IRIS Business Services Ltd

TO

THE MEMBERS OF

IRIS BUSINESS SERVICES LIMITED

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

1. SUMMARY OF OPERATIONS / RESULTS

(Amount in thousands - H)

2. PERFORMANCE OF THE COMPANY

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

Highlights of financial results (Amount in thousands - H)

3. STATE OF COMPANY AFFAIRS

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

4. TRANSFER TO RESERVE

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

5. DIVIDEND AND TRANSFER TO IEPF

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

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

6. CHANGE IN THE NATURE OF BUSINESS

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

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

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

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

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

9. RISK AND CONCERN

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

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

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

10. RISK MANAGEMENT

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

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

- Securing critical resources including capital and human resources;

- Data Security;

- Ensuring cost competitiveness;

- Building product differentiation and the appropriate value proposition;

- Maintaining and enhancing customer service standards;

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

11. DEPOSITS

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

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

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

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

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

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

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

3. Atanou S.r.l., Italy

4. IRIS Logix Solutions Private Limited, India

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

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

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

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

13. SHARE CAPITAL

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

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

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

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

14.EMPLOYEE STOCK OPTIONS SCHEME

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

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

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

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

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

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

15. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

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

16. DECLARATIONS GIVEN BY DIRECTORS

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

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

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

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

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

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

Re-appointment of the Whole-time Directors

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

Retirement on Rotation

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

Kuncheria Xavier Thomas, (DIN: 09760233), Whole Time

Director of the Company, being the longest in the office, retires by rotation at the forthcoming 24^th Annual General Meeting, and being eligible, has offered himself for re-appointment.

Key Managerial Personnel

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

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

18. BOARD AND COMMITTEE MEETING(S)

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

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

Committees of Board:

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

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Corporate Social Responsibility Committee;

- Risk Management Committee;

- Rights Issue Committee; and

- Business Responsibility and Sustainability Committee

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

I. Audit Committee:

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

II. Nomination and Remuneration Committee:

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

The Board has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and all other Employees of the Company. The said policy is hosted on the website of the Company. The web link of the same is as follows:

https://www.irisbusiness.com/wp-content/uploads/2023/12/

NRC-Policy.pdf.

III. Stakeholders Relationship Committee:

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

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

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

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

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

uploads/2023/12/CSR-Policy-2.pdf.

V. Risk Management Committee:

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

VI. Rights Issue Committee:

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

VII. Business Responsibility and Sustainability Committee:

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

19. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards (‘SS') i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings respectively during the financial year ended 2023-24.

20. RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

21. PARTICULARS OF EMPLOYEES

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

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

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

22. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

25. STATUTORY AUDITORS

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

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

26. SECRETARIAL AUDITORS

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

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

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

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

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

27. INTERNAL AUDITORS

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

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

28. COST AUDITOR

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

29. EXTRACT OF ANNUAL RETURN

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

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

31. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

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

33. CORPORATE GOVERNANCE

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

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

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

35. REPORTING OF FRAUDS BY AUDITORS

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

36. WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

37. CODE OF CONDUCT

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

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

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

39. POLICIES AND DISCLOSURE REQUIREMENTS

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

¦ Policy on Related Party Transactions;

¦ Nomination and Remuneration Policy;

¦ Corporate Social Responsibility Policy;

¦ Code of Conduct for Director & Senior Management Personnel;

¦ Material Subsidiary Policy;

¦ Policy for Determination of Materiality of Events;

¦ Policy for Preservation of Documents;

¦ Terms and Condition of Independent Director;

¦ Vigil Mechanism and Whistle-Blower Policy;

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

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

¦ IRIS Business Services Limited Employee Stock Option Plan 2023;

¦ IRIS Business Services Limited Employee Stock Option Plan 2017.

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

40. LAUNCH OF ‘SWAYAM'

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

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

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

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

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

b. Features - A user-friendly GUI.

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

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

e. Effortlessly Raise request for Unpaid Amounts.

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

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

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

41. GENERAL

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

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

2. Issue of sweat Equity Shares;

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

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

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

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

42. ACKNOWLEDGEMENTS

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

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