instrument and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge and the methods used to assess the hedge effectiveness. Financial contracts designated as hedges are accounted for in accordance with the requirements of Ind AS 109 depending upon the type of hedge.

The Company applies cash flow hedge accounting to hedge the variability in the future cash flows attributable to to foreign exchange risk. Hedge effectiveness is ascertained at the time of inception of the hedge and periodically thereafter. The Company assesses hedge effectiveness both on prospective and retrospective basis. The prospective hedge effectiveness test is a forward looking evaluation of whether or not the changes in the fair value or cash flows of the hedging position are expected to be highly effective on offsetting the changes in the fair value or cash flows of the hedged position over the term of the relationship. On the other hand, the retrospective hedge effectiveness test is a backward-looking evaluation of whether the changes in the fair value or cash flows of the hedging position have been highly effective in offsetting changes in the fair value or cash flows of the hedged position since the date of designation of the hedge.

Hedge effectiveness is assessed through the application of critical terms match method. Any ineffectiveness in a hedging relationship is accounted for in the statement of profit and loss.

Note 32: Employee Stock Option Scheme

The Company provides share-based payment schemes to its employees in order to reward the employees for their past association and performance as well as to motivate them to contribute to the growth and profitability of the Company with an intent to attract and retain talent in the organisationThe company currently has two ESOP schemes, the relevant details of which are as follows:

IRIS Business Services Limited - Employee Stock Option Scheme 2017

On September 11, 2017, the Board of Directors approved the “IRIS Business Services Limited - Employee Stock Option Scheme 2017”

(“Scheme”) The aforesaid Scheme was duly approved by shareholders in its Extra-Ordinary General Meeting held on September 13, 2017. The Nomination and Remuneration committee of the Board has granted options under the said Scheme to certain category of employees as per criteria laid down by Nomination and Remuneration committee of the Board. The shareholders of the Company approved the ratification of the Scheme and extension of the benefits of the Scheme to the employees of Subsidiary Company(ies) by Special Resolutions through Postal Ballot on March 29, 2019.

IRIS Business Services Limited - Employee Stock Option Scheme 2023

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''

On December 01, 2023, the Board of Directors approved the “IRIS Business Services Limited - Employee Stock Option Scheme 2023”. The aforesaid Scheme was duly approved by shareholders in its 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 the said scheme and hence the Nomination and Remuneration committee of the Board is yet to grant options under the said Scheme.

Note 35: Additional Regulatory Information

Pursuant to the requirement stipulated under para (6)( L) to the General Instructions for Preparation of Balance Sheet under schedule III of

Companies Act, 2013, the required additional regulatory information are disclosed as under:

i) The company does not have any immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the company.

ii) The Company does not have any investment property.

iii) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) during the current year or the preceeding year.

iv) The company has not revalued its intangible assets during the current year or the preceeding year.

v) There are no loans or advances in the nature of loans that are granted to promoters, Directors, Key Managerial Personnel and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person.

vi) There is no Capital Work in progress.

vii) For disclosure pertaining to Intangible assets under development - Refer Note No.4b

viii) No proceedings have been initiated on or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

ix) The borrowings from banks or financial institutions reported under Refer Note No.13, are made on the basis of security of assests other than current asset and on the unconditional and irrevocable Personal guarantees of Whole Time Directors of the Company.

x) The Company has not been declared a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or any other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

xi) The Company did not have any transactions with companies struck off under Companies Act, 2013.

xii) There are no charges or satisfaction thereof yet to be registered with ROC beyond the statutory period - Refer note No.3b and Refer Note No. 13 for the details of charge created.

xiii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017, with respect to the extent of holding of the company in downstream companies - Refer Note No. 5.

xiv) The Company has not entered into any scheme of arrangement which has an accounting impact on the current or previous financial year.

xv) During the year, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

xvi) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

xvii) There is no income surrendered or disclosed as Income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

xviii) The Company has not traded or invested in Crypto currency or Virtual currency during the current or the previous financial year.

xix) The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Also, there have been no instances of audit trail feature being tampered with.

Note 36: The new Code on Social Security, 2020 has been enacted, which could impact the contributions by the Company towards Provident Fund, Gratuity and bonus. The effective date from which the changes are applicable is yet to be notified and the rules are yet to be framed. The Company will complete its evaluation and will give appropriate impact in the financial statements in the period in which the Code becomes effective and the related rules are published.

Note 37: Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

Note 38: Previous year figures have been regrouped / rearranged, wherever necessary.

For KKC & Associates LLP For and on behalf of the Board of Directors of IRIS Business Services Limited

Chartered Accountants (CIN:L72900MH2000PLC128943)

(formerly Khimji Kunverji & Co LLP)

Firm Registration Number: 105146W / W100621

Swaminathan Subramaniam Deepta Rangarajan

Whole Time Director & CEO Whole Time Director

(DIN: 01185930) (DIN: 00404072)

Soorej Kombaht Balachandran Krishnan Santoshkumar Sharma

Partner Whole Time Director & CFO Company Secretary

ICAI Membership No: 164366 (DIN: 00080055) (Membership No: ACS 35139)

Place: Navi Mumbai Place: Navi Mumbai

Date: May 18, 2024 Date: May 18, 2024

---

Mar 31, 2018

1 Corporate information

IRIS Business Services Limited (“The Company”) is a public limited company domiciled and headquartered in India and is listed on the Bombay Stock Exchange (BSE) SME Platform. The registered office of the Company is located at T-231, Tower 2, 3rd Floor, International Infotech Park, Vashi, Navi Mumbai - 400 703. The company has subsidiaries in United States, Singapore and Italy. Incorporated in 2000, IRIS is a global provider of software products for compliance, data and analytics.

The Company cater to Regulators including Central Banks, Business Registries, Capital Market Regulators and Stock Exchanges. We also provide solutions to the regulated, including Corporates, Banks, Mutual Funds.

The financial statements of the Company for the year were approved and adopted by Board of Directors of the Company in its meeting held on May 30, 2018.

Rights, preferences and restrictions attached to equity shares

The company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time subject to payment of dividend to preference shareholders. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the company, the holders of equity shares will be entitled to receive the residual assets of the company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

Note 2 Taxes On Income

Current Tax is determined as the amount of tax payable in respect of the taxable income for the period. Deferred tax is computed in respect of timing differences in accordance with Accounting Standard 22. The components of deferred tax liabilities / assets are as under

Minimum Alternative Tax (MAT) Credit

In accordance with accounting policy of the company, MAT credit balance not recognised as an assets as at 31.03.2018 is RS. 3,75,54,770/-(As at 31.03.2017 is RS. 3,75,54,770/-).

Note 3 Operating Leases

The Company has entered into leave & license arrangement for its office premises for a period of 60 months.

The total future minimum lease payments under the leave & license arrangements classified as operating lease for each of the periods is given below:

Note 4.1 Employee benefits

The disclosures required as per the revised Accounting Standard (AS) 15 -Employee Benefits (revised 2005) are as under: Defined benefit plan (Gratuity) - As per the independent actuarial valuation carried out as at March 31, 2018

Note 5 Employee Stock Option Scheme

The Company provides share-based payment schemes to its employees. The relevant details of the scheme are as follows:

In September 11, 2017 the Board of Directors approved the “IRIS Business Services Limited - Employee Stock Option Scheme 2017” in order to reward the employees for their past association and performance as well as to motivate them to contribute to the growth and profitability of the Company (including subsidiary companies) with an intent to attract and retain talent in the organization. The aforesaid scheme was duly approved by shareholders in its EGM held on September 13, 2017. The Nomination and Remuneration committee of the Board has granted following options under the said Scheme to certain category of employees as per criteria laid down by Nomination and Remuneration committee of the Board. Key terms of the scheme:

Date of Shareholder’s Approval September 13, 2017

Total Number of Options approved 7,00,000

Vesting Schedule Option shall vest not earlier than 1 (One) year and not later than maximum Vesting Period of 4 (Four) years from the date of grant.

Maximum term of Options granted 9 Years

Method of Settlement Shares

Source of shares Primary-Fresh equity allotment by the Company

Stock price

The stock price of the Company is the listing market price of the Company’s equity share on Stock Exchanges on the date of grant.

Under the ESOP Schemes one option entitles one equity share of the Company.

Expected Volatility

Expected volatility is a measure of the amount by which share price is expected to fluctuate during a period. The measure of volatility used in option pricing models is the annualised standard deviation of the continuously compounded rates of return on the share over a period of time.

Since shares of the Company got listed only on the Grant Date and there is no history of share price trading, expected volatility had been derived from historic values NSE ViX index as on the Grant date.

Risk-free Rate of interest

The current yield rates of Central Government securities (with similar residual maturity as expected life of stock option) are being considered. This is based on the zero-coupon yield curve for Government Securities obtained from NSE.

Exercise Price

Exercise price is the price which the option holder has to pay at the time of exercising the option. Exercise prices are considered as per the information provided by the Company. As per the rules of ESOP plans, exercise price is the listing price of the shares of the Company on 11th October 2017 which is RS. 32.00.

Time to Maturity / Expected Life of options

The expected life of an option will be in-between the minimum period before which the options cannot be exercised and the period after which the options cannot be exercised.

The fair value of each award has been determined based on different expected lives of the options that vest each year, as if the award were several separate awards, each with a different vesting date. A weighted average of all the vests has been calculated to arrive at the value of the options granted.

The time to maturity has been estimated as illustrated by the following example. In case of the grant made on 11 October 2017, the earliest date of vesting is one year from the date of grant that is 11 October 2018. Hence, the minimum life of the option is 1 year. The exercise period is Five years from the date of vest as per the ESOP scheme; hence the maximum life of this vest is 6 years. The expected life is the average of minimum and maximum life, i.e. 3.5 years [(1 6)/2]. The time to maturity for the remaining vests has been calculated in a similar manner.

Dividend Yield

Expected dividend yield has been taken as “NIL” since the Company has not declared any dividend in the past.

Note 6 Segment reporting

The Company has identified business segments (Nature of revenue stream) as its primary segment and geographic segments as its secondary segment. Business segments comprise of Collect Segment (Regulatory platform), Create Segment (Enterprise Platform) and Consume Segment (Data Consumption Platform and Content Services).

Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to a specific segment have been allocated on the basis of associated manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as un-allocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as un-allocable. Fixed assets that are used interchangeably among segments are not allocated to primary and secondary segments.

Geographical revenue is allocated based on the location of the customer. Geographic segments of the company are Middle Eastern Countries, America (including Canada and South American countries), Europe, India and Others:

Note 7 Additional information to the financial statements Related Party Transactions

a. Subsidiary companies

1. IRIS Business Services, LLC

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

3. Atanou Srl

b. Key managerial personnel (KMP), including KMP under Companies Act, 2013

1. S. Swaminathan, Whole Time Director and Chief Executive Officer

2. Deepta Rangarajan, Whole Time Director

3. K. Balachandran, Whole Time Director and Chief Financial Officer

4. Rajesh Singh, Company Secretary and Compliance Officer (was on employment till 28th February 2018)

5. Jay Mistry, Company Secretary and Compliance Officer

c. Relatives of Key managerial personnel (KMP)

1. Deepta Rangarajan, Spouse of Mr. S. Swaminathan

2. N Subramaniam, Father of Mr. S. Swaminathan

3. Sivakamu Subramaniam, Mother of Mr. S. Swaminathan

4. S. Chandrasekhar, Brother of Mr. S. Swaminathan

5. S. Swaminathan, Spouse of Ms. Deepta Rangarajan

6. Santhanakrishnan Rangarajan, Father of Ms. Deepta Rangarajan

7. Shanti Rangarajan, Mother of Ms. Deepta Rangarajan

8. Rajalakshmi Balachandran, Spouse of Mr. K. Balachandran

9. Sharanya Balachandran, Daughter of Mr. K. Balachandran

10. Shyama Balachandran, Daughter of Mr. K. Balachandran

11. Vijayalakshmi Nambiar, Mother of Mr. K. Balachandran

d. Independent Directors

1. Narayan Seshadri, Non-Executive Independent Director

2. Partho Datta, Non-Executive Independent Director (Resigned on 28th November 2017)

3. Sanjoy Bhattacharya, Non-Executive Independent Director (Resigned on 24th November 2017)

4. Rakesh Kathotia, Nominee Director (Resigned on 12th September 2017)

5. U R Bhat, Non-Executive Independent Director (Resigned on 3rd September 2017)

6. Bhaswar Mukherjee, Non-Executive Independent Director

7. Vinod Balmukand Agarwala, Non-Executive Independent Director

8. Ashok Venkatramani, Non-Executive Independent Director

e. Enterprises over which the above persons exercise significant influence/ control and with which the Company has transactions during the Year

1. FinX Solutions (UAE)

2. IRIS Knowledge Foundation

3. TVS Wealth Private Limited

4. TVS Electronics Limited

Note 8

Note on activities of Subsidiary “IRIS Business services (Asia) PTE Ltd.

As at 31st March 2018, the subsidiary’s total liabilities exceeded its total assets by SGD 64,022/- (RS. 31,80,722/-). Its financial statements have been prepared on a going concern basis. We are committed to provide necessary financial support as and when necessary and there will not by any financial crisis in the said subsidiary.

Note 9

In the opinion of the Board, all assets other than fixed assets and non-current investments have a realisable value in the ordinary course of business which is not different from the amount at which it is stated.

Note 10

Previous year’s figures have been regrouped wherever necessary.